Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
25-044 Franklin Frawley Think Tank for Emergency Management Operations Services
Emergency Management Operations Services Page 1 of 9 Professional/Consulting Contracts /Version: March 2025 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Franklin Frawley Think Tank (“Contractor”), a Limited Liability Company for Emergency Management Operations Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2025 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Emergency Management Operations Services Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $60,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Emergency Management Operations Services Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confident ial details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. Emergency Management Operations Services Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance Emergency Management Operations Services Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. Emergency Management Operations Services Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Tina Kapoor as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns James Frawley as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Emergency Management Operations Services Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. Emergency Management Operations Services Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Tina Kapoor Email: tinak@cupertino.org To Contractor: Franklin Frawley Think Tank 4768 Soquel Dr., Suite 281 Soquel, California 95073 Attention: James Frawley Email: jim@franklinfrawley.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Emergency Management Operations Services Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: FLOY ANDREWS Interim City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date James Frawley James Frawley President / CEO 03/24/2025 Pamela Wu City Manager 03/25/2025 03/25/2025 EXHIBIT A SCOPE OF WORK PHASE I: KICK-OFF MEETING/PROJECT INITIATION The Kick-off meeting will provide an opportunity for the City and FFTT to meet, and ensure the project is well understood, and there is mutual agreement on the initial work approach, and the desired schedule. The meeting will also serve to obtain current existing documentation, stakeholder lists, and other relevant information. Review existing 2019 Emergency Operations Plan (EOP) and associated annexes and protocols. Deliverable/Outcomes: Agreed-to meeting schedule with detailed project plan with timelines and major milestones. Clarity on expected outcomes and project plan outlined with a clear method/manner for communications between City and FFTT. A crosswalk of existing EOP to Emergency Management Accreditation Program (EMAP) requirements. Concise, focused meetings that obtain the needed input from City staff to ensure the project objectives are met, and when necessary adapted to meet needs. PHASE II: REAL-WORLD INCIDENT RESPONSE SUPPORT Based on client meetings, the City and FFTT will determine the best way to provide the following services: • Serve as the City’s Interim Emergency Manager and primary point of contact for all emergency management activities. • Recommend proactive and reactive public communications for distribution through social media, GovDelivery, and website updates. • Coordinate emergency response operations in compliance with: o The Stafford Act o California Disaster Assistance Act o National Incident Management System (NIMS) o California Standardized Emergency Management System (SEMS) • Facilitate collaboration with key partners, including: o Santa Clara County Sheriff's Office for law enforcement and public safety support. EXHIBIT A o Santa Clara County Fire Department for fire suppression, rescue operations, and medical response. o Cupertino Citizen Corps (Community Emergency Response Team, Medical Reserve Corps, and Cupertino Amateur Radio in Emergency Services) o Other regional and mutual aid partners. • Support real-time decision-making during emergencies, including resource allocation, coordination of personnel, and communication with state and federal agencies. • Provide recommendations to the City Manager regarding emergency actions, operational priorities, and resource requests. • Direct and guide the operation of the EOC during activations, ensuring: o Seamless coordination among all EOC sections. o Effective communication with the field, City departments, and external partners. o Compliance with established EOC protocols and best practices. • Provide situational updates and action recommendations to the City Manager and leadership team during incidents. • During real-world emergencies: o Deploy on-site to the City of Cupertino for immediate incident management support. o Assist in the coordination of emergency response efforts o Advise on the implementation of the Emergency Operations Plan (EOP) and other relevant procedures o Ensure thorough documentation of all incident response activities and decisions. o Develop after-action reports and improvement plans based on the incident response and recovery efforts Deliverable/Outcomes: Personally provide highly skilled and experienced response and mentorship to meet the emergency management needs for the City. PHASE III: READINESS AND RESILIENCE ASSESSMENT EXHIBIT A FFTT will conduct a readiness and resilience assessment of the City to include the following: • Conduct a comprehensive assessment of the City's current emergency response capabilities, including the relationships between the following: o Cupertino City Departments o Santa Clara County Fire Department o Santa Clara County Sheriff’s Office o Santa Clara County Office of Emergency Management o Cupertino Citizen Corps o Block Leader and Neighborhood Watch Programs • Review existing documentation and gap analyses. • Make minor updates to protocols and procedures based on initial assessments. • Identify strengths, gaps, and areas for improvement in personnel, equipment, training, and resources. • Utilize assessment tools and methodologies in line with CPG 101 guidelines. • Assess and recommend improvements to the City's emergency response infrastructure, including the reporting structure for Cupertino Citizen Corps, Block Leaders, Santa Clara County Sheriff’s Office, and Santa Clara County Fire Department. • Recommend mutual aid agreements and partnerships with neighboring jurisdictions and private sector entities. • Recommend a staffing model to serve the needs of the City, including organizational structure, scope of work, job description, job classification, and pay rate for the area. Deliverable/Outcomes: Develop a Readiness and Resilience Report for the City of Cupertino. Present written findings and recommendations to the City Manager’s Office and stakeholders. Consultant will also support the Public Safety Commission on an as needed basis. EXHIBIT B SCHEDULE OF PERFORMANCE Project Timeline: • Consultant, Franklin Frawley Think Tank, will begin the services outlined in the Scope of Work immediately upon execution of an agreement with the City • Project is scheduled to be completed by December 31, 2025 EXHIBIT C COST SUMMARY Milestone/Deliverable Estimated Hours FFP Cost Phase I Task 1: Kick-off Meeting and Project Initiation Deliverable: Clear understanding of project expectations, scope, timeline, and deliverables. Written assessment of EOP, strengths/opportunities, and project plan with timelines and milestones. 160 $15,000 Phase II Task 2: Real-World Incident Response and Support Deliverable: FFTT will endeavor to respond within one hour of oiffcial notification to a location identified (EOC, City Hall, City Manager’s Oiffce, etc…) within the City of Cupertino. Appropriate number and level of personnel will be agreed upon based on need of City and/or complexity of incident. 30* hrs @ $300/hour $9,000 Phase III Task 3: Readiness and Resilience Assessment Deliverable: Develop a Readiness and Resilience Report for the City of Cupertino. Present written findings and recommendations to the City Manager’s Oiffce and stakeholders. 360 $35,000 SUBTOTAL LABOR 550 $59,000 ESTIMATED EXPENSES (OTHER DIRECT COSTS) Reproduction $500 Logistics/Supplies $500 SUBTOTAL EXPENSES $1,000 TOTAL COST TO CITY OF CUPERTINO $60,000 *In the event of a real-world incident/emergency, these hours may increase depending on the City’s needs. EXHIBIT C FRANKLIN FRAWLEY THINK TANK SUBCONSULTANT RATE/LABOR CATEGORY SCHEDULE* LABOR CATEGORY HOURLY RATE Administration & Operations Specialist $65.00 Organizational & Visual Analyst I $85.00 Organizational & Visual Analyst II $125.00 Analyst I $70.00 Analyst II $80.00 Analyst III $105.00 Senior Analyst I $110.00 Senior Analyst II $120.00 Senior Analyst III $137.50 Senior Analyst IV $145.00 Senior Analyst V $165.00 Project Manager $175.00 Deputy Project Manager I $150.00 Deputy Project Manager II $175.00 Quality Assurance/Quality Control Manager $175.00 SME I $115.00 SME II $125.00 SME III $195.00 SME IV $225.00 SME V $300.00 Associate Consultant $250.00 Consultant $300.00 Senior Consultant $400.00 Lead Consultant $500.00 *Additional roles and rates outside of this list are TBD. Exh. D-Insurance Requirements,Franklin Frawley 1 Version: March 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts 4 Exh. D-Insurance Requirements,Franklin Frawley 2 Version: March 2025 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than five (5) business days before cancellation or policy modification. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. 4 Exh. D-Insurance Requirements,Franklin Frawley 3 Version: March 2025 Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Included Berkshire Hathaway Direct Insurance Company 10391 03/20/2025 City of Cupertino ISAOA ATIMA 10300 Torre Avenue, Cupertino, CA 95014 X X X N9BP285884 02/14/2025 02/14/2026A 5,000 2,000,000 50,000 4,000,000 4,000,000 Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 BIBERK P.O. Box 113247 Stamford, CT 06911 Professional Liability (Errors & Omissions): Claims-Made Per Occurrence/ Aggregate 203-654-3613844-472-0967 customerservice@biBERK.com See attached Acord 101/Additional Remarks Berkshire Hathaway Direct Insurance Company 10391 N9BP285884 ACORD 25 CERTIFICATE OF LIABILITY INSURANCE BIBERK Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 3 3 (MM/DD/YYYY) DATE (MM/DD/YYYY) 03/20/2025 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES - CONTINUANCE 02/14/2025-02/14/2026 Non-Owned Auto coverage is included in the general liability policy limits. Hired Auto coverage is included in the general liability policy limits. This policy is primary as to losses it covers, and the Insurer will not seek contribution if there is a written agreement between the insured and the certificate holder. County of Santa Cruz is listed as additional insured as it pertains to general liability. 03/20/2025 Berkshire Hathaway Direct Insurance Company X X 0 002/14/2025 02/14/2026 City of Cupertino ISAOA ATIMA 10300 Torre Avenue, Cupertino, CA 95014 N9BP285884 Bldg #001: Consultants - All Other - 4167702 Location: 4768 Soquel Dr Unit 281Soquel, CA 95073-4011 n/a n/a n/a Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 BIBERK P.O. Box 113247 Stamford, CT 06911 541611 250 (203) 654-3613 salessupport@biberk.com (844) 472-0967 0 0 POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino ISAOA ATIMA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 97 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOW NERS COVERAGE FORM SCHEDULE Name Of Person Or Organization: City of Cupertino ISAOA ATIMA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III – Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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 waiver applies only to the person or organization shown in the Schedule above. BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other Insurance of Section III – Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Included Berkshire Hathaway Direct Insurance Company 10391 02/18/2025 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 X X X N9BP285884 02/14/2025 02/14/2026A 5,000 2,000,000 50,000 4,000,000 4,000,000 Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 BIBERK P.O. Box 113247 Stamford, CT 06911 Professional Liability (Errors & Omissions): Claims-Made Per Occurrence/ Aggregate 203-654-3613844-472-0967 customerservice@biBERK.com See attached Acord 101/Additional Remarks Berkshire Hathaway Direct Insurance Company 10391 N9BP285884 ACORD 25 CERTIFICATE OF LIABILITY INSURANCE BIBERK Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 3 3 (MM/DD/YYYY) DATE (MM/DD/YYYY) 02/18/2025 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES - CONTINUANCE 02/14/2025-02/14/2026 Non-Owned Auto coverage is included in the general liability policy limits. Hired Auto coverage is included in the general liability policy limits. This policy is primary as to losses it covers, and the Insurer will not seek contribution if there is a written agreement between the insured and the certificate holder. County of Santa Cruz is listed as additional insured as it pertains to general liability. 02/18/2025 Berkshire Hathaway Direct Insurance Company X X 0 002/14/2025 02/14/2026 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 N9BP285884 Bldg #001: Consultants - All Other - 4167702 Location: 4768 Soquel Dr Unit 281Soquel, CA 95073-4011 n/a n/a n/a Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 BIBERK P.O. Box 113247 Stamford, CT 06911 541611 250 (203) 654-3613 salessupport@biberk.com (844) 472-0967 0 0 POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino ISAOA ATIMA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. Crisis and Emergency Management Experts March 11, 2025 Tina Kapoor, Deputy City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 408-777-7607 | tinak@cupertino.gov Re: Business Automobile Insurance Waiver This letter is submitted in response to the Business Automobile Insurance requirements which are included in the Agreement with the City of Cupertino, dated March 12, 2025. I want to inform the City that I do not use the following business automobiles (check all that apply below): x Owned x Rented/Leased (Hired) x Non-owned I do not use any of the business vehicles, which are checked above, in conjunction with my business and do not anticipate doing so at any point during the term of my Agreement with the City of Cupertino. I acknowledge that motor vehicle owners are required by state law to purchase and maintain liability insurance to operate their personal vehicle in the state of California. If during the term of our Agreement, I purchase, rent, lease, or use any motor vehicle(s) in conjunction with my business, I agree to inform the City of Cupertino of that fact and I will also immediately provide the required Business Automobile Insurance coverage as set forth in the insurance section of our Agreement. I will also provide the City with the required certificate of insurance, which verifies that the required insurance policy and coverages have been purchased and that such insurance will be maintained for the remaining term of our Agreement. If you have any questions regarding this matter, please feel free to contact me. Sincerely, James Frawley President / CEO, Franklin Frawley Think Tank 4768 Soquel Drive, Suite 281, Soquel, CA 95073 jim@franklinfrawley.com 831-277-2761 Crisis and Emergency Management Experts March 11, 2025 Tina Kapoor, Deputy City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 408-777-7607 | tinak@cupertino.gov Re: Workers’ Compensation Insurance Waiver Verification of No Employees This letter is submitted in response to the Workers’ Compensation Insurance requirements, which are included in Exhibit D of the Agreement with the City of Cupertino, dated March 12, 2025. I want to inform the City that I do not currently employ any employees or volunteers and do not anticipate doing so at any point during the term of my Agreement with the City of Cupertino. I acknowledge that employers are required by state law to purchase and maintain workers’ compensation insurance for their employees and volunteers. If during the term of our Agreement, I hire any employees or utilize the services of any volunteers, I agree to inform the City of Cupertino of that fact and I will also immediately provide the required Workers’ Compensation Insurance coverage as set forth in the insurance section of our Agreement. I will also provide the City with the required certificate of insurance, which verifies that the required insurance policy and coverages have been purchased and that such insurance will be maintained for the remaining term of our Agreement. If you have any questions regarding this matter, please feel free to contact me. Sincerely, James Frawley President / CEO, Franklin Frawley Think Tank 4768 Soquel Drive, Suite 281, Soquel, CA 95073 jim@franklinfrawley.com 831-277-2761 Talk to a Licensed Expert 1-844-472-0967 Mon-Fri, 7AM-9PM EST Proud to be part of Warren Buffett's Berkshire Hathaway Company biBERK.com, P.O. Box 113247 Stamford, CT 06911 -3247 1-844-472-0967 Coverages: General Liability Policy Number: N9BP285884 General Liability Policy End Date: 02/14/2026 General Liability Down Payment: $275.00 General Liability Yearly: $275 Payment in 1 Year: $275.00 Franklin Frawley Think Tank LLC Welcome to biBERK! Thank you for providing biBERK the opportunity to provide you with General Liability insurance. Our mission is to protect your business so you have the peace of mind to do what you do best. The details of your plan are below along with some helpful resources. Download a Certificate of Insurance (COI) or Report a Claim Policy Start Date: 02/14/2025 Report a Claim Make your insurance payment online quickly and efficiently, and then scratch that item off your task list. Simply go to the link, https://www.biberk.com/policyholders/claims and enter in your policy number, contact details, and information about the incident. Get a Certificate (COI) Getting a certificate of insurance is easy with biBERK. Request a certificate online at https://www.biberk.com/policyholders/certificate/create and we will send you an email with your certificate of insurance. Frequently Asked Questions We want you to make well-informed decisions about your insurance needs. Learn from answers to the questions most frequently asked by business owners on our FAQs page at, https://www.biberk.com/policyholders/resources/faqs. Questions? Your team is here to help. 1-844-472-0967 Mon-Fri, 7AM-9PM EST POLICY NUMBER:N9BP285884 BUSINESSOWNERS Date Processed: 03/17/2025 BP 12 01 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 12 01 07 02 © ISO Properties, Inc., 2001 Page 1 of 2 BUSINESSOWNERS POLICY CHANGES Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW. POLICY NUMBER N9BP285884 POLICY CHANGES EFFECTIVE 03/18/2025 COMPANY Berkshire Hathaway Direct Insurance Company NAMED INSURED Franklin Frawley Think Tank LLC AUTHORIZED REPRESENTATIVE CHANGES Policy Forms Added Waiver Of Transfer Of Rights Of Recovery Against Others To Us (BP 04 97 01 06) Page 2 of 2 © ISO Properties, Inc., 2001 BP 12 01 07 02 POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Description Previous Limit Of Insurance New Limit Of Insurance Previous Premium New Premium Add'l Premium Return Premium Amount to Balance Minimum Premium $ 24.00 $ 18.00 $ -6.00 Waiver Of Transfer Of Rights Of Re- covery Against Others To Us $ $ 6.00 $ 6.00 TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ 0.00 $ 0.00 REMOVAL PERMIT If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Cov- erage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change: after that, this insurance does not apply at the previous location. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 97 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOW NERS COVERAGE FORM SCHEDULE Name Of Person Or Organization: City of Cupertino ISAOA ATIMA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III – Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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 waiver applies only to the person or organization shown in the Schedule above. BUSINESSOWNER’S POLICY DECLARATIONS Issued: 02/13/2025 Berkshire Hathaway Direct Insurance Company A Stock Company Policy No.: N9BP285884 Renewal of: NEW IIT DS 01 05 PO Box 113247 • Stamford, CT 06911 -3247 • www.biBERK.com Page 1 of 5 POLICY INFORMATION PAGE [1] Named Insured and Mailing Address Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073 [2] Policy Period From February 14, 2025 to February 14, 2026, 12:01 AM, standard time at the insured’s mailing address. [3] Description of Business Strategy Consulting [4] Coverage This policy consists of the Coverage Forms listed on the Schedule of Forms and Endorsements (IIT SF 01 05). [5] Premium The premium shown below may be subject to adjustment. Terrorism - Certified Acts Excluded TOTAL POLICY PREMIUM $275.00 TOTAL PAYABLE $275.00 [6] Payment of Premium In return for your payment of premium, and subject to all terms of this policy, we agree with you to provide insurance as stated in this policy. BUSINESSOWNER’S POLICY DECLARATIONS Issued: 02/13/2025 Policy No.: N9BP285884 Effective Date: 02/14/2025 IIT DS 01 05 Page 2 of 5 SECTION I – PROPERTY COVERAGES AND LIMITS OF INSURANCE LOCATION: 001 BUILDING: 001 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 Santa Cruz County Property Deductible: $250 Classification: 41677 - Consultants - All Other COVERAGES: General Liability IMPORTANT NOTE THIS COVERAGE IS RATED BASED ON AN ESTIMATE and IS SUBJECT TO AUDIT Gross Sales at this Location $50,000 Limit See Section II Officer Payroll $0 Full Time Employee Payroll $0 Part Time Employee Payroll $0 Other Terms Liability for Animals Not Covered COVERAGES LIMIT Accounts Receivable NOT COVERED Appurtenant Structures NOT COVERED Awnings Coverage NOT COVERED Building Coverage NOT COVERED Business Income & Extra Expense NOT COVERED Business Income From Dependent Properties NOT COVERED Business Personal Property Coverage NOT COVERED Civil Authority NOT COVERED Collapse NOT COVERED Debris Removal NOT COVERED Electronic Data NOT COVERED Employee Dishonesty NOT COVERED Fire Department Service Charge NOT COVERED Fire Extinguisher Systems Recharge Expense NOT COVERED Forgery or Alteration NOT COVERED Fungi, Wet Rot, Dry Rot & Bacteria (Mold) NOT COVERED BUSINESSOWNER’S POLICY DECLARATIONS Issued: 02/13/2025 Policy No.: N9BP285884 Effective Date: 02/14/2025 IIT DS 01 05 Page 3 of 5 Glass Expense NOT COVERED Interruption of Computer Operations NOT COVERED Loss by Theft of furs, fur garments, garments trimmed with fur NOT COVERED Loss by Theft of jewelry, watches, watch movements, jewels, pearls, precious and semi-precious stones, bullion, gold, silver, platinum and other precious alloys or metals NOT COVERED Loss by Theft of patterns, dies, molds and forms NOT COVERED Money Orders and "Counterfeit Money" NOT COVERED Newly Acquired Or Constructed Property - Buildings NOT COVERED Newly Acquired Or Constructed Property - Business Personal Property NOT COVERED Ordinance or Law - Increased Cost Of Construction NOT COVERED Outdoor Property NOT COVERED Outdoor Signs - Optional Coverage NOT COVERED Personal Effects NOT COVERED Personal Property Off Premises NOT COVERED Pollutant Clean Up and Removal NOT COVERED Preservation of Property NOT COVERED Valuable Papers and Records NOT COVERED Water Back-up and Sump Overflow NOT COVERED Water Damage, Other Liquids, Powder or Molten Material Damage NOT COVERED BUSINESSOWNER’S POLICY DECLARATIONS Issued: 02/13/2025 Policy No.: N9BP285884 Effective Date: 02/14/2025 IIT DS 01 05 Page 4 of 5 SECTION II – LIABILITY COVERAGES AND LIMITS OF INSURANCE Each paid claim for the following coverages reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II – Liability in the Businessowners Coverage form and any attached endorsements. Coverage Limits of Insurance Liability and Medical Expenses - Each Occurrence $2,000,000 General Aggregate (Other than Products and Completed Operations) $4,000,000 Products & Completed Operations Aggregate $4,000,000 Damage To Premises Rented To You $50,000 Medical Expenses (Each Person) $5,000 Liability Property Damage Deductible None Liability Deductible - Bodily Injury None BUSINESSOWNER’S POLICY DECLARATIONS Issued: 02/13/2025 Policy No.: N9BP285884 Effective Date: 02/14/2025 IIT DS 01 05 Page 5 of 5 OTHER COVERAGES AND LIMITS OF INSURANCE Hired Automobile Limit Included in Liability Limit Non-owned Automobile Exposure Without Delivery Service Terrorism Certified Acts Exclude Coverage BP IN 01 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 4 BP IN 01 01 10 BUSINESSOWNER’S COVERAGE FORM INDEX This index is provided only as a convenience. It should not be assumed to provide a reference to every provision that can affect a question, claim or coverage. To determine the full scope of coverage and pertinent restrictions and exclusions, the policy (including endorsements) must be read in its entirety. The features may also be af- fected by related provisions not referenced at all in the index, or noted elsewhere in it. For instance, an Exclusion feature addresses a specific policy exclusion; but restrictions of coverage and exclusions also appear within the areas where coverage, covered causes of loss, etc., are described. Businessowners Coverage Feature Page Number Businessowners Coverage Feature Page Number Abandonment Property Loss Condition 21 Business Liability Coverage 30-32 Accounts Receivable Coverage Extension 14 Business Personal Property Coverage 1 Accounts Receivable Exclusion 20 Business Personal Property Limit – Seasonal Increase (Limit Of Insurance) 20-21 Acts Or Decisions Exclusion 19 Cancellation Condition 46 Additional Coverages 3-12 Certain Computer-related Losses Exclusion 16-17 Additional Exclusion – Loss Or Damage To Products Exclusion 19 Changes Condition 46 "Advertisement" Definition 42 Changes In Or Extremes Of Temperature Exclusion 18 Aggregate Limits (Liability And Medical Expenses Limits Of Insurance) 41 Civil Authority Additional Coverage 7-8 Aircraft, Auto Or Watercraft Exclusion 35 Collapse Additional Coverage 4-5 Appraisal Property Loss Condition 21 Collapse Exclusion 18 "Auto" Definition 42 "Computer" Definition 28 Bankruptcy General Condition 41 Concealment, Misrepresentation Or Fraud Condition 46 "Bodily Injury" Definition 42 Consequential Losses Exclusion 17 Building Coverage 1 Continuous Or Repeated Seepage Or Leakage Of Water Exclusion 19 Building Limit – Automatic Increase (Limits Of Insurance) 20 Contractual Liability Exclusion 33 Business Income Additional Coverage 5-7 Control Of Property General Condition 25 Business Income And Extra Expense Exclusions 19-20 "Counterfeit Money" Definition 29 Business Income From Dependent Properties Additional Coverage 9-10 Coverage Extension – Supplementary Pay- ments (Business Liability Coverage) 31-32 BUSINESSOWNER’S COVERAGE FORM INDEX Page 2 of 4 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP IN 01 01 10 Businessowners Coverage Feature Page Number Businessowners Coverage Feature Page Number Coverage Extensions – Section I – Property 12-14 Errors Or Omissions Exclusion 19 "Coverage Territory" Definition 42 Examination Of Your Books And Records Condition 46 Covered Causes Of Loss 2 Exclusions – Section I – Property 14-20 Covered Property 1 Exclusions – Section II – Liability 32-40 Damage To Impaired Property Or Property Not Physically Injured Exclusion 36 "Executive Officer" Definition 43 Damage To Property Exclusion 36 Expected Or Intended Injury Exclusion 33 Damage To Your Product Exclusion 36 Exposed Property Exclusion 18 Damage To Your Work Exclusion 36 Extended Business Income Coverage (Business Income Additional Coverage) 6-7 Dampness Or Dryness Of Atmosphere Exclusion 18 Extra Expense Additional Coverage 7 Debris Removal Additional Coverage 3-4 False Pretense Exclusion 18 Deductibles 21 Fire Department Service Charge Additional Coverage 4 Dishonesty Exclusion 17-18 Fire Extinguisher Systems Recharge Expense Additional Coverage 10 Duties In The Event Of Loss Or Damage Property Loss Condition 21-22 Forgery Or Alteration Additional Coverage 8 Duties In The Event Of Occurrence, Offense, Claim Or Suit General Condition 41-42 Frozen Plumbing Exclusion 17 Earth Movement Exclusion 15 "Fungi" Definition 29 Electrical Apparatus Exclusion 17 "Fungi", Wet Rot Or Dry Rot Exclusion 17 Electrical Disturbance Exclusion 19 Glass Expenses Additional Coverage 10 Electronic Data Additional Coverage 10-11 Governmental Action Exclusion 15 "Electronic Data" Definition 29 "Hostile Fire" Definition 43 Electronic Data Exclusion 38 "Impaired Property" Definition 43 "Employee" Definition 42 Increased Cost Of Construction Additional Coverage 8-9 Employee Dishonesty Optional Coverage 26-27 Inspections And Surveys Condition 47 Employer's Liability Exclusion 33 Insurance Under Two Or More Coverages Condition 47 Equipment Breakdown Protection Optional Coverage 28-29 "Insured Contract" Definition 43 BP IN 01 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 3 of 4 Businessowners Coverage Feature Page Number Businessowners Coverage Feature Page Number Installation, Testing, Repair Exclusion 19 Money Orders And "Counterfeit Money" Additional Coverage 8 Interruption Of Computer Operations Additional Coverage 11 Mortgageholders Property General Condition 25 "Leased Worker" Definition 43 Neglect Exclusion 18 Legal Action Against Us General Condition Section II – Liability 42 Negligent Work Exclusion 19 Legal Action Against Us Property Loss Condition – Section I – Property 22 Nesting Or Infestation Exclusion 18 Liability And Medical Expenses Definitions 42-45 Newly Acquired Or Constructed Property Coverage Extension 13 Liability And Medical Expenses General Conditions 41-42 No Benefit To Bailee Property General Condition 25 Liability And Medical Expenses Limits Of Insurance 41 Nuclear Energy Liability Exclusion 38-40 Liberalization Condition 47 Nuclear Hazard Exclusion 15 Limitations 2-3 "Occurrence" Definition 44 Limited Coverage For "Fungi", Wet Rot Or Dry Rot Additional Coverage 11-12 "Operations" Definition 29 Limits Of Insurance – Section I – Property 20 Optional Coverages 25-29 Liquor Liability Exclusion 33 Ordinance Or Law Exclusion 15 "Loading Or Unloading" Definition 43 Other Insurance Condition 47 Loss Payment Property Loss Condition 22-24 Other Types Of Loss Exclusion 18 "Manager" Definition 29 Outdoor Property Coverage Extension 13 Marring Or Scratching Exclusion 18 Outdoor Signs Optional Coverage 25-26 Mechanical Breakdown Exclusion 18 "Period Of Restoration" Definition 29 Medical Expenses Coverage 32-33 "Personal And Advertising Injury" Definition 44 Medical Expenses Exclusions 38-40 Personal And Advertising Injury Exclusion 37 "Member" Definition 29 Personal Effects Coverage Extension 13 "Mobile Equipment" Definition 43-44 Personal Property Off-premises Coverage Extension 13 Mobile Equipment Exclusion 35 Policy Period, Coverage Territory Property General Condition 25 Money And Securities Optional Coverage 26 Pollutant Clean-up And Removal Additional Coverage 7 "Money" Definition 29 "Pollutants" Definition – Section I – Property 29 BUSINESSOWNER’S COVERAGE FORM INDEX Page 4 of 4 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP IN 01 01 10 Businessowners Coverage Feature Page Number Businessowners Coverage Feature Page Number "Pollutants" Definition – Section II – Liability 44 "Specified Causes Of Loss" Definition 30 Pollution Exclusion – Section I – Property 18 Steam Apparatus Exclusion 17 Pollution Exclusion – Section II – Liability 33-35 "Stock" Definition 30 Premium Audit Condition 47-48 "Suit" Definition 45 Premiums Condition 47 "Temporary Worker" Definition 45 Preservation Of Property Additional Coverage 4 Transfer Of Rights Of Recovery Against Others To Us Condition 48 "Products-completed Operations Hazard" Definition 44-45 Transfer Of Your Rights And Duties Under This Policy Condition 48 Professional Services Exclusion 35-36 Utility Services Exclusion 15-16 "Property Damage" Definition 45 Vacancy Property Loss Condition 24-25 Property Definitions 29-30 Valuable Papers And Records Coverage Extension 14 Property General Conditions 25 "Valuable Papers And Records" Definition 30 Property Loss Conditions 21-25 Violation Of Customer Protection Statutes Exclusion 38 Property Not Covered 2 Virus Or Bacteria Exclusion 17 Recall Of Products, Work Or Impaired Property Exclusion 37 "Volunteer Worker" Definition 45 Recovered Property Loss Condition 24 War And Military Action Exclusion 16 Resumption Of Operations Property Loss Condition 24 War Exclusion 35 Rust Or Other Corrosion Exclusion 18 Water Damage, Other Liquids, Powder Or Molten Material Damage Additional Coverage 5 Section I – Property 1-30 Water Exclusion 16 Section II – Liability 30-45 Wear And Tear Exclusion 18 Section III – Common Policy Conditions 46-48 Weather Conditions Exclusion 19 "Securities" Definition 29 Who Is An Insured 40-41 Separation Of Insureds General Condition 42 Workers' Compensation And Similar Laws Exclusion 33 Settling, Cracking, Shrinking Or Expansion Exclusion 18 "Your Product" Definition 45 Smog Exclusion 18 "Your Work" Definition 45 Smoke, Vapor, Gas Exclusion 17 BUSINESSOWNER’S COVERAGE FORM BP 00 03 01 10 BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 48 BUSINESSOWNER’S COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Form the words "you" and "your" refer to the Named Insured shown in the Decla- rations. The words "we", "us" and "our" refer to the Company providing this insurance. In Section II – Liability, the word "insured" means any person or organization qualifying as such under Para- graph C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Paragraph H. Property Definitions in Section I – Property and Para- graph F. Liability And Medical Expenses Definitions in Section II – Liability. SECTION I – PROPERTY A. Coverage We will pay for direct physical loss of or damage to Covered Property at the premises described in the Declarations caused by or resulting from any Cov- ered Cause of Loss. 1. Covered Property Covered Property includes Buildings as de- scribed under Paragraph a. below, Business Personal Property as described under Para- graph b. below, or both, depending on whether a Limit of Insurance is shown in the Declara- tions for that type of property. Regardless of whether coverage is shown in the Declarations for Buildings, Business Personal Property, or both, there is no coverage for property de- scribed under Paragraph 2. Property Not Cov- ered. a. Buildings, meaning the buildings and struc- tures at the premises described in the Dec- larations, including: (1) Completed additions; (2) Fixtures, including outdoor fixtures; (3) Permanently installed: (a) Machinery; and (b) Equipment; (4) Your personal property in apartments, rooms or common areas furnished by you as landlord; (5) Personal property owned by you that is used to maintain or service the buildings or structures or the premises, including: (a) Fire extinguishing equipment; (b) Outdoor furniture; (c) Floor coverings; and (d) Appliances used for refrigerating, ventilating, cooking, dishwashing or laundering; (6) If not covered by other insurance: (a) Additions under construction, altera- tions and repairs to the buildings or structures; (b) Materials, equipment, supplies and temporary structures, on or within 100 feet of the described premises, used for making additions, altera- tions or repairs to the buildings or structures. b. Business Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 100 feet of the described premises, including: (1) Property you own that is used in your business; (2) Property of others that is in your care, custody or control, except as otherwise provided in Loss Payment Property Loss Condition Paragraph E.5.d.(3)(b); (3) Tenant's improvements and better- ments. Improvements and betterments are fixtures, alterations, installations or additions: (a) Made a part of the building or struc- ture you occupy but do not own; and (b) You acquired or made at your ex- pense but cannot legally remove; (4) Leased personal property which you have a contractual responsibility to in- sure, unless otherwise provided for un- der Paragraph 1.b.(2); and (5) Exterior building glass, if you are a ten- ant and no Limit of Insurance is shown in the Declarations for Building property. The glass must be owned by you or in your care, custody or control. BUSINESSOWNER’S POLICY Page 2 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 2. Property Not Covered Covered Property does not include: a. Aircraft, automobiles, motortrucks and other vehicles subject to motor vehicle registra- tion; b. "Money" or "securities" except as provided in the: (1) Money And Securities Optional Cover- age; or (2) Employee Dishonesty Optional Cover- age; c. Contraband, or property in the course of illegal transportation or trade; d. Land (including land on which the property is located), water, growing crops or lawns; e. Outdoor fences, radio or television anten- nas (including satellite dishes) and their lead-in wiring, masts or towers, signs (other than signs attached to buildings), trees, shrubs or plants, all except as provided in the: (1) Outdoor Property Coverage Extension; or (2) Outdoor Signs Optional Coverage; f. Watercraft (including motors, equipment and accessories) while afloat; g. Accounts, bills, food stamps, other evi- dences of debt, accounts receivable or "valuable papers and records"; except as otherwise provided in this policy; h. "Computer(s)" which are permanently in- stalled or designed to be permanently in- stalled in any aircraft, watercraft, motortruck or other vehicle subject to motor vehicle registration. This paragraph does not apply to "computer(s)" while held as "stock"; i. "Electronic data", except as provided under Additional Coverages – Electronic Data. This Paragraph i. does not apply to your "stock" of prepackaged software. j. Animals, unless owned by others and boarded by you, or if owned by you, only as "stock" while inside of buildings. 3. Covered Causes Of Loss Risks of direct physical loss unless the loss is: a. Excluded in Paragraph B. Exclusions in Section I; or b. Limited in Paragraph 4. Limitations in Sec- tion I. 4. Limitations a. We will not pay for loss of or damage to: (1) Steam boilers, steam pipes, steam en- gines or steam turbines caused by or resulting from any condition or event in- side such equipment. But we will pay for loss of or damage to such equipment caused by or resulting from an explosion of gases or fuel within the furnace of any fired vessel or within the flues or pas- sages through which the gases of com- bustion pass. (2) Hot water boilers or other water heating equipment caused by or resulting from any condition or event inside such boil- ers or equipment, other than an explo- sion. (3) Property that is missing, where the only evidence of the loss or damage is a shortage disclosed on taking inventory, or other instances where there is no physical evidence to show what hap- pened to the property. This limitation does not apply to the Optional Coverage for Money and Securities. (4) Property that has been transferred to a person or to a place outside the de- scribed premises on the basis of unau- thorized instructions. (5) The interior of any building or structure caused by or resulting from rain, snow, sleet, ice, sand or dust, whether driven by wind or not, unless: (a) The building or structure first sus- tains damage by a Covered Cause of Loss to its roof or walls through which the rain, snow, sleet, ice, sand or dust enters; or (b) The loss or damage is caused by or results from thawing of snow, sleet or ice on the building or structure. b. We will not pay for loss of or damage to the following types of property unless caused by the "specified causes of loss" or building glass breakage: (1) Animals, and then only if they are killed or their destruction is made necessary. (2) Fragile articles such as glassware, statuary, marble, chinaware and porce- lain, if broken. This restriction does not apply to: (a) Glass that is part of the exterior or interior of a building or structure; (b) Containers of property held for sale; or COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 3 of 48 (c) Photographic or scientific instrument lenses. c. For loss or damage by theft, the following types of property are covered only up to the limits shown: (1) $2,500 for furs, fur garments and gar- ments trimmed with fur. (2) $2,500 for jewelry, watches, watch movements, jewels, pearls, precious and semiprecious stones, bullion, gold, silver, platinum and other precious al- loys or metals. This limit does not apply to jewelry and watches worth $100 or less per item. (3) $2,500 for patterns, dies, molds and forms. 5. Additional Coverages a. Debris Removal (1) Subject to Paragraphs (3) and (4), we will pay your expense to remove debris of Covered Property caused by or re- sulting from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the date of direct physical loss or damage. (2) Debris Removal does not apply to costs to: (a) Extract "pollutants" from land or water; or (b) Remove, restore or replace polluted land or water. (3) Subject to the exceptions in Paragraph (4), the following provisions apply: (a) The most that we will pay for the total of direct physical loss or dam- age plus debris removal expense is the Limit of Insurance applicable to the Covered Property that has sus- tained loss or damage. (b) Subject to Paragraph (a) above, the amount we will pay for debris re- moval expense is limited to 25% of the sum of the deductible plus the amount that we pay for direct physi- cal loss or damage to the Covered Property that has sustained loss or damage. (4) We will pay up to an additional $10,000 for debris removal expense, for each lo- cation, in any one occurrence of physi- cal loss or damage to Covered Property, if one or both of the following circum- stances apply: (a) The total of the actual debris removal expense plus the amount we pay for direct physical loss or damage ex- ceeds the Limit of Insurance on the Covered Property that has sustained loss or damage. (b) The actual debris removal expense exceeds 25% of the sum of the de- ductible plus the amount that we pay for direct physical loss or damage to the Covered Property that has sus- tained loss or damage. Therefore, if Paragraphs (4)(a) and/or (4)(b) apply, our total payment for direct physical loss or damage and debris re- moval expense may reach but will never exceed the Limit of Insurance on the Covered Property that has sustained loss or damage, plus $10,000. (5) Examples Example #1 Limit of Insurance $ 90,000 Amount of Deductible $ 500 Amount of Loss $ 50,000 Amount of Loss Payable $ 49,500 ($50,000 – $500) Debris Removal Expense $ 10,000 Debris Removal Expense Payable $ 10,000 ($10,000 is 20% of $50,000) The debris removal expense is less than 25% of the sum of the loss payable plus the deductible. The sum of the loss pay- able and the debris removal expense ($49,500 + $10,000 = $59,500) is less than the Limit of Insurance. Therefore the full amount of debris removal ex- pense is payable in accordance with the terms of Paragraph (3). Example #2 Limit of Insurance $ 90,000 Amount of Deductible $ 500 Amount of Loss $ 80,000 Amount of Loss Payable $ 79,500 ($80,000 – $500) Debris Removal Expense $ 30,000 BUSINESSOWNER’S POLICY Page 4 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 Debris Removal Expense Payable Basic Amount $ 10,500 Additional Amount $ 10,000 The basic amount payable for debris removal expense under the terms of Paragraph (3) is calculated as follows: $80,000 ($79,500 + $500) x .25 = $20,000; capped at $10,500). The cap applies because the sum of the loss payable ($79,500) and the basic amount payable for debris removal expense ($10,500) cannot exceed the Limit of In- surance ($90,000). The additional amount payable for de- bris removal expense is provided in ac- cordance with the terms of Paragraph (4), because the debris removal ex- pense ($30,000) exceeds 25% of the loss payable plus the deductible ($30,000 is 37.5% of $80,000), and be- cause the sum of the loss payable and debris removal expense ($79,500 + $30,000 = $109,500) would exceed the Limit of Insurance ($90,000). The addi- tional amount of covered debris removal expense is $10,000, the maximum pay- able under Paragraph (4). Thus the total payable for debris removal expense in this example is $20,500; $9,500 of the debris removal expense is not covered. b. Preservation Of Property If it is necessary to move Covered Property from the described premises to preserve it from loss or damage by a Covered Cause of Loss, we will pay for any direct physical loss of or damage to that property: (1) While it is being moved or while tempo- rarily stored at another location; and (2) Only if the loss or damage occurs within 30 days after the property is first moved. c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Cov- ered Cause of Loss, we will pay up to $2,500, unless a different limit is shown in the Declarations, for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. d. Collapse The coverage provided under this Addi- tional Coverage – Collapse applies only to an abrupt collapse as described and limited in Paragraphs d.(1) through d.(7). (1) For the purpose of this Additional Cov- erage – Collapse, abrupt collapse means an abrupt falling down or caving in of a building or any part of a building with the result that the building or part of the building cannot be occupied for its intended purpose. (2) We will pay for direct physical loss or damage to Covered Property, caused by abrupt collapse of a building or any part of a building that is insured under this policy or that contains Covered Property insured under this policy, if such col- lapse is caused by one or more of the following: (a) Building decay that is hidden from view, unless the presence of such decay is known to an insured prior to collapse; (b) Insect or vermin damage that is hidden from view, unless the pres- ence of such damage is known to an insured prior to collapse; (c) Use of defective material or methods in construction, remodeling or reno- vation if the abrupt collapse occurs during the course of the construction, remodeling or renovation. (d) Use of defective material or methods in construction, remodeling or reno- vation if the abrupt collapse occurs after the construction, remodeling or renovation is complete, but only if the collapse is caused in part by: (i) A cause of loss listed in Para- graph (2)(a) or (2)(b); (ii) One or more of the "specified causes of loss"; (iii) Breakage of building glass; (iv) Weight of people or personal property; or (v) Weight of rain that collects on a roof. (3) This Additional Coverage – Collapse does not apply to: (a) A building or any part of a building that is in danger of falling down or caving in; COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 5 of 48 (b) A part of a building that is standing, even if it has separated from another part of the building; or (c) A building that is standing or any part of a building that is standing, even if it shows evidence of cracking, bulg- ing, sagging, bending, leaning, set- tling, shrinkage or expansion. (4) With respect to the following property: (a) Awnings; (b) Gutters and downspouts; (c) Yard fixtures; (d) Outdoor swimming pools; (e) Piers, wharves and docks; (f) Beach or diving platforms or appur- tenances; (g) Retaining walls; and (h) Walks, roadways and other paved surfaces; if an abrupt collapse is caused by a cause of loss listed in Paragraphs (2)(a) through (2)(d), we will pay for loss or damage to that property only if such loss or damage is a direct result of the abrupt collapse of a building insured under this policy and the property is Covered Property under this policy. (5) If personal property abruptly falls down or caves in and such collapse is not the result of abrupt collapse of a building, we will pay for loss or damage to Cov- ered Property caused by such collapse of personal property only if: (a) The collapse of personal property was caused by a cause of loss listed in Paragraphs (2)(a) through (2)(d) of this Additional Coverage; (b) The personal property which col- lapses is inside a building; and (c) The property which collapses is not of a kind listed in Paragraph (4), re- gardless of whether that kind of property is considered to be personal property or real property. The coverage stated in this Paragraph (5) does not apply to personal property if marring and/or scratching is the only damage to that personal property caused by the collapse. (6) This Additional Coverage – Collapse does not apply to personal property that has not abruptly fallen down or caved in, even if the personal property shows evi- dence of cracking, bulging, sagging, bending, leaning, settling, shrinkage or expansion. (7) This Additional Coverage – Collapse will not increase the Limits of Insurance pro- vided in this policy. (8) The term Covered Cause of Loss in- cludes the Additional Coverage – Col- lapse as described and limited in Para- graphs d.(1) through d.(7). e. Water Damage, Other Liquids, Powder Or Molten Material Damage If loss or damage caused by or resulting from covered water or other liquid, powder or molten material occurs, we will also pay the cost to tear out and replace any part of the building or structure to repair damage to the system or appliance from which the wa- ter or other substance escapes. We will not pay the cost to repair any defect that caused the loss or damage; but we will pay the cost to repair or replace damaged parts of fire extinguishing equipment if the damage: (1) Results in discharge of any substance from an automatic fire protection sys- tem; or (2) Is directly caused by freezing. f. Business Income (1) Business Income (a) We will pay for the actual loss of Business Income you sustain due to the necessary suspension of your "operations" during the "period of restoration". The suspension must be caused by direct physical loss of or damage to property at the de- scribed premises. The loss or dam- age must be caused by or result from a Covered Cause of Loss. With respect to loss of or damage to per- sonal property in the open or per- sonal property in a vehicle, the de- scribed premises include the area within 100 feet of the site at which the described premises are located. BUSINESSOWNER’S POLICY Page 6 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 With respect to the requirements set forth in the preceding paragraph, if you occupy only part of the site at which the described premises are lo- cated, your premises means: (i) The portion of the building which you rent, lease or occupy; and (ii) Any area within the building or on the site at which the described premises are located, if that area services, or is used to gain ac- cess to, the described premises. (b) We will only pay for loss of Business Income that you sustain during the "period of restoration" and that oc- curs within 12 consecutive months after the date of direct physical loss or damage. We will only pay for ordi- nary payroll expenses for 60 days following the date of direct physical loss or damage, unless a greater number of days is shown in the Dec- larations. (c) Business Income means the: (i) Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred if no physical loss or damage had occurred, but not including any Net Income that would likely have been earned as a result of an in- crease in the volume of business due to favorable business condi- tions caused by the impact of the Covered Cause of Loss on cus- tomers or on other businesses; and (ii) Continuing normal operating expenses incurred, including pay- roll. (d) Ordinary payroll expenses: (i) Means payroll expenses for all your employees except: i. Officers; ii. Executives; iii. Department Managers; iv. Employees under contract; and v. Additional Exemptions shown in the Declarations as: Job Classifications; or Employees. (ii) Include: i. Payroll; ii. Employee benefits, if directly related to payroll; iii. FICA payments you pay; iv. Union dues you pay; and v. Workers' compensation pre- miums. (2) Extended Business Income (a) If the necessary suspension of your "operations" produces a Business Income loss payable under this pol- icy, we will pay for the actual loss of Business Income you incur during the period that: (i) Begins on the date property ex- cept finished stock is actually re- paired, rebuilt or replaced and "operations" are resumed; and (ii) Ends on the earlier of: i. The date you could restore your "operations", with rea- sonable speed, to the level which would generate the Business Income amount that would have existed if no direct physical loss or damage had occurred; or ii. 30 consecutive days after the date determined in Paragraph (a)(i) above, unless a greater number of consecutive days is shown in the Declarations. However, Extended Business In- come does not apply to loss of Busi- ness Income incurred as a result of unfavorable business conditions caused by the impact of the Covered Cause of Loss in the area where the described premises are located. (b) Loss of Business Income must be caused by direct physical loss or damage at the described premises caused by or resulting from any Cov- ered Cause of Loss. (3) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; or COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 7 of 48 (b) That a part or all of the described premises is rendered untenantable, if coverage for Business Income ap- plies. (4) This Additional Coverage is not subject to the Limits of Insurance of Section I – Property. g. Extra Expense (1) We will pay necessary Extra Expense you incur during the "period of restora- tion" that you would not have incurred if there had been no direct physical loss or damage to property at the described premises. The loss or damage must be caused by or result from a Covered Cause of Loss. With respect to loss of or damage to personal property in the open or personal property in a vehicle, the described premises include the area within 100 feet of the site at which the described premises are located. With respect to the requirements set forth in the preceding paragraph, if you occupy only part of the site at which the described premises are located, your premises means: (a) The portion of the building which you rent, lease or occupy; and (b) Any area within the building or on the site at which the described premises are located, if that area services, or is used to gain access to, the de- scribed premises. (2) Extra Expense means expense in- curred: (a) To avoid or minimize the suspension of business and to continue "opera- tions": (i) At the described premises; or (ii) At replacement premises or at temporary locations, including re- location expenses, and costs to equip and operate the replace- ment or temporary locations. (b) To minimize the suspension of busi- ness if you cannot continue "opera- tions". (c) To: (i) Repair or replace any property; or (ii) Research, replace or restore the lost information on damaged "valuable papers and records"; to the extent it reduces the amount of loss that otherwise would have been payable under this Additional Coverage or Additional Coverage f. Business Income. (3) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; or (b) That a part or all of the described premises is rendered untenantable, if coverage for Business Income ap- plies. (4) We will only pay for Extra Expense that occurs within 12 consecutive months af- ter the date of direct physical loss or damage. This Additional Coverage is not subject to the Limits of Insurance of Section I – Property. h. Pollutant Clean-up And Removal We will pay your expense to extract "pollut- ants" from land or water at the described premises if the discharge, dispersal, seep- age, migration, release or escape of the "pollutants" is caused by or results from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the date on which the Covered Cause of Loss occurs. This Additional Coverage does not apply to costs to test for, monitor or assess the exis- tence, concentration or effects of "pollut- ants". But we will pay for testing which is performed in the course of extracting the "pollutants" from the land or water. The most we will pay for each location un- der this Additional Coverage is $10,000 for the sum of all such expenses arising out of Covered Causes of Loss occurring during each separate 12-month period of this pol- icy. i. Civil Authority When a Covered Cause of Loss causes damage to property other than property at the described premises, we will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises, provided that both of the following apply: BUSINESSOWNER’S POLICY Page 8 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (1) Access to the area immediately sur- rounding the damaged property is pro- hibited by civil authority as a result of the damage, and the described prem- ises are within that area but are not more than one mile from the damaged property; and (2) The action of civil authority is taken in response to dangerous physical condi- tions resulting from the damage or con- tinuation of the Covered Cause of Loss that caused the damage, or the action is taken to enable a civil authority to have unimpeded access to the damaged property. Civil Authority coverage for Business In- come will begin 72 hours after the time of the first action of civil authority that prohibits access to the described premises and will apply for a period of up to four consecutive weeks from the date on which such cover- age began. Civil Authority coverage for necessary Extra Expense will begin immediately after the time of the first action of civil authority that prohibits access to the described premises and will end: (1) Four consecutive weeks after the date of that action; or (2) When your Civil Authority coverage for Business Income ends; whichever is later. The definitions of Business Income and Ex- tra Expense contained in the Business In- come and Extra Expense Additional Cover- ages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance of Section I – Property. j. Money Orders And "Counterfeit Money" We will pay for loss resulting directly from your having accepted in good faith, in ex- change for merchandise, "money" or ser- vices: (1) Money orders issued by any post office, express company or bank that are not paid upon presentation; or (2) "Counterfeit money" that is acquired during the regular course of business. The most we will pay for any loss under this Additional Coverage is $1,000. k. Forgery Or Alteration (1) We will pay for loss resulting directly from forgery or alteration of, any check, draft, promissory note, bill of exchange or similar written promise of payment in "money", that you or your agent has is- sued, or that was issued by someone who impersonates you or your agent. (2) If you are sued for refusing to pay the check, draft, promissory note, bill of ex- change or similar written promise of payment in "money", on the basis that it has been forged or altered, and you have our written consent to defend against the suit, we will pay for any rea- sonable legal expenses that you incur in that defense. (3) For the purpose of this coverage, check includes a substitute check as defined in the Check Clearing for the 21st Century Act, and will be treated the same as the original it replaced. (4) The most we will pay for any loss, in- cluding legal expenses, under this Addi- tional Coverage is $2,500, unless a higher Limit of Insurance is shown in the Declarations. l. Increased Cost Of Construction (1) This Additional Coverage applies only to buildings insured on a replacement cost basis. (2) In the event of damage by a Covered Cause of Loss to a building that is Cov- ered Property, we will pay the increased costs incurred to comply with enforce- ment of an ordinance or law in the course of repair, rebuilding or replace- ment of damaged parts of that property, subject to the limitations stated in Para- graphs (3) through (9) of this Additional Coverage. (3) The ordinance or law referred to in Paragraph (2) of this Additional Cover- age is an ordinance or law that regu- lates the construction or repair of build- ings or establishes zoning or land use requirements at the described premises, and is in force at the time of loss. (4) Under this Additional Coverage, we will not pay any costs due to an ordinance or law that: (a) You were required to comply with before the loss, even when the build- ing was undamaged; and COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 9 of 48 (b) You failed to comply with. (5) Under this Additional Coverage, we will not pay for: (a) The enforcement of any ordinance or law which requires demolition, repair, replacement, reconstruction, remod- eling or remediation of property due to contamination by "pollutants" or due to the presence, growth, prolif- eration, spread or any activity of "fungi", wet rot or dry rot; or (b) Any costs associated with the en- forcement of an ordinance or law which requires any insured or others to test for, monitor, clean up, re- move, contain, treat, detoxify or neu- tralize, or in any way respond to or assess the effects of "pollutants", "fungi", wet rot or dry rot. (6) The most we will pay under this Addi- tional Coverage, for each described building insured under Section I – Prop- erty, is $10,000. If a damaged build- ing(s) is covered under a blanket Limit of Insurance which applies to more than one building or item of property, then the most we will pay under this Additional Coverage, for each damaged building, is $10,000. The amount payable under this Addi- tional Coverage is additional insurance. (7) With respect to this Additional Cover- age: (a) We will not pay for the Increased Cost of Construction: (i) Until the property is actually re- paired or replaced, at the same or another premises; and (ii) Unless the repairs or replace- ment are made as soon as rea- sonably possible after the loss or damage, not to exceed two years. We may extend this period in writing during the two years. (b) If the building is repaired or replaced at the same premises, or if you elect to rebuild at another premises, the most we will pay for the Increased Cost of Construction is the increased cost of construction at the same premises. (c) If the ordinance or law requires relo- cation to another premises, the most we will pay for the Increased Cost of Construction is the increased cost of construction at the new premises. (8) This Additional Coverage is not subject to the terms of the Ordinance Or Law Exclusion, to the extent that such Exclu- sion would conflict with the provisions of this Additional Coverage. (9) The costs addressed in the Loss Pay- ment Property Loss Condition in Section I – Property do not include the increased cost attributable to enforcement of an ordinance or law. The amount payable under this Additional Coverage, as stated in Paragraph (6) of this Additional Coverage, is not subject to such limita- tion. m. Business Income From Dependent Properties (1) We will pay for the actual loss of Busi- ness Income you sustain due to physical loss or damage at the premises of a de- pendent property caused by or resulting from any Covered Cause of Loss. However, this Additional Coverage does not apply when the only loss to depend- ent property is loss or damage to "elec- tronic data", including destruction or cor- ruption of "electronic data". If the dependent property sustains loss or damage to "electronic data" and other property, coverage under this Additional Coverage will not continue once the other property is repaired, rebuilt or re- placed. The most we will pay under this Addi- tional Coverage is $5,000 unless a higher Limit of Insurance is indicated in the Declarations. (2) We will reduce the amount of your Busi- ness Income loss, other than Extra Ex- pense, to the extent you can resume "operations", in whole or in part, by us- ing any other available: (a) Source of materials; or (b) Outlet for your products. (3) If you do not resume "operations", or do not resume "operations" as quickly as possible, we will pay based on the length of time it would have taken to re- sume "operations" as quickly as possi- ble. BUSINESSOWNER’S POLICY Page 10 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (4) Dependent property means property owned by others whom you depend on to: (a) Deliver materials or services to you, or to others for your account. But services does not mean water, communication or power supply ser- vices; (b) Accept your products or services; (c) Manufacture your products for deliv- ery to your customers under contract for sale; or (d) Attract customers to your business. The dependent property must be located in the coverage territory of this policy. (5) The coverage period for Business In- come under this Additional Coverage: (a) Begins 72 hours after the time of direct physical loss or damage caused by or resulting from any Cov- ered Cause of Loss at the premises of the dependent property; and (b) Ends on the date when the property at the premises of the dependent property should be repaired, rebuilt or replaced with reasonable speed and similar quality. (6) The Business Income coverage period, as stated in Paragraph (5), does not in- clude any increased period required due to the enforcement of any ordinance or law that: (a) Regulates the construction, use or repair, or requires the tearing down of any property; or (b) Requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants". The expiration date of this policy will not reduce the Business Income coverage period. (7) The definition of Business Income con- tained in the Business Income Addi- tional Coverage also applies to this Business Income From Dependent Properties Additional Coverage. n. Glass Expenses (1) We will pay for expenses incurred to put up temporary plates or board up open- ings if repair or replacement of damaged glass is delayed. (2) We will pay for expenses incurred to remove or replace obstructions when repairing or replacing glass that is part of a building. This does not include re- moving or replacing window displays. o. Fire Extinguisher Systems Recharge Expense (1) We will pay: (a) The cost of recharging or replacing, whichever is less, your fire extin- guishers and fire extinguishing sys- tems (including hydrostatic testing if needed) if they are discharged on or within 100 feet of the described premises; and (b) For loss or damage to Covered Property if such loss or damage is the result of an accidental discharge of chemicals from a fire extinguisher or a fire extinguishing system. (2) No coverage will apply if the fire extin- guishing system is discharged during in- stallation or testing. (3) The most we will pay under this Addi- tional Coverage is $5,000 in any one occurrence. p. Electronic Data (1) Subject to the provisions of this Addi- tional Coverage, we will pay for the cost to replace or restore "electronic data" which has been destroyed or corrupted by a Covered Cause of Loss. To the ex- tent that "electronic data" is not replaced or restored, the loss will be valued at the cost of replacement of the media on which the "electronic data" was stored, with blank media of substantially identi- cal type. (2) The Covered Causes of Loss applicable to Business Personal Property include a computer virus, harmful code or similar instruction introduced into or enacted on a computer system (including "electronic data") or a network to which it is con- nected, designed to damage or destroy any part of the system or disrupt its normal operation. But there is no cover- age for loss or damage caused by or re- sulting from manipulation of a computer system (including "electronic data") by any employee, including a temporary or leased employee, or by an entity re- tained by you, or for you, to inspect, de- sign, install, modify, maintain, repair or replace that system. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 11 of 48 (3) The most we will pay under this Addi- tional Coverage – Electronic Data for all loss or damage sustained in any one policy year, regardless of the number of occurrences of loss or damage or the number of premises, locations or com- puter systems involved, is $10,000, unless a higher Limit of Insurance is shown in the Declarations. If loss pay- ment on the first occurrence does not exhaust this amount, then the balance is available for subsequent loss or damage sustained in, but not after, that policy year. With respect to an occurrence which begins in one policy year and continues or results in additional loss or damage in a subsequent policy year(s), all loss or damage is deemed to be sus- tained in the policy year in which the oc- currence began. q. Interruption Of Computer Operations (1) Subject to all provisions of this Addi- tional Coverage, you may extend the in- surance that applies to Business Income and Extra Expense to apply to a sus- pension of "operations" caused by an in- terruption in computer operations due to destruction or corruption of "electronic data" due to a Covered Cause of Loss. (2) With respect to the coverage provided under this Additional Coverage, the Covered Causes of Loss are subject to the following: (a) Coverage under this Additional Cov- erage – Interruption Of Computer Operations is limited to the "specified causes of loss" and Collapse. (b) If the Businessowners Coverage Form is endorsed to add a Covered Cause of Loss, the additional Cov- ered Cause of Loss does not apply to the coverage provided under this Additional Coverage. (c) The Covered Causes of Loss include a computer virus, harmful code or similar instruction introduced into or enacted on a computer system (in- cluding "electronic data") or a net- work to which it is connected, de- signed to damage or destroy any part of the system or disrupt its nor- mal operation. But there is no cover- age for an interruption related to ma- nipulation of a computer system (including "electronic data") by any employee, including a temporary or leased employee, or by an entity re- tained by you, or for you, to inspect, design, install, modify, maintain, re- pair or replace that system. (3) The most we will pay under this Addi- tional Coverage – Interruption Of Com- puter Operations for all loss sustained and expense incurred in any one policy year, regardless of the number of inter- ruptions or the number of premises, lo- cations or computer systems involved, is $10,000 unless a higher Limit of Insur- ance is shown in the Declarations. If loss payment relating to the first inter- ruption does not exhaust this amount, then the balance is available for loss or expense sustained or incurred as a re- sult of subsequent interruptions in that policy year. A balance remaining at the end of a policy year does not increase the amount of insurance in the next pol- icy year. With respect to any interruption which begins in one policy year and continues or results in additional loss or expense in a subsequent policy year(s), all loss and expense is deemed to be sustained or incurred in the policy year in which the interruption began. (4) This Additional Coverage – Interruption Of Computer Operations does not apply to loss sustained or expense incurred after the end of the "period of restora- tion", even if the amount of insurance stated in (3) above has not been ex- hausted. (5) Coverage for Business Income does not apply when a suspension of "operations" is caused by destruction or corruption of "electronic data", or any loss or damage to "electronic data", except as provided under Paragraphs (1) through (4) of this Additional Coverage. (6) Coverage for Extra Expense does not apply when action is taken to avoid or minimize a suspension of "operations" caused by destruction or corruption of "electronic data", or any loss or damage to "electronic data", except as provided under Paragraphs (1) through (4) of this Additional Coverage. r. Limited Coverage For "Fungi", Wet Rot Or Dry Rot (1) The coverage described in Paragraphs r.(2) and r.(6) only applies when the "fungi", wet rot or dry rot are the result of a "specified cause of loss" other than BUSINESSOWNER’S POLICY Page 12 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 fire or lightning that occurs during the policy period and only if all reasonable means were used to save and preserve the property from further damage at the time of and after that occurrence. (2) We will pay for loss or damage by "fungi", wet rot or dry rot. As used in this Limited Coverage, the term loss or damage means: (a) Direct physical loss or damage to Covered Property caused by "fungi", wet rot or dry rot, including the cost of removal of the "fungi", wet rot or dry rot; (b) The cost to tear out and replace any part of the building or other property as needed to gain access to the "fungi", wet rot or dry rot; and (c) The cost of testing performed after removal, repair, replacement or res- toration of the damaged property is completed, provided there is a rea- son to believe that "fungi", wet rot or dry rot are present. (3) The coverage described under this Limited Coverage is limited to $15,000. Regardless of the number of claims, this limit is the most we will pay for the total of all loss or damage arising out of all occurrences of "specified causes of loss" (other than fire or lightning) which take place in a 12-month period (starting with the beginning of the present annual policy period). With respect to a particu- lar occurrence of loss which results in "fungi", wet rot or dry rot, we will not pay more than the total of $15,000 even if the "fungi", wet rot or dry rot continues to be present or active, or recurs, in a later policy period. (4) The coverage provided under this Lim- ited Coverage does not increase the applicable Limit of Insurance on any Covered Property. If a particular occur- rence results in loss or damage by "fungi", wet rot or dry rot, and other loss or damage, we will not pay more, for the total of all loss or damage, than the ap- plicable Limit of Insurance on the af- fected Covered Property. If there is covered loss or damage to Covered Property, not caused by "fungi", wet rot or dry rot, loss payment will not be limited by the terms of this Limited Coverage, except to the extent that "fungi", wet rot or dry rot causes an increase in the loss. Any such increase in the loss will be subject to the terms of this Limited Coverage. (5) The terms of this Limited Coverage do not increase or reduce the coverage provided under the Water Damage, Other Liquids, Powder Or Molten Mate- rial Damage or Collapse Additional Cov- erages. (6) The following applies only if Business Income and/or Extra Expense Coverage applies to the described premises and only if the suspension of "operations" satisfies all the terms and conditions of the applicable Business Income and/or Extra Expense Additional Coverage. (a) If the loss which resulted in "fungi", wet rot or dry rot does not in itself necessitate a suspension of "opera- tions", but such suspension is nec- essary due to loss or damage to property caused by "fungi", wet rot or dry rot, then our payment under the Business Income and/or Extra Ex- pense is limited to the amount of loss and/or expense sustained in a period of not more than 30 days. The days need not be consecutive. (b) If a covered suspension of "opera- tions" was caused by loss or damage other than "fungi", wet rot or dry rot, but remediation of "fungi", wet rot or dry rot prolongs the "period of resto- ration", we will pay for loss and/or expense sustained during the delay (regardless of when such a delay occurs during the "period of restora- tion"), but such coverage is limited to 30 days. The days need not be con- secutive. 6. Coverage Extensions In addition to the Limits of Insurance of Section I – Property, you may extend the insurance provided by this policy as provided below. Except as otherwise provided, the following Ex- tensions apply to property located in or on the building described in the Declarations or in the open (or in a vehicle) within 100 feet of the de- scribed premises. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 13 of 48 a. Newly Acquired Or Constructed Property (1) Buildings If this policy covers Buildings, you may extend that insurance to apply to: (a) Your new buildings while being built on the described premises; and (b) Buildings you acquire at premises other than the one described, in- tended for: (i) Similar use as the building de- scribed in the Declarations; or (ii) Use as a warehouse. The most we will pay for loss or damage under this Extension is $250,000 at each building. (2) Business Personal Property If this policy covers Business Personal Property, you may extend that insurance to apply to: (a) Business Personal Property, including such property that you newly acquire, at any location you acquire; (b) Business Personal Property, including such property that you newly acquire, located at your newly constructed or acquired buildings at the location de- scribed in the Declarations; or (c) Business Personal Property that you newly acquire, located at the described premises. This Extension does not apply to per- sonal property that you temporarily ac- quire in the course of installing or per- forming work on such property or your wholesale activities. The most we will pay for loss or damage under this Extension is $100,000 at each building. (3) Period Of Coverage With respect to insurance on or at each newly acquired or constructed property, coverage will end when any of the fol- lowing first occurs: (a) This policy expires; (b) 30 days expire after you acquire the property or begin construction of that part of the building that would qualify as covered property; or (c) You report values to us. We will charge you additional premium for values reported from the date you acquire the property or begin construc- tion of that part of the building that would qualify as covered property. b. Personal Property Off-premises You may extend the insurance provided by this policy to apply to your Covered Prop- erty, other than "money" and "securities", "valuable papers and records" or accounts receivable, while it is in the course of transit or at a premises you do not own, lease or operate. The most we will pay for loss or damage under this Extension is $10,000. c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs at- tached to buildings), trees, shrubs and plants, including debris removal expense. Loss or damage must be caused by or re- sult from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $2,500, unless a higher Limit of Insurance for Outdoor Prop- erty is shown in the Declarations, but not more than $1,000 for any one tree, shrub or plant. d. Personal Effects You may extend the insurance that applies to Business Personal Property to apply to personal effects owned by you, your offi- cers, your partners or "members", your "managers" or your employees. This exten- sion does not apply to: (1) Tools or equipment used in your busi- ness; or (2) Loss or damage by theft. The most we will pay for loss or damage under this Extension is $2,500 at each de- scribed premises. BUSINESSOWNER’S POLICY Page 14 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 e. Valuable Papers And Records (1) You may extend the insurance that applies to Business Personal Property to apply to direct physical loss or dam- age to "valuable papers and records" that you own, or that are in your care, custody or control caused by or resulting from a Covered Cause of Loss. This Coverage Extension includes the cost to research, replace or restore the lost in- formation on "valuable papers and re- cords" for which duplicates do not exist. (2) This Coverage Extension does not apply to: (a) Property held as samples or for delivery after sale; and (b) Property in storage away from the premises shown in the Declarations. (3) The most we will pay under this Cover- age Extension for loss or damage to "valuable papers and records" in any one occurrence at the described prem- ises is $10,000, unless a higher Limit of Insurance for "valuable papers and re- cords" is shown in the Declarations. For "valuable papers and records" not at the described premises, the most we will pay is $5,000. (4) Loss or damage to "valuable papers and records" will be valued at the cost of res- toration or replacement of the lost or damaged information. To the extent that the contents of the "valuable papers and records" are not restored, the "valuable papers and records" will be valued at the cost of replacement with blank mate- rials of substantially identical type. (5) Paragraph B. Exclusions in Section I – Property does not apply to this Cover- age Extension except for: (a) Paragraph B.1.c., Governmental Action; (b) Paragraph B.1.d., Nuclear Hazard; (c) Paragraph B.1.f., War And Military Action; (d) Paragraph B.2.f., Dishonesty; (e) Paragraph B.2.g., False Pretense; (f) Paragraph B.2.m.(2), Errors Or Omissions; and (g) Paragraph B.3. f. Accounts Receivable (1) You may extend the insurance that applies to Business Personal Property to apply to accounts receivable. We will pay: (a) All amounts due from your custom- ers that you are unable to collect; (b) Interest charges on any loan re- quired to offset amounts you are un- able to collect pending our payment of these amounts; (c) Collection expenses in excess of your normal collection expenses that are made necessary by loss or dam- age; and (d) Other reasonable expenses that you incur to reestablish your records of accounts receivable; that result from direct physical loss or damage by any Covered Cause of Loss to your records of accounts receivable. (2) The most we will pay under this Cover- age Extension for loss or damage in any one occurrence at the described prem- ises is $10,000, unless a higher Limit of Insurance for accounts receivable is shown in the Declarations. For accounts receivable not at the de- scribed premises, the most we will pay is $5,000. (3) Paragraph B. Exclusions in Section I – Property does not apply to this Cover- age Extension except for: (a) Paragraph B.1.c., Governmental Action; (b) Paragraph B.1.d., Nuclear Hazard; (c) Paragraph B.1.f., War And Military Action; (d) Paragraph B.2.f., Dishonesty; (e) Paragraph B.2.g., False Pretense; (f) Paragraph B.3.; and (g) Paragraph B.6., Accounts Receiv- able Exclusion. B. Exclusions 1. We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes con- currently or in any sequence to the loss. These exclusions apply whether or not the loss event results in widespread damage or affects a sub- stantial area. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 15 of 48 a. Ordinance Or Law (1) The enforcement of any ordinance or law: (a) Regulating the construction, use or repair of any property; or (b) Requiring the tearing down of any property, including the cost of remov- ing its debris. (2) This exclusion, Ordinance Or Law, ap- plies whether the loss results from: (a) An ordinance or law that is enforced even if the property has not been damaged; or (b) The increased costs incurred to comply with an ordinance or law in the course of construction, repair, renovation, remodeling or demolition of property or removal of its debris, following a physical loss to that prop- erty. b. Earth Movement (1) Earthquake, including any earth sinking, rising or shifting related to such event; (2) Landslide, including any earth sinking, rising or shifting related to such event; (3) Mine subsidence, meaning subsidence of a man-made mine, whether or not mining activity has ceased; (4) Earth sinking (other than sinkhole col- lapse), rising or shifting including soil conditions which cause settling, crack- ing or other disarrangement of founda- tions or other parts of realty. Soil condi- tions include contraction, expansion, freezing, thawing, erosion, improperly compacted soil and the action of water under the ground surface. But if Earth Movement, as described in Paragraphs (1) through (4) above, results in fire or explosion, we will pay for the loss or damage caused by that fire or explosion. (5) Volcanic eruption, explosion or effusion. But if volcanic eruption, explosion or ef- fusion results in fire, building glass breakage or volcanic action, we will pay for the loss or damage caused by that fire, building glass breakage or volcanic action. Volcanic action means direct loss or damage resulting from the eruption of a volcano when the loss or damage is caused by: (a) Airborne volcanic blast or airborne shock waves; (b) Ash, dust or particulate matter; or (c) Lava flow. All volcanic eruptions that occur within any 168-hour period will constitute a sin- gle occurrence. Volcanic action does not include the cost to remove ash, dust or particulate matter that does not cause direct physi- cal loss of or damage to Covered Prop- erty. c. Governmental Action Seizure or destruction of property by order of governmental authority. But we will pay for loss or damage caused by or resulting from acts of destruction or- dered by governmental authority and taken at the time of a fire to prevent its spread, if the fire would be covered under this policy. d. Nuclear Hazard Nuclear reaction or radiation, or radioactive contamination, however caused. But if nuclear reaction or radiation, or radio- active contamination, results in fire, we will pay for the loss or damage caused by that fire. e. Utility Services The failure of power, communication, water or other utility service supplied to the de- scribed premises, however caused, if the failure: (1) Originates away from the described premises; or (2) Originates at the described premises, but only if such failure involves equip- ment used to supply the utility service to the described premises from a source away from the described premises. Failure of any utility service includes lack of sufficient capacity and reduction in supply. Loss or damage caused by a surge of power is also excluded, if the surge would not have occurred but for an event causing a failure of power. But if the failure or surge of power, or the failure of communication, water or other util- ity service, results in a Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss. BUSINESSOWNER’S POLICY Page 16 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 Communication services include but are not limited to service relating to Internet access or access to any electronic, cellular or satel- lite network. This exclusion does not apply to loss or damage to "computer(s)" and "electronic data". f. War And Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernmental authority in hindering or de- fending against any of these. g. Water (1) Flood, surface water, waves (including tidal wave and tsunami), tides, tidal wa- ter, overflow of any body of water, or spray from any of these, all whether or not driven by wind (including storm surge); (2) Mudslide or mudflow; (3) Water that backs up or overflows or is otherwise discharged from a sewer, drain, sump, sump pump or related equipment; (4) Water under the ground surface press- ing on, or flowing or seeping through: (a) Foundations, walls, floors or paved surfaces; (b) Basements, whether paved or not; or (c) Doors, windows or other openings; or (5) Waterborne material carried or other- wise moved by any of the water referred to in Paragraph (1), (3) or (4), or mate- rial carried or otherwise moved by mud- slide or mudflow. This exclusion applies regardless of whether any of the above, in Paragraphs (1) through (5), is caused by an act of na- ture or is otherwise caused. An example of a situation to which this exclusion applies is the situation where a dam, levee, seawall or other boundary or containment system fails in whole or in part, for any reason, to con- tain the water. But if any of the above, in Paragraphs (1) through (5), results in fire, explosion or sprinkler leakage, we will pay for the loss or damage caused by that fire, explosion or sprinkler leakage. h. Certain Computer-related Losses (1) The failure, malfunction or inadequacy of: (a) Any of the following, whether belong- ing to any insured or to others: (i) "Computer" hardware, including microprocessors or other elec- tronic data processing equipment as may be described elsewhere in this policy; (ii) "Computer" application software or other "electronic data" as may be described elsewhere in this policy; (iii) "Computer" operating systems and related software; (iv) "Computer" networks; (v) Microprocessors ("computer" chips) not part of any "computer" system; or (vi) Any other computerized or elec- tronic equipment or components; or (b) Any other products, and any ser- vices, data or functions that directly or indirectly use or rely upon, in any manner, any of the items listed in Paragraph (a) above; due to the inability to correctly recog- nize, distinguish, interpret or accept one or more dates or times. An example is the inability of computer software to rec- ognize the year 2000. (2) Any advice, consultation, design, evaluation, inspection, installation, main- tenance, repair, replacement or supervi- sion provided or done by you or for you to determine, rectify or test for, any po- tential or actual problems described in Paragraph (1) above. However, if excluded loss or damage, as described in Paragraph (1) above results in a "specified cause of loss" under Section I – Property, we will pay only for the loss or damage caused by such "specified cause of loss". COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 17 of 48 We will not pay for repair, replacement or modification of any items in Paragraph (1)(a) or (1)(b) to correct any deficiencies or change any features. i. "Fungi", Wet Rot Or Dry Rot Presence, growth, proliferation, spread or any activity of "fungi", wet rot or dry rot. But if "fungi", wet rot or dry rot result in a "specified cause of loss", we will pay for the loss or damage caused by that "specified cause of loss". This exclusion does not apply: (1) When "fungi", wet rot or dry rot result from fire or lightning; or (2) To the extent that coverage is provided in the Limited Coverage For "Fungi", Wet Rot Or Dry Rot Additional Cover- age, with respect to loss or damage by a cause of loss other than fire or lightning. j. Virus Or Bacteria (1) Any virus, bacterium or other microor- ganism that induces or is capable of in- ducing physical distress, illness or dis- ease. (2) However, the exclusion in Paragraph (1) does not apply to loss or damage caused by or resulting from "fungi", wet rot or dry rot. Such loss or damage is addressed in Exclusion i.; (3) With respect to any loss or damage subject to the exclusion in Paragraph (1), such exclusion supersedes any ex- clusion relating to "pollutants". 2. We will not pay for loss or damage caused by or resulting from any of the following: a. Electrical Apparatus Artificially generated electrical, magnetic or electromagnetic energy that damages, dis- turbs, disrupts or otherwise interferes with any: (1) Electrical or electronic wire, device, appliance, system or network; or (2) Device, appliance, system or network utilizing cellular or satellite technology. For the purpose of this exclusion, electrical, magnetic or electromagnetic energy in- cludes but is not limited to: (1) Electrical current, including arcing; (2) Electrical charge produced or conducted by a magnetic or electromagnetic field; (3) Pulse of electromagnetic energy; or (4) Electromagnetic waves or microwaves. But if fire results, we will pay for the loss or damage caused by fire. We will pay for loss or damage to "com- puter(s)" due to artificially generated elec- trical, magnetic or electromagnetic energy if such loss or damage is caused by or results from: (1) An occurrence that took place within 100 feet of the described premises; or (2) Interruption of electric power supply, power surge, blackout or brownout if the cause of such occurrence took place within 100 feet of the described prem- ises. b. Consequential Losses Delay, loss of use or loss of market. c. Smoke, Vapor, Gas Smoke, vapor or gas from agricultural smudging or industrial operations. d. Steam Apparatus Explosion of steam boilers, steam pipes, steam engines or steam turbines owned or leased by you, or operated under your con- trol. But if explosion of steam boilers, steam pipes, steam engines or steam turbines re- sults in fire or combustion explosion, we will pay for the loss or damage caused by that fire or combustion explosion. We will also pay for loss or damage caused by or result- ing from the explosion of gases or fuel within the furnace of any fired vessel or within the flues or passages through which the gases of combustion pass. e. Frozen Plumbing Water, other liquids, powder or molten ma- terial that leaks or flows from plumbing, heating, air conditioning or other equipment (except fire protective systems) caused by or resulting from freezing, unless: (1) You do your best to maintain heat in the building or structure; or (2) You drain the equipment and shut off the supply if the heat is not maintained. f. Dishonesty Dishonest or criminal acts by you, anyone else with an interest in the property, or any of your or their partners, "members", offi- cers, "managers", employees, directors, trustees, authorized representatives or any- one to whom you entrust the property for any purpose: BUSINESSOWNER’S POLICY Page 18 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (1) Acting alone or in collusion with others; or (2) Whether or not occurring during the hours of employment. This exclusion does not apply to acts of de- struction by your employees; but theft by employees is not covered. With respect to accounts receivable and "valuable papers and records", this exclu- sion does not apply to carriers for hire. This exclusion does not apply to coverage that is provided under the Employee Dis- honesty Optional Coverage. g. False Pretense Voluntary parting with any property by you or anyone else to whom you have entrusted the property if induced to do so by any fraudulent scheme, trick, device or false pretense. h. Exposed Property Rain, snow, ice or sleet to personal prop- erty in the open. i. Collapse (1) Collapse, including any of the following conditions of property or any part of the property: (a) An abrupt falling down or caving in; (b) Loss of structural integrity, including separation of parts of the property or property in danger of falling down or caving in; or (c) Any cracking, bulging, sagging, bending, leaning, settling, shrinkage or expansion as such condition re- lates to Paragraph i.(1)(a) or i.(1)(b). But if collapse results in a Covered Cause of Loss at the described premises, we will pay for the loss or damage caused by that Covered Cause of Loss. (2) This Exclusion i., does not apply: (a) To the extent that coverage is pro- vided under the Additional Coverage – Collapse; or (b) To collapse caused by one or more of the following: (i) The "specified causes of loss"; (ii) Breakage of building glass; (iii) Weight of rain that collects on a roof; or (iv) Weight of people or personal property. j. Pollution We will not pay for loss or damage caused by or resulting from the discharge, disper- sal, seepage, migration, release or escape of "pollutants" unless the discharge, disper- sal, seepage, migration, release or escape is itself caused by any of the "specified causes of loss". But if the discharge, dis- persal, seepage, migration, release or es- cape of "pollutants" results in a "specified cause of loss", we will pay for the loss or damage caused by that "specified cause of loss". k. Neglect Neglect of an insured to use all reasonable means to save and preserve property from further damage at and after the time of loss. l. Other Types Of Loss (1) Wear and tear; (2) Rust or other corrosion, decay, deterio- ration, hidden or latent defect or any quality in property that causes it to dam- age or destroy itself; (3) Smog; (4) Settling, cracking, shrinking or expan- sion; (5) Nesting or infestation, or discharge or release of waste products or secretions, by insects, birds, rodents or other ani- mals; (6) Mechanical breakdown, including rup- ture or bursting caused by centrifugal force. This exclusion does not apply with re- spect to the breakdown of "com- puter(s)"; (7) The following causes of loss to personal property: (a) Dampness or dryness of atmos- phere; (b) Changes in or extremes of tempera- ture; or (c) Marring or scratching. But if an excluded cause of loss that is listed in Paragraphs (1) through (7) above results in a "specified cause of loss" or building glass breakage, we will pay for the loss or damage caused by that "specified cause of loss" or building glass breakage. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 19 of 48 m. Errors Or Omissions Errors or omissions in: (1) Programming, processing or storing data, as described under "electronic data" or in any "computer" operations; or (2) Processing or copying "valuable papers and records". However, we will pay for direct physical loss or damage caused by resulting fire or ex- plosion if these causes of loss would be covered by this coverage form. n. Installation, Testing, Repair Errors or deficiency in design, installation, testing, maintenance, modification or repair of your "computer" system including "elec- tronic data". However, we will pay for direct physical loss or damage caused by resulting fire or ex- plosion if these causes of loss would be covered by this coverage form. o. Electrical Disturbance Electrical or magnetic injury, disturbance or erasure of "electronic data", except as pro- vided for under the Additional Coverages of Section I – Property. However, we will pay for direct loss or dam- age caused by lightning. p. Continuous Or Repeated Seepage Or Leakage Of Water Continuous or repeated seepage or leak- age of water, or the presence or condensa- tion of humidity, moisture or vapor, that oc- curs over a period of 14 days or more. 3. We will not pay for loss or damage caused by or resulting from any of the following Para- graphs a. through c. But if an excluded cause of loss that is listed in Paragraphs a. through c. results in a Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss. a. Weather Conditions Weather conditions. But this exclusion only applies if weather conditions contribute in any way with a cause or event excluded in Paragraph B.1. above to produce the loss or damage. b. Acts Or Decisions Acts or decisions, including the failure to act or decide, of any person, group, organiza- tion or governmental body. c. Negligent Work Faulty, inadequate or defective: (1) Planning, zoning, development, survey- ing, siting; (2) Design, specifications, workmanship, repair, construction, renovation, remod- eling, grading, compaction; (3) Materials used in repair, construction, renovation or remodeling; or (4) Maintenance; of part or all of any property on or off the described premises. 4. Additional Exclusion The following applies only to the property specified in this Additional Exclusion. Loss Or Damage To Products We will not pay for loss or damage to any mer- chandise, goods or other product caused by or resulting from error or omission by any person or entity (including those having possession under an arrangement where work or a portion of the work is outsourced) in any stage of the development, production or use of the product, including planning, testing, processing, pack- aging, installation, maintenance or repair. This exclusion applies to any effect that compromises the form, substance or quality of the product. But if such error or omission results in a Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss. 5. Business Income And Extra Expense Exclusions a. We will not pay for: (1) Any Extra Expense, or increase of Busi- ness Income loss, caused by or result- ing from: (a) Delay in rebuilding, repairing or replacing the property or resuming "operations", due to interference at the location of the rebuilding, repair or replacement by strikers or other persons; or (b) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the suspension of "operations", we will cover such loss that affects your Business In- come during the "period of restora- tion" and any extension of the "pe- riod of restoration" in accordance with the terms of the Extended Busi- ness Income Additional Coverage. BUSINESSOWNER’S POLICY Page 20 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (2) Any other consequential loss. b. With respect to this exclusion, suspension means: (1) The partial slowdown or complete ces- sation of your business activities; and (2) That a part or all of the described prem- ises is rendered untenantable, if cover- age for Business Income applies. 6. Accounts Receivable Exclusion The following additional exclusion applies to the Accounts Receivable Coverage Extension: We will not pay for: a. Loss or damage caused by or resulting from alteration, falsification, concealment or destruction of records of accounts receiv- able done to conceal the wrongful giving, taking or withholding of "money", "securi- ties" or other property. This exclusion applies only to the extent of the wrongful giving, taking or withholding. b. Loss or damage caused by or resulting from bookkeeping, accounting or billing er- rors or omissions. c. Any loss or damage that requires any audit of records or any inventory computation to prove its factual existence. C. Limits Of Insurance 1. The most we will pay for loss or damage in any one occurrence is the applicable Limits of In- surance of Section I – Property shown in the Declarations. 2. The most we will pay for loss of or damage to outdoor signs attached to buildings is $1,000 per sign in any one occurrence. 3. The amounts of insurance applicable to the Coverage Extensions and the following Addi- tional Coverages apply in accordance with the terms of such coverages and are in addition to the Limits of Insurance of Section I – Property: a. Fire Department Service Charge; b. Pollutant Clean-up And Removal; c. Increased Cost Of Construction; d. Business Income From Dependent Proper- ties; e. Electronic Data; and f. Interruption Of Computer Operations. 4. Building Limit – Automatic Increase a. In accordance with Paragraph C.4.b., the Limit of Insurance for Buildings will auto- matically increase by 8%, unless a different percentage of annual increase is shown in the Declarations. b. The amount of increase is calculated as follows: (1) Multiply the Building limit that applied on the most recent of the policy inception date, the policy anniversary date, or any other policy change amending the Build- ing limit by: (a) The percentage of annual increase shown in the Declarations, ex- pressed as a decimal (example: 7% is .07); or (b) .08, if no percentage of annual in- crease is shown in the Declarations; and (2) Multiply the number calculated in accor- dance with b.(1) by the number of days since the beginning of the current policy year, or the effective date of the most recent policy change amending the Building limit, divided by 365. Example: If: The applicable Building limit is $100,000. The annual percentage in- crease is 8%. The number of days since the beginning of the policy year (or last policy change) is 146. The amount of increase is $100,000 x .08 x 146 365 = $3,200. 5. Business Personal Property Limit – Seasonal Increase a. Subject to Paragraph 5.b., the Limit of Insurance for Business Personal Property is automatically increased by: (1) The Business Personal Property – Sea- sonal Increase percentage shown in the Declarations; or (2) 25% if no Business Personal Property – Seasonal Increase percentage is shown in the Declarations; to provide for seasonal variances. b. The increase described in Paragraph 5.a will apply only if the Limit of Insurance shown for Business Personal Property in the Declarations is at least 100% of your average monthly values during the lesser of: (1) The 12 months immediately preceding the date the loss or damage occurs; or COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 21 of 48 (2) The period of time you have been in business as of the date the loss or dam- age occurs. D. Deductibles 1. We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the Deductible shown in the Declara- tions. We will then pay the amount of loss or damage in excess of the Deductible up to the applicable Limit of Insurance of Section I – Property. 2. Regardless of the amount of the Deductible, the most we will deduct from any loss or dam- age under all of the following Optional Cover- ages in any one occurrence is the Optional Coverage Deductible shown in the Declara- tions: a. Money and Securities; b. Employee Dishonesty; c. Outdoor Signs; and d. Forgery or Alteration. But this Optional Coverage Deductible will not increase the Deductible shown in the Declara- tions. This Deductible will be used to satisfy the requirements of the Deductible in the Declara- tions. 3. No deductible applies to the following Addi- tional Coverages: a. Fire Department Service Charge; b. Business Income; c. Extra Expense; d. Civil Authority; and e. Fire Extinguisher Systems Recharge Ex- pense. E. Property Loss Conditions 1. Abandonment There can be no abandonment of any property to us. 2. Appraisal If we and you disagree on the amount of loss, either may make written demand for an ap- praisal of the loss. In this event, each party will select a competent and impartial appraiser. The two appraisers will select an umpire. If they cannot agree, either may request that se- lection be made by a judge of a court having jurisdiction. The appraisers will state separately the amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 3. Duties In The Event Of Loss Or Damage a. You must see that the following are done in the event of loss or damage to Covered Property: (1) Notify the police if a law may have been broken. (2) Give us prompt notice of the loss or damage. Include a description of the property involved. (3) As soon as possible, give us a descrip- tion of how, when and where the loss or damage occurred. (4) Take all reasonable steps to protect the Covered Property from further damage, and keep a record of your expenses necessary to protect the Covered Prop- erty, for consideration in the settlement of the claim. This will not increase the Limits of Insurance of Section I – Prop- erty. However, we will not pay for any subsequent loss or damage resulting from a cause of loss that is not a Cov- ered Cause of Loss. Also, if feasible, set the damaged property aside and in the best possible order for examination. (5) At our request, give us complete inven- tories of the damaged and undamaged property. Include quantities, costs, val- ues and amount of loss claimed. (6) As often as may be reasonably required, permit us to inspect the property proving the loss or damage and examine your books and records. Also permit us to take samples of dam- aged and undamaged property for in- spection, testing and analysis, and per- mit us to make copies from your books and records. (7) Send us a signed, sworn proof of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. (8) Cooperate with us in the investigation or settlement of the claim. (9) Resume all or part of your "operations" as quickly as possible. BUSINESSOWNER’S POLICY Page 22 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 b. We may examine any insured under oath, while not in the presence of any other in- sured and at such times as may be rea- sonably required, about any matter relating to this insurance or the claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. 4. Legal Action Against Us No one may bring a legal action against us un- der this insurance unless: a. There has been full compliance with all of the terms of this insurance; and b. The action is brought within two years after the date on which the direct physical loss or damage occurred. 5. Loss Payment In the event of loss or damage covered by this policy: a. At our option, we will either: (1) Pay the value of lost or damaged prop- erty; (2) Pay the cost of repairing or replacing the lost or damaged property; (3) Take all or any part of the property at an agreed or appraised value; or (4) Repair, rebuild or replace the property with other property of like kind and qual- ity, subject to Paragraph d.(1)(e) below. b. We will give notice of our intentions within 30 days after we receive the sworn proof of loss. c. We will not pay you more than your finan- cial interest in the Covered Property. d. Except as provided in Paragraphs (2) through (7) below, we will determine the value of Covered Property as follows: (1) At replacement cost without deduction for depreciation, subject to the following: (a) If, at the time of loss, the Limit of Insurance on the lost or damaged property is 80% or more of the full replacement cost of the property immediately before the loss, we will pay the cost to repair or replace, af- ter application of the deductible and without deduction for depreciation, but not more than the least of the fol- lowing amounts: (i) The Limit of Insurance under Section I – Property that applies to the lost or damaged property; (ii) The cost to replace, on the same premises, the lost or damaged property with other property: i. Of comparable material and quality; and ii. Used for the same purpose; or (iii) The amount that you actually spend that is necessary to repair or replace the lost or damaged property. If a building is rebuilt at a new prem- ises, the cost is limited to the cost which would have been incurred had the building been built at the original premises. (b) If, at the time of loss, the Limit of Insurance applicable to the lost or damaged property is less than 80% of the full replacement cost of the property immediately before the loss, we will pay the greater of the follow- ing amounts, but not more than the Limit of Insurance that applies to the property: (i) The actual cash value of the lost or damaged property; or (ii) A proportion of the cost to repair or replace the lost or damaged property, after application of the deductible and without deduction for depreciation. This proportion will equal the ratio of the applica- ble Limit of Insurance to 80% of the cost of repair or replacement. (c) You may make a claim for loss or damage covered by this insurance on an actual cash value basis in- stead of on a replacement cost ba- sis. In the event you elect to have loss or damage settled on an actual cash value basis, you may still make a claim on a replacement cost basis if you notify us of your intent to do so within 180 days after the loss or damage. (d) We will not pay on a replacement cost basis for any loss or damage: (i) Until the lost or damaged prop- erty is actually repaired or re- placed; and COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 23 of 48 (ii) Unless the repairs or replace- ment are made as soon as rea- sonably possible after the loss or damage. However, if the cost to repair or re- place the damaged building property is $2,500 or less, we will settle the loss according to the provisions of Paragraphs d.(1)(a) and d.(1)(b) above whether or not the actual re- pair or replacement is complete. (e) The cost to repair, rebuild or replace does not include the increased cost attributable to enforcement of any ordinance or law regulating the con- struction, use or repair of any prop- erty. (2) If the Actual Cash Value – Buildings option applies, as shown in the Declara- tions, Paragraph (1) above does not ap- ply to Buildings. Instead, we will deter- mine the value of Buildings at actual cash value. (3) The following property at actual cash value: (a) Used or secondhand merchandise held in storage or for sale; (b) Property of others. However, if an item(s) of personal property of others is subject to a written contract which governs your liability for loss or dam- age to that item(s), then valuation of that item(s) will be based on the amount for which you are liable un- der such contract, but not to exceed the lesser of the replacement cost of the property or the applicable Limit of Insurance; (c) Household contents, except personal property in apartments or rooms fur- nished by you as landlord; (d) Manuscripts; and (e) Works of art, antiques or rare arti- cles, including etchings, pictures, statuary, marble, bronzes, porcelain and bric-a-brac. (4) Glass at the cost of replacement with safety glazing material if required by law. (5) Tenants' Improvements and Better- ments at: (a) Replacement cost if you make re- pairs promptly. (b) A proportion of your original cost if you do not make repairs promptly. We will determine the proportionate value as follows: (i) Multiply the original cost by the number of days from the loss or damage to the expiration of the lease; and (ii) Divide the amount determined in (i) above by the number of days from the installation of improve- ments to the expiration of the lease. If your lease contains a renewal op- tion, the expiration of the renewal op- tion period will replace the expiration of the lease in this procedure. (c) Nothing if others pay for repairs or replacement. (6) Applicable only to the Optional Cover- ages: (a) "Money" at its face value; and (b) "Securities" at their value at the close of business on the day the loss is discovered. (7) Applicable only to Accounts Receivable: (a) If you cannot accurately establish the amount of accounts receivable out- standing as of the time of loss or damage: (i) We will determine the total of the average monthly amounts of ac- counts receivable for the 12 months immediately preceding the month in which the loss or damage occurs; and (ii) We will adjust that total for any normal fluctuations in the amount of accounts receivable for the month in which the loss or dam- age occurred or for any demon- strated variance from the average for that month. (b) The following will be deducted from the total amount of accounts receiv- able, however that amount is estab- lished: (i) The amount of the accounts for which there is no loss or damage; (ii) The amount of the accounts that you are able to reestablish or col- lect; BUSINESSOWNER’S POLICY Page 24 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (iii) An amount to allow for probable bad debts that you are normally unable to collect; and (iv) All unearned interest and service charges. e. Our payment for loss of or damage to per- sonal property of others will only be for the account of the owners of the property. We may adjust losses with the owners of lost or damaged property if other than you. If we pay the owners, such payments will satisfy your claims against us for the owners' prop- erty. We will not pay the owners more than their financial interest in the Covered Prop- erty. f. We may elect to defend you against suits arising from claims of owners of property. We will do this at our expense. g. We will pay for covered loss or damage within 30 days after we receive the sworn proof of loss, provided you have complied with all of the terms of this policy; and (1) We have reached agreement with you on the amount of loss; or (2) An appraisal award has been made. h. A party wall is a wall that separates and is common to adjoining buildings that are owned by different parties. In settling cov- ered losses involving a party wall, we will pay a proportion of the loss to the party wall based on your interest in the wall in propor- tion to the interest of the owner of the ad- joining building. However, if you elect to re- pair or replace your building and the owner of the adjoining building elects not to repair or replace that building, we will pay you the full value of the loss to the party wall, sub- ject to all applicable policy provisions in- cluding Limits of Insurance and all other provisions of this Loss Payment Condition. Our payment under the provisions of this paragraph does not alter any right of subro- gation we may have against any entity, in- cluding the owner or insurer of the adjoining building, and does not alter the terms of the Transfer Of Rights Of Recovery Against Others To Us Condition in this policy. 6. Recovered Property If either you or we recover any property after loss settlement, that party must give the other prompt notice. At your option, you may retain the property. But then you must return to us the amount we paid to you for the property. We will pay recovery expenses and the expenses to repair the recovered property, subject to the Limits of Insurance of Section I – Property. 7. Resumption Of Operations We will reduce the amount of your: a. Business Income loss, other than Extra Expense, to the extent you can resume your "operations", in whole or in part, by us- ing damaged or undamaged property (in- cluding merchandise or stock) at the de- scribed premises or elsewhere. b. Extra Expense loss to the extent you can return "operations" to normal and discon- tinue such Extra Expense. 8. Vacancy a. Description Of Terms (1) As used in this Vacancy Condition, the term building and the term vacant have the meanings set forth in Paragraphs (a) and (b) below: (a) When this policy is issued to a ten- ant, and with respect to that tenant's interest in Covered Property, building means the unit or suite rented or leased to the tenant. Such building is vacant when it does not contain enough business personal property to conduct customary operations. (b) When this policy is issued to the owner or general lessee of a build- ing, building means the entire build- ing. Such building is vacant unless at least 31% of its total square footage is: (i) Rented to a lessee or sublessee and used by the lessee or sub- lessee to conduct its customary operations; and/or (ii) Used by the building owner to conduct customary operations. (2) Buildings under construction or renova- tion are not considered vacant. b. Vacancy Provisions If the building where loss or damage occurs has been vacant for more than 60 consecu- tive days before that loss or damage oc- curs: (1) We will not pay for any loss or damage caused by any of the following even if they are Covered Causes of Loss: (a) Vandalism; (b) Sprinkler leakage, unless you have protected the system against freez- ing; COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 25 of 48 (c) Building glass breakage; (d) Water damage; (e) Theft; or (f) Attempted theft. (2) With respect to Covered Causes of Loss other than those listed in Paragraphs (1)(a) through (1)(f) above, we will re- duce the amount we would otherwise pay for the loss or damage by 15%. F. Property General Conditions 1. Control Of Property Any act or neglect of any person other than you beyond your direction or control will not af- fect this insurance. The breach of any condition of this Coverage Form at any one or more locations will not af- fect coverage at any location where, at the time of loss or damage, the breach of condition does not exist. 2. Mortgageholders a. The term "mortgageholder" includes trus- tee. b. We will pay for covered loss of or damage to buildings or structures to each mort- gageholder shown in the Declarations in their order of precedence, as interests may appear. c. The mortgageholder has the right to receive loss payment even if the mortgageholder has started foreclosure or similar action on the building or structure. d. If we deny your claim because of your acts or because you have failed to comply with the terms of this policy, the mortgageholder will still have the right to receive loss pay- ment if the mortgageholder: (1) Pays any premium due under this policy at our request if you have failed to do so; (2) Submits a signed, sworn proof of loss within 60 days after receiving notice from us of your failure to do so; and (3) Has notified us of any change in owner- ship, occupancy or substantial change in risk known to the mortgageholder. All of the terms of this policy will then apply directly to the mortgageholder. e. If we pay the mortgageholder for any loss or damage and deny payment to you be- cause of your acts or because you have failed to comply with the terms of this pol- icy: (1) The mortgageholder's rights under the mortgage will be transferred to us to the extent of the amount we pay; and (2) The mortgageholder's right to recover the full amount of the mortgageholder's claim will not be impaired. At our option, we may pay to the mortgage- holder the whole principal on the mortgage plus any accrued interest. In this event, your mortgage and note will be transferred to us and you will pay your remaining mort- gage debt to us. f. If we cancel this policy, we will give written notice to the mortgageholder at least: (1) 10 days before the effective date of cancellation if we cancel for your non- payment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. g. If we elect not to renew this policy, we will give written notice to the mortgageholder at least 10 days before the expiration date of this policy. 3. No Benefit To Bailee No person or organization, other than you, hav- ing custody of Covered Property will benefit from this insurance. 4. Policy Period, Coverage Territory Under Section I – Property: a. We cover loss or damage commencing: (1) During the policy period shown in the Declarations; and (2) Within the coverage territory or, with respect to property in transit, while it is between points in the coverage territory. b. The coverage territory is: (1) The United States of America (including its territories and possessions); (2) Puerto Rico; and (3) Canada. G. Optional Coverages If shown as applicable in the Declarations, the fol- lowing Optional Coverages also apply. These cov- erages are subject to the terms and conditions ap- plicable to property coverage in this policy, except as provided below. 1. Outdoor Signs a. We will pay for direct physical loss of or damage to all outdoor signs at the de- scribed premises: BUSINESSOWNER’S POLICY Page 26 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (1) Owned by you; or (2) Owned by others but in your care, cus- tody or control. b. Paragraph A.3., Covered Causes Of Loss, and Paragraph B., Exclusions in Section I – Property, do not apply to this Optional Cov- erage, except for: (1) Paragraph B.1.c., Governmental Action; (2) Paragraph B.1.d., Nuclear Hazard; and (3) Paragraph B.1.f., War And Military Ac- tion. c. We will not pay for loss or damage caused by or resulting from: (1) Wear and tear; (2) Hidden or latent defect; (3) Rust; (4) Corrosion; or (5) Mechanical breakdown. d. The most we will pay for loss or damage in any one occurrence is the Limit of Insur- ance for Outdoor Signs shown in the Decla- rations. e. The provisions of this Optional Coverage supersede all other references to outdoor signs in this policy. 2. Money And Securities a. We will pay for loss of "money" and "securi- ties" used in your business while at a bank or savings institution, within your living quarters or the living quarters of your part- ners or any employee having use and cus- tody of the property, at the described prem- ises, or in transit between any of these places, resulting directly from: (1) Theft, meaning any act of stealing; (2) Disappearance; or (3) Destruction. b. In addition to the Limitations and Exclusions applicable to Section I – Property, we will not pay for loss: (1) Resulting from accounting or arithmeti- cal errors or omissions; (2) Due to the giving or surrendering of property in any exchange or purchase; or (3) Of property contained in any "money"- operated device unless the amount of "money" deposited in it is recorded by a continuous recording instrument in the device. c. The most we will pay for loss in any one occurrence is: (1) The limit shown in the Declarations for Inside the Premises for "money" and "securities" while: (a) In or on the described premises; or (b) Within a bank or savings institution; and (2) The limit shown in the Declarations for Outside the Premises for "money" and "securities" while anywhere else. d. All loss: (1) Caused by one or more persons; or (2) Involving a single act or series of related acts; is considered one occurrence. e. You must keep records of all "money" and "securities" so we can verify the amount of any loss or damage. 3. Employee Dishonesty a. We will pay for direct loss of or damage to Business Personal Property and "money" and "securities" resulting from dishonest acts committed by any of your employees acting alone or in collusion with other per- sons (except you or your partner) with the manifest intent to: (1) Cause you to sustain loss or damage; and also (2) Obtain financial benefit (other than sala- ries, commissions, fees, bonuses, pro- motions, awards, profit sharing, pen- sions or other employee benefits earned in the normal course of employment) for: (a) Any employee; or (b) Any other person or organization. b. We will not pay for loss or damage: (1) Resulting from any dishonest or criminal act that you or any of your partners or "members" commit whether acting alone or in collusion with other persons. (2) Resulting from any dishonest act com- mitted by any of your employees (except as provided in Paragraph a.), "manag- ers" or directors: (a) Whether acting alone or in collusion with other persons; or (b) While performing services for you or otherwise. (3) The only proof of which as to its exis- tence or amount is: COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 27 of 48 (a) An inventory computation; or (b) A profit and loss computation. c. The most we will pay for loss or damage in any one occurrence is the Limit of Insur- ance for Employee Dishonesty shown in the Declarations. d. All loss or damage: (1) Caused by one or more persons; or (2) Involving a single act or series of acts; is considered one occurrence. e. If any loss is covered: (1) Partly by this insurance; and (2) Partly by any prior cancelled or termi- nated insurance that we or any affiliate had issued to you or any predecessor in interest; the most we will pay is the larger of the amount recoverable under this insurance or the prior insurance. We will pay only for loss or damage you sustain through acts committed or events occurring during the policy period. Regard- less of the number of years this policy re- mains in force or the number of premiums paid, no Limit of Insurance cumulates from year to year or period to period. f. This Optional Coverage is cancelled as to any employee immediately upon discovery by: (1) You; or (2) Any of your partners, "members", "man- agers", officers or directors not in collu- sion with the employee; of any dishonest act committed by that em- ployee before or after being hired by you. g. We will pay only for covered loss or dam- age sustained during the policy period and discovered no later than one year from the end of the policy period. h. If you (or any predecessor in interest) sus- tained loss or damage during the policy pe- riod of any prior insurance that you could have recovered under that insurance ex- cept that the time within which to discover loss or damage had expired, we will pay for it under this Optional Coverage, provided: (1) This Optional Coverage became effec- tive at the time of cancellation or termi- nation of the prior insurance; and (2) The loss or damage would have been covered by this Optional Coverage had it been in effect when the acts or events causing the loss or damage were com- mitted or occurred. i. The insurance under Paragraph h. above is part of, not in addition to, the Limit of Insur- ance applying to this Optional Coverage and is limited to the lesser of the amount recoverable under: (1) This Optional Coverage as of its effec- tive date; or (2) The prior insurance had it remained in effect. j. With respect to the Employee Dishonesty Optional Coverage in Paragraph G.3., em- ployee means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent em- ployee as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; (3) Any natural person who is leased to you under a written agreement between you and a labor leasing firm, to perform du- ties related to the conduct of your busi- ness, but does not mean a temporary employee as defined in Paragraph (2) above; (4) Any natural person who is a former employee, director, partner, member, manager, representative or trustee re- tained as a consultant while performing services for you; or (5) Any natural person who is a guest stu- dent or intern pursuing studies or duties, excluding, however, any such person while having care and custody of prop- erty outside any building you occupy in conducting your business. But employee does not mean: BUSINESSOWNER’S POLICY Page 28 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (1) Any agent, broker, factor, commission merchant, consignee, independent con- tractor or representative of the same general character; or (2) Any "manager", director or trustee ex- cept while performing acts coming within the usual duties of an employee. 4. Equipment Breakdown Protection Coverage a. We will pay for direct loss of or damage to Covered Property caused by or resulting from a mechanical breakdown or electrical failure to pressure, mechanical or electrical machinery and equipment. Mechanical breakdown or electrical failure to pressure, mechanical or electrical ma- chinery and equipment does not mean any: (1) Malfunction including but not limited to adjustment, alignment, calibration, cleaning or modification; (2) Leakage at any valve, fitting, shaft seal, gland packing, joint or connection; (3) Damage to any vacuum tube, gas tube, or brush; or (4) The functioning of any safety or protec- tive device. b. Paragraphs A.4.a.(1) and A.4.a.(2), Limita- tions, do not apply to this Optional Cover- age. c. With respect to the coverage provided by this Optional Coverage, the following exclu- sions in Paragraph B. Exclusions do not apply: (1) Paragraph B.2.a. Electrical Apparatus; (2) Paragraph B.2.d. Steam Apparatus; and (3) Paragraph B.2.l.(6) Mechanical Break- down. d. With respect to the coverage provided by this Optional Coverage, Paragraph G.1.c.(5) of the Outdoor Sign Optional Coverage does not apply. e. If a dollar deductible is shown in the Decla- rations for this Optional Coverage, we will first subtract the applicable deductible amount from any loss we would otherwise pay. We will then pay the amount of loss in excess of the applicable deductible up to the applicable limit for this coverage. If no optional deductible is chosen for this Optional Coverage, the Property Deductible shown in the Declarations applies. f. With respect to Additional Coverages 5.f. Business Income and 5.g. Extra Ex- pense, if the 72-hour time period in the definition of "period of restoration" (herein- after referred to as time deductible) is amended for this Optional Coverage as shown in the Declarations, we will not pay for any Business Income loss that occurs during the consecutive number of hours shown as the time deductible in the Decla- rations immediately following a mechanical breakdown or electrical failure. If a time de- ductible is shown in days, each day shall mean 24 consecutive hours. As respects the coverage provided by this Optional Coverage, any time deductible shown in the Declarations for Equipment Breakdown Protection Coverage super- sedes any time deductible otherwise appli- cable to the Business Income coverage provided by this policy. g. With respect to the coverage provided by this Optional Coverage, Paragraph H. Property Definitions is amended as fol- lows: 1. "Computer" means: a. Programmable electronic equipment that is used to store, retrieve and process data; and b. Associated peripheral equipment that provides communication, includ- ing input and output functions such as printing and auxiliary functions such as data transmission. "Computer" includes those used to operate production type machinery or equipment. h. Whenever any covered pressure, mechani- cal or electrical machinery and equipment is found to be in, or exposed to, a dangerous condition, any of our representatives may suspend coverage provided by this Optional Coverage for loss from a mechanical breakdown or electrical failure to that pres- sure, mechanical or electrical machinery and equipment. However, coverage provided by this Op- tional Coverage may be reinstated for loss from a mechanical breakdown or electrical failure to that pressure, mechanical or elec- trical machinery and equipment if the rea- sons for the suspension are found by any of our representatives to no longer exist. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 29 of 48 We may suspend or reinstate this Optional coverage by mailing or delivering a written notification regarding the suspension or re- instatement to: (1) Your last known address; or (2) The address where the pressure, me- chanical or electrical machinery and equipment is located. This notification will indicate the effective date of the suspension or reinstatement. If the coverage provided by this Optional Coverage is not reinstated, you will get a pro rata refund of premium. But the sus- pension will be effective even if we have not yet made or offered a refund. H. Property Definitions 1. "Computer" means: a. Programmable electronic equipment that is used to store, retrieve and process data; and b. Associated peripheral equipment that pro- vides communication, including input and output functions such as printing and auxil- iary functions such as data transmission. "Computer" does not include those used to op- erate production type machinery or equipment. 2. "Counterfeit money" means an imitation of "money" that is intended to deceive and to be taken as genuine. 3. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, re- ferred to in the foregoing description of elec- tronic data, means a set of related electronic instructions which direct the operations and functions of a "computer" or device connected to it, which enable the "computer" or device to receive, process, store, retrieve or send data. 4. "Fungi" means any type or form of fungus, including mold or mildew, and any mycotoxins, spores, scents or by-products produced or re- leased by fungi. 5. "Manager" means a person serving in a direc- torial capacity for a limited liability company. 6. "Member" means an owner of a limited liability company represented by its membership inter- est, who also may serve as a "manager". 7. "Money" means: a. Currency, coins and bank notes in current use and having a face value; and b. Travelers checks, register checks and money orders held for sale to the public. 8. "Operations" means your business activities occurring at the described premises. 9. "Period of restoration": a. Means the period of time that: (1) Begins: (a) 72 hours after the time of direct physical loss or damage for Busi- ness Income Coverage; or (b) Immediately after the time of direct physical loss or damage for Extra Expense Coverage; caused by or resulting from any Covered Cause of Loss at the described prem- ises; and (2) Ends on the earlier of: (a) The date when the property at the described premises should be re- paired, rebuilt or replaced with rea- sonable speed and similar quality; or (b) The date when business is resumed at a new permanent location. b. Does not include any increased period required due to the enforcement of any or- dinance or law that: (1) Regulates the construction, use or re- pair, or requires the tearing down of any property; or (2) Requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effects of "pollutants". The expiration date of this policy will not cut short the "period of restoration". 10. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 11. "Securities" means negotiable and non- negotiable instruments or contracts represent- ing either "money" or other property and in- cludes: BUSINESSOWNER’S POLICY Page 30 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 a. Tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use; and b. Evidences of debt issued in connection with credit or charge cards, which cards are not issued by you; but does not include "money". 12. "Specified causes of loss" means the following: Fire; lightning; explosion; windstorm or hail; smoke; aircraft or vehicles; riot or civil commo- tion; vandalism; leakage from fire extinguishing equipment; sinkhole collapse; volcanic action; falling objects; weight of snow, ice or sleet; wa- ter damage. a. Sinkhole collapse means the sudden sink- ing or collapse of land into underground empty spaces created by the action of wa- ter on limestone or dolomite. This cause of loss does not include: (1) The cost of filling sinkholes; or (2) Sinking or collapse of land into man- made underground cavities. b. Falling objects does not include loss of or damage to: (1) Personal property in the open; or (2) The interior of a building or structure, or property inside a building or structure, unless the roof or an outside wall of the building or structure is first damaged by a falling object. c. Water damage means accidental discharge or leakage of water or steam as the direct result of the breaking apart or cracking of any part of a system or appliance (other than a sump system including its related equipment and parts) containing water or steam. 13. "Stock" means merchandise held in storage or for sale, raw materials and in-process or fin- ished goods, including supplies used in their packing or shipping. 14. "Valuable papers and records" means in- scribed, printed or written: a. Documents; b. Manuscripts; and c. Records; including abstracts, books, deeds, draw- ings, films, maps or mortgages. But "valuable papers and records" does not mean "money" or "securities". SECTION II – LIABILITY A. Coverages 1. Business Liability a. We will pay those sums that the insured becomes legally obligated to pay as dam- ages because of "bodily injury", "property damage" or "personal and advertising in- jury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seek- ing damages for "bodily injury", "property damage" or "personal and advertising in- jury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Paragraph D. – Liability And Medical Expenses Limits Of Insurance in Section II – Liability; and (2) Our right and duty to defend end when we have used up the applicable Limit of Insurance in the payment of judgments or settlements or medical expenses. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Para- graph f. Coverage Extension – Supplemen- tary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property dam- age" is caused by an "occurrence" that takes place in the "coverage ter- ritory"; (b) The "bodily injury" or "property dam- age" occurs during the policy period; and COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 31 of 48 (c) Prior to the policy period, no insured listed under Paragraph C.1. Who Is An Insured and no "employee" au- thorized by you to give or receive no- tice of an "occurrence" or claim, knew that the "bodily injury" or "prop- erty damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily in- jury" or "property damage" occurred, then any continuation, change or re- sumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known before the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resump- tion of "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have oc- curred at the earliest time when any insured listed under Paragraph C.1. Who Is An In- sured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bod- ily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organi- zation for care, loss of services or death re- sulting at any time from the "bodily injury". f. Coverage Extension – Supplementary Payments (1) We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (a) All expenses we incur. (b) Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (c) The cost of bonds to release attach- ments, but only for bond amounts within our Limit of Insurance. We do not have to furnish these bonds. (d) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. (e) All court costs taxed against the in- sured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. (f) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the Limit of Insurance, we will not pay any prejudgment in- terest based on that period of time after the offer. (g) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the limit of liability. (2) If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the fol- lowing conditions are met: (a) The "suit" against the indemnitee seeks damages for which the in- sured has assumed the liability of the indemnitee in a contract or agree- ment that is an "insured contract"; BUSINESSOWNER’S POLICY Page 32 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (b) This insurance applies to such liabil- ity assumed by the insured; (c) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the in- sured in the same "insured contract"; (d) The allegations in the "suit" and the information we know about the "oc- currence" are such that no conflict appears to exist between the inter- ests of the insured and the interests of the indemnitee; (e) The indemnitee and the insured ask us to conduct and control the de- fense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (f) The indemnitee: (i) Agrees in writing to: i. Cooperate with us in the in- vestigation, settlement or de- fense of the "suit"; ii. Immediately send us copies of any demands, notices, sum- monses or legal papers re- ceived in connection with the "suit"; iii. Notify any other insurer whose coverage is available to the indemnitee; and iv. Cooperate with us with re- spect to coordinating other applicable insurance available to the indemnitee; and (ii) Provides us with written authori- zation to: i. Obtain records and other information related to the "suit"; and ii. Conduct and control the de- fense of the indemnitee in such "suit". (3) So long as the conditions in Paragraph (2) are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our re- quest will be paid as Supplementary Payments. Notwithstanding the provi- sions of Paragraph B.1.b.(2) Exclusions in Section II – Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insur- ance. Our obligation to defend an insured's in- demnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (a) We have used up the applicable Limit of Insurance in the payment of judgments or settlements; or (b) The conditions set forth above, or the terms of the agreement de- scribed in Paragraph (2)(f) above are no longer met. 2. Medical Expenses a. We will pay medical expenses as described below for "bodily injury" caused by an acci- dent: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and re- ported to us within one year of the date of the accident; and (c) The injured person submits to ex- amination, at our expense, by physi- cians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the Limits of Insurance of Section II – Liability. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. B. Exclusions 1. Applicable To Business Liability Coverage This insurance does not apply to: COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 33 of 48 a. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay dam- ages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the ab- sence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "in- sured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages be- cause of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insur- ance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxica- tion of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, sell- ing, serving or furnishing alcoholic bever- ages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a work- ers' compensation, disability benefits or un- employment compensation law or any simi- lar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a conse- quence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seep- age, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumid- ify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; BUSINESSOWNER’S POLICY Page 34 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (ii) "Bodily injury" or "property dam- age" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations per- formed for that additional insured at that premises, site or location and such premises, site or loca- tion is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property dam- age" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally re- sponsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors work- ing directly or indirectly on any in- sured's behalf are performing opera- tions if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or sub- contractor. However, this subpara- graph does not apply to: (i) "Bodily injury" or "property dam- age" arising out of the escape of fuels, lubricants or other operat- ing fluids which are needed to perform the normal electrical, hy- draulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This ex- ception does not apply if the "bodily injury" or "property dam- age" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other op- erating fluids, or if such fuels, lu- bricants or other operating fluids are brought on or to the prem- ises, site or location with the in- tent that they be discharged, dis- persed or released as part of the operations being performed by such insured, contractor or sub- contractor; (ii) "Bodily injury" or "property dam- age" sustained within a building and caused by the release of gases, fumes or vapors from ma- terials brought into that building in connection with operations being performed by you or on your be- half by a contractor or subcon- tractor; or (iii) "Bodily injury" or "property dam- age" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors work- ing directly or indirectly on any in- sured's behalf are performing opera- tions if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the ef- fects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, de- toxify or neutralize, or in any way re- spond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or as- sessing the effects of, "pollutants". COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 35 of 48 However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such re- quest, demand, order or statutory or regulatory requirement or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use in- cludes operation and "loading or unload- ing". This exclusion applies even if the claims al- lege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily in- jury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft, "auto" or wa- tercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, pro- vided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, mainte- nance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally ga- raged; or (b) The operation of any of the following machinery or equipment: (i) Cherry pickers and similar de- vices mounted on automobile or truck chassis and used to raise or lower workers; and (ii) Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equip- ment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being pre- pared for, any prearranged racing, speed, demolition or stunting activity. i. War "Bodily injury", "property damage" or "per- sonal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernment authority in hindering or de- fending against any of these. j. Professional Services "Bodily injury", "property damage" or "per- sonal and advertising injury" caused by the rendering or failure to render any profes- sional service. This includes but is not lim- ited to: (1) Legal, accounting or advertising ser- vices; (2) Preparing, approving, or failing to pre- pare or approve maps, drawings, opin- ions, reports, surveys, change orders, designs or specifications; (3) Supervisory, inspection or engineering services; BUSINESSOWNER’S POLICY Page 36 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (4) Medical, surgical, dental, x-ray or nurs- ing services treatment, advice or instruc- tion; (5) Any health or therapeutic service treat- ment, advice or instruction; (6) Any service, treatment, advice or in- struction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optometry or optical or hearing aid ser- vices including the prescribing, preparation, fitting, demonstration or dis- tribution of ophthalmic lenses and simi- lar products or hearing aid devices; (8) Body piercing services; and (9) Services in the practice of pharmacy. This exclusion applies even if the claims al- lege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily in- jury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering or failure to render of any professional service. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, in- cluding any costs or expenses incurred by you, or any other person, organiza- tion or entity, for repair, replacement, enhancement, restoration or mainte- nance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or aban- don, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractor or subcon- tractor working directly or indirectly on your behalf is performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecu- tive days. A separate Limit of Insurance ap- plies to Damage To Premises Rented To You as described in Paragraph D. Liability And Medical Expenses Limit Of Insurance in Section II – Liability. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this ex- clusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". l. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the dam- aged work or the work out of which the damage arises was performed on your be- half by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically in- jured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a con- tract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your prod- uct" or "your work" after it has been put to its intended use. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 37 of 48 o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or dis- posal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is with- drawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury"; (2) Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its fal- sity; (3) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (4) For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agree- ment; (5) Arising out of a breach of contract, ex- cept an implied contract to use another's advertising idea in your "advertisement"; (6) Arising out of the failure of goods, prod- ucts or services to conform with any statement of quality or performance made in your "advertisement"; (7) Arising out of the wrong description of the price of goods, products or services stated in your "advertisement"; (8) Committed by an insured whose busi- ness is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of websites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "per- sonal and advertising injury" under Paragraph F. Liability And Medical Ex- penses Definitions. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, by itself, is not consid- ered the business of advertising, broad- casting, publishing or telecasting. (9) Arising out of the actual, alleged or threatened discharge, dispersal, seep- age, migration, release or escape of "pollutants" at any time; (10) With respect to any loss, cost or ex- pense arising out of any: (a) Request, demand or order that any insured or others test for, monitor, clean-up, remove, contain, treat, de- toxify or neutralize or in any way re- spond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing or in any way responding to, or assess- ing the effects of, "pollutants". (11) Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises con- trol; (12) Arising out of the infringement of copy- right, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "ad- vertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. (13) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead an- other's potential customers. BUSINESSOWNER’S POLICY Page 38 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or computer pro- grams stored as or on, created or used on, or transmitted to or from computer software (including systems and applications soft- ware), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing de- vices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing de- scription of electronic data, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. r. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the di- rection of the insured. s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "per- sonal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordi- nance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmit- ting, communicating or distribution of material or information. Exclusions c., d., e., f., g., h., i., k., l., m., n. and o. in Section II – Liability do not apply to damage by fire to premises while rented to you, or temporarily occupied by you with per- mission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Para- graph D. Liability And Medical Expenses Limits of Insurance in Section II – Liability. 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. To any insured, except "volunteer workers". b. To a person hired to do work for or on be- half of any insured or a tenant of any in- sured. c. To a person injured on that part of premises you own or rent that the person normally occupies. d. To a person, whether or not an "employee" of any insured, if benefits for the "bodily in- jury" are payable or must be provided under a workers' compensation or disability bene- fits law or a similar law. e. To a person injured while practicing, in- structing or participating in any physical ex- ercises or games, sports or athletic con- tests. f. Included within the "products-completed operations hazard". g. Excluded under Business Liability Cover- age. 3. Applicable To Both Business Liability Coverage And Medical Expenses Coverage – Nuclear Energy Liability Exclusion This insurance does not apply: a. Under Business Liability Coverage, to "bod- ily injury" or "property damage": (1) With respect to which an insured under the policy is also an insured under a nu- clear energy liability policy issued by the Nuclear Energy Liability Insurance As- sociation, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance As- sociation of Canada, or would be an in- sured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous proper- ties" of "nuclear material" and with re- spect to which: COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 39 of 48 (a) Any person or organization is re- quired to maintain financial protec- tion pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (b) The insured is, or had this policy not been issued would be, entitled to in- demnity from the United States of America, or any agency thereof, un- der any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Under Medical Expenses Coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous prop- erties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. c. Under Business Liability Coverage, to "bod- ily injury" or "property damage" resulting from the "hazardous properties" of the "nu- clear material"; if: (1) The "nuclear material": (a) Is at any "nuclear facility" owned by, or operated by or on behalf of, an in- sured; or (b) Has been discharged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an in- sured of services, materials, parts or equipment in connection with the plan- ning, construction, maintenance, opera- tion or use of any "nuclear facility"; but if such facility is located within the United States of America, its territories or pos- sessions or Canada, this Exclusion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. d. As used in this exclusion: (1) "By-product material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (2) "Hazardous properties" include radioac- tive, toxic or explosive properties; (3) "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for: (i) Separating the isotopes of ura- nium or plutonium; (ii) Processing or utilizing "spent fuel"; or (iii) Handling, processing or packag- ing "waste"; (c) Any equipment or device used for the processing, fabricating or alloy- ing of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equip- ment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations con- ducted on such site and all premises used for such operations; (4) "Nuclear material" means "source mate- rial", "special nuclear material" or "by- product material"; (5) "Nuclear reactor" means any apparatus designed or used to sustain nuclear fis- sion in a self-supporting chain reaction or to contain a critical mass of fission- able material; (6) "Property damage" includes all forms of radioactive contamination of property; (7) "Source material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (8) "Special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (9) "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; BUSINESSOWNER’S POLICY Page 40 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (10)"Waste" means any waste material: (a) Containing "by-product material" other than the tailings or wastes pro- duced by the extraction or concen- tration of uranium or thorium from any ore processed primarily for its "source material" content; and (b) Resulting from the operation by any person or organization of any "nu- clear facility" included under Para- graphs (a) and (b) of the definition of "nuclear facility". C. Who Is An Insured 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the con- duct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your busi- ness. c. A limited liability company, you are an in- sured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive offi- cers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also in- sureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while per- forming duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partner- ship, joint venture or limited liability com- pany) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the con- duct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertis- ing injury": (a) To you, to your partners or members (if you are a partnership or joint ven- ture), to your members (if you are a limited liability company), or to a co- "employee" while in the course of his or her employment or performing du- ties related to the conduct of your business, or to your other "volunteer workers" while performing duties re- lated to the conduct of your busi- ness; (b) To the spouse, child, parent, brother or sister of that co-"employee" as a consequence of Paragraph (a) above; (c) For which there is any obligation to share damages with or repay some- one else who must pay damages because of the injury described in Paragraph (a) or (b); or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That repre- sentative will have all your rights and duties under this policy. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 41 of 48 No person or organization is an insured with re- spect to the conduct of any current or past part- nership, joint venture or limited liability company that is not shown as a Named Insured in the Dec- larations. D. Liability And Medical Expenses Limits Of Insurance 1. The Limits of Insurance of Section II – Liability shown in the Declarations and the rules below fix the most we will pay regardless of the num- ber of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The most we will pay for the sum of all dam- ages because of all: a. "Bodily injury", "property damage" and medical expenses arising out of any one "occurrence"; and b. "Personal and advertising injury" sustained by any one person or organization; is the Liability and Medical Expenses limit shown in the Declarations. But the most we will pay for all medical expenses because of "bod- ily injury" sustained by any one person is the Medical Expenses limit shown in the Declara- tions. 3. The most we will pay under Business Liability Coverage for damages because of "property damage" to a premises while rented to you or in the case of fire while rented to you or tempo- rarily occupied by you with permission of the owner is the applicable Damage To Premises Rented To You limit shown for that premises in the Declarations. For a premises temporarily occupied by you, the applicable limit will be the highest Damage To Premises Rented To You limit shown in the Declarations. 4. Aggregate Limits The most we will pay for: a. All "bodily injury" and "property damage" that is included in the "products-completed operations hazard" is twice the Liability and Medical Expenses limit. b. All: (1) "Bodily injury" and "property damage" except damages because of "bodily in- jury" or "property damage" included in the "products-completed operations hazard"; (2) Plus medical expenses; (3) Plus all "personal and advertising injury" caused by offenses committed; is twice the Liability and Medical Expenses limit. Subject to Paragraph a. or b. above, whichever applies, the Damage To Premises Rented To You Limit is the most we will pay for damages because of "property damage" to any one premises, while rented to you, or in the case of fire, while rented to you or temporarily occu- pied by you with permission of the owner. The Limits of Insurance of Section II – Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. Liability And Medical Expenses General Conditions 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this policy. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as prac- ticable. c. You and any other involved insured must: BUSINESSOWNER’S POLICY Page 42 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 (1) Immediately send us copies of any de- mands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any per- son or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this policy: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an in- sured; or b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to re- cover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable Limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance of Section II – Liability, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. F. Liability And Medical Expenses Definitions 1. "Advertisement" means a notice that is broad- cast or published to the general public or spe- cific market segments about your goods, prod- ucts or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar elec- tronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, includ- ing any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor ve- hicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" of- fenses that take place through the Inter- net or similar electronic means of com- munication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 43 of 48 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar gov- erning document. 7. "Hostile fire" means one which becomes un- controllable or breaks out from where it was in- tended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, de- ficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a con- tract or agreement; if such property can be restored to use by: (1) The repair, replacement, adjustment or removal of "your product" or "your work"; or (2) Your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, ex- cept in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connec- tion with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agree- ment pertaining to your business (including an indemnification of a municipality in con- nection with work performed for a munici- pality) under which you assume the tort li- ability of another party to pay for "bodily injury" or "property damage" to a third per- son or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or tres- tle, tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (b) Giving directions or instructions, or failing to give them, if that is the pri- mary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and su- pervisory, inspection or engineering ser- vices. 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement be- tween you and the labor leasing firm, to per- form duties related to the conduct of your busi- ness. "Leased worker" does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an air- craft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechani- cal device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; BUSINESSOWNER’S POLICY Page 44 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equip- ment such as graders, scrapers or roll- ers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and genera- tors, including spraying, welding, build- ing cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for pur- poses other than the transportation of per- sons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construc- tion or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and genera- tors, including spraying, welding, build- ing cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally ga- raged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registra- tion law are considered "autos". 13. "Occurrence" means an accident, including continuous or repeated exposure to substan- tially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occu- pancy of a room, dwelling or premises that a person occupies, committed by or on be- half of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at the job site has been put to its in- tended use by any other person or organization other than another con- tractor or subcontractor working on the same project. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 45 of 48 Work that may need service, mainte- nance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the sell- ing, handling or distribution of "your prod- uct" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused ma- terials. 17. "Property damage" means: a. Physical injury to tangible property, includ- ing all resulting loss of use of that property. All such loss of use shall be deemed to oc- cur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "oc- currence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which dam- ages because of "bodily injury", "property dam- age", or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the in- sured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have ac- quired; and (2) Containers (other than vehicles), mate- rials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or opera- tions. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. BUSINESSOWNER’S POLICY Page 46 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 SECTION III – COMMON POLICY CONDITIONS (APPLICABLE TO SECTION I – PROPERTY AND SECTION II – LIABILITY) A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a. Five days before the effective date of can- cellation if any one of the following condi- tions exists at any building that is Covered Property in this policy; (1) The building has been vacant or unoc- cupied 60 or more consecutive days. This does not apply to: (a) Seasonal unoccupancy; or (b) Buildings in the course of construc- tion, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2) After damage by a Covered Cause of Loss, permanent repairs to the building: (a) Have not started, and (b) Have not been contracted for, within 30 days of initial payment of loss. (3) The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; or (c) Been declared unsafe by govern- mental authority. (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is neces- sary or incidental to any renovation or remodeling. (5) Failure to: (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccu- pancy; or (b) Pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not ap- ply where you are in a bona fide dis- pute with the taxing authority regard- ing payment of such taxes. b. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium. c. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Concealment, Misrepresentation Or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concern- ing: 1. This policy; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this policy. D. Examination Of Your Books And Records We may examine and audit your books and re- cords as they relate to this policy at any time dur- ing the policy period and up to three years after- ward. COVERAGE FORM BP 00 03 01 10 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 47 of 48 E. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe and healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure vessels or elevators. F. Insurance Under Two Or More Coverages If two or more of this policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional pre- mium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance 1. If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of In- surance of Section I – Property. 2. Business Liability Coverage is excess over: a. Any other insurance that insures for direct physical loss or damage; or b. Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional in- sured by attachment of an endorsement. 3. When this insurance is excess, we will have no duty under Business Liability Coverage to de- fend any claim or "suit" that any other insurer has a duty to defend. If no other insurer de- fends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declara- tions: a. Is responsible for the payment of all premi- ums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, con- tinuation or anniversary of the effective date of this policy, we will compute the premium in ac- cordance with our rates and rules then in ef- fect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The pre- mium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with Paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your busi- ness operation, acquisition or use of locations may occur during the policy period that are not shown in the Declarations. If so, we may re- quire an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. BUSINESSOWNER’S POLICY Page 48 of 48 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. BP 00 03 01 10 2. Premium shown in this policy as advance pre- mium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. K. Transfer Of Rights Of Recovery Against Others To Us 1. Applicable to Businessowners Property Cover- age: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our pay- ment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the fol- lowing: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to Businessowners Liability Cover- age: If the insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. L. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal represen- tative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. BUSINESSOWNERS POLICY DECLARATIONS Issued: 02/13/2025 Policy No.: N9BP285884 Effective Date: 02/14/2025 SCHEDULE OF FORMS AND ENDORSEMENTS Form Number Title GLWLC 10 22 Businessowners Policy Declarations Welcome Page IIT DS 01 05 Businessowners Policy Declarations BP 00 03 01 10 Businessowners Coverage Form BP IN 01 01 10 Businessowners Coverage Form Index END SCHD Schedule Of Forms And Endorsements IL 99 00 08 13 Authorization and Attestation IL P 001 01 04 U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC") Advisory Notice To Policyholder PRIV POL Privacy Policy BP 01 55 02 20 California Changes BP 99 75 05 13 California Changes -Cancellation Premium Due BP 04 17 01 10 Employment - Related Practices Exclusion BP 04 48 01 06 Additional Insured - Designated Person or Organization BP 05 01 07 02 Calculation Of Premium BP 05 24 01 15 Exclusion Of Certified Acts Of Terrorism BP 05 41 01 15 Exclusion of Certified Acts of Terrorism and Exclusion of Other Acts of Terrorism Committed Outside the United States BP 05 42 01 15 Exclusion Of Punitive Damages Related To A Certified Act Of Terrorism BP 06 86 01 10 California Hired and Non-Owned Auto Liability BP 89 14 12 16 Section I - Property Coverages Exclusion BP 89 44 10 21 Exclusion - Animals BP 89 49 08 22 Exclusion - Alcoholism Treatment BP 89 66 08 22 Exclusion - Staffing Services BP 89 99 08 22 Exclusion - Non-Consulting Operations THIS ENDORSEMENT AUTHORIZES THE POLICY. IL 99 00 08 13 Page 1 of 1 AUTHORIZATION AND ATTESTATION IL 99 00 08 13 AUTHORIZATION AND ATTESTATION This endorsement authorizes the insurance contract between you and the insurance company subsidiary listed on the DECLARATIONS PAGE of your insurance policy. In Witness Whereof, this page executes and fully attests to this policy. If required by state law, the policy shall not be valid unless countersigned by our authorized representatives. Authorizing signatures Bruce J. Byrnes Secretary Peter Shelley President IL P 001 01 04 IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: ⚫ Foreign agents; ⚫ Front organizations; ⚫ Terrorists; ⚫ Terrorist organizations; and ⚫ Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treas- ury's web site – http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other ins ured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. Privacy Policy We are committed to treating and using personal financial information about you and your employees responsibly. We will not disclose nonpublic, personal information about you and your employees to anyone except as permitted or required by law. This disclosure is made on behalf of the following and applicable affiliates: We collect nonpublic, personal information from you about you and your employees to properly maintain and service your policy. This nonpublic, personal information may come from the following sources: • Application Information and Other Forms. On the application for insurance or other forms completed by you, you provide us with most of the information we need to process policies and claims. • Transaction Information. We may develop information about you and your employees based on transactions and experiences you have with us, our affiliates, or others. • Third-Party Information. This is information that we receive to verify or supplement your application or claims. Disclosing Information In the course of conducting business and as permitted or required by law, we may share nonpublic personal information about you and your employees with our affiliated companies. We do not disclose any nonpublic, personal information about you and your employees to any nonaffiliated third parties, except for the conduct of our business or as permitted or required by law. Information may be supplied to others providing business services for us. Additionally, we may provide information for audit or research purposes or to law enforcement agencies to help us prevent fraud. Securing Information We restrict access to nonpublic personal information about you and your employees to our employees who need to know the information necessary to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with applicable regulations to guard the nonpublic, personal information of you and your employees. A Current Copy of Our Privacy Policy is Always Available at our web site. PO Box 113247 • Stamford, CT 06911-3247 • www.biBERK.com Telephone: 844-472-0967 • Customer Service Hotline: 844-472-0967 Berkshire Hathaway Direct Insurance Company Berkshire Hathaway Insurers of biBERK BP 01 55 02 20 Insurance Services Office, Inc., 201 Page 1 of 6 BUSINESSOWNERS BP 01 55 02 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM INFORMATION SECURITY PROTECTION ENDORSEMENT A. Section I - Property is amended as follows: 1. With respect to an "open policy", the following is added to any provision which uses the term actual cash value: a. In the event of a partial or total loss to a building or structure, actual cash value is calculated as a.(1) or a.(2), whichever is less: (1) The amount it would cost to repair, rebuild or replace the property less a fair and reasonable deduction for physical depreciation of the components of the building or structure that are normally subject to repair or replacement during its useful life. Physical depreciation is based upon the condition of the property at the time of loss; or (2) The Limit of Insurance applicable to the property. b. In the event of a partial or total loss to Covered Property other than a building or structure, actual cash value is calculated as b.(1) or b.(2), whichever is less: (1) The amount it would cost to repair or replace the property less a fair and reasonable deduction for physical depreciation, based on the condition of the property at the time of loss; or (2) The Limit of Insurance applicable to the property. c. An "open policy" is a policy under which the value of Covered Property is not fixed at policy inception, but is determined at the time of loss in accordance with policy provisions on valuation. 2. Paragraph E.2. Appraisal Property Loss Conditions is replaced by the following: 2. Appraisal If we and you disagree on the value of the property or the amount of loss, either may make written request for an appraisal of the loss. If the request is accepted, each party will select a competent and impartial appraiser. Each party shall notify the other of the appraiser selected within 20 days of the request. The two appraisers will select an umpire. If they cannot agree within 15 days, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the value of the property and amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 3. Paragraph E.5.d.(1)(c) of the Loss Payment Property Loss Conditions is deleted. Page 2 of 6 Insurance Services Office, Inc., 201 BP 01 55 02 20 4. Paragraphs E.5.d.(1)(d) and E.5.d.(5) of the Loss Payment Property Loss Conditions are replaced as follows: (d) We will not pay on a replacement cost basis for any loss or damage until the lost or damaged property is actually repaired or replaced. Prior to such repair or replacement, we will pay the actual cash value of the lost or damaged property as described in Paragraph A.1. of this Endorsement. If the actual cash value does not exhaust the applicable Limit of Insurance, we will then pay the difference between the actual cash value and the replacement cost, provided that the repair or replacement is completed: (i) Within 12 months after we pay the actual cash value; or (ii) Within 36 months after we pay the actual cash value if the loss or damage relates to a state of emergency under California Law. The following provision applies to real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit: If you, acting in good faith and with reasonable diligence, encounter a delay or delays in approval for, or reconstruction of, the residence that are beyond your control, we shall provide one or more additional extensions of six months for good cause. Circumstances beyond your control include, but are not limited to: (i) Unavoidable construction permit delays; (ii) The lack of necessary construction materials; or (iii) The unavailability of contractors to perform the necessary work. Nothing in this Paragraph (d) constitutes a waiver of our right to deny the claim for any valid reason or to restrict payment in cases of suspected fraud. (5) Tenants' improvements and betterments at: (a) Replacement cost in accordance with the terms set forth in Paragraph (d) above. (b) A proportion of your original cost if the property is not repaired or replaced. We will determine the proportionate value as follows: (i) Multiply the original cost by the number of days from the loss or damage to the expiration of the lease; and (ii) Divide the amount determined in (i) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option period will replace the expiration of the lease in this procedure. (c) Nothing if others pay for repairs or replacement. B. Section III - Common Policy Conditions is amended as follows: 1. Paragraphs A.2. and A.3. Cancellation are replaced by the following: 2. All Policies In E ect For 0 Days Or Less If this Policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this Policy by mailing or delivering to the first Named Insured at the mailing address shown in the Policy and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this Policy. BP 01 55 02 20 Insurance Services Office, Inc., 201 Page 3 of 6 b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 0 Days a. If this Policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this Policy only upon the occurrence, after the effective date of the Policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this Policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California Law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the Policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the Policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. 2. The following provision is added to Paragraph A. Cancellation: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit. If such coverage has been in effect for 60 days or less and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except that we may not cancel this Policy solely because: a. Corrosive soil conditions exist on the premises; or b. The first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. Page 4 of 6 Insurance Services Office, Inc., 201 BP 01 55 02 20 However, we shall cancel this Policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not cancel this Policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may cancel: a. When you have not paid the premium, at any time by letting you know at least 10 days before the date cancellation takes effect; b. If willful or grossly negligent acts or omissions by the named insured, or his or her representatives, are discovered that materially increase any of the risks insured against; or c. If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. 3. Paragraph C. Concealment, Misrepresentation Or Fraud is replaced by the following with respect to loss or damage caused by fire: We do not provide coverage to the insured who, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a. This Policy; b. The Covered Property; c. That insured's interest in the Covered Property; or d. A claim under this Policy. 4. Paragraph C. Concealment, Misrepresentation Or Fraud is replaced by the following with respect to loss or damage caused by a Covered Cause of Loss other than fire: This Policy is void if any insured, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a. This Policy; b. The Covered Property; c. An insured's interest in the Covered Property; or d. A claim under this Policy. 5. Paragraph H.1. Other Insurance is replaced by the following (with respect to coverage provided under Section I - Property): If there is other insurance covering the same loss or damage, we will pay our share of the covered loss or damage. Our share is the proportion that the applicable Limit of Insurance bears to the Limits of Insurance of all insurance covering on the same basis. We will not pay more than the applicable Limit of Insurance of Section I - Property. . The following paragraph is added and supersedes any provisions to the contrary: M. Nonrenewal 1. Subject to the provisions of Paragraphs 2. and 3. below, if we elect not to renew this Policy, we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the Policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit. We may elect not to renew such coverage for any reason, except that we will not refuse to renew such coverage solely because: a. The first Named Insured has accepted an offer of earthquake coverage. BP 01 55 02 20 Insurance Services Office, Inc., 201 Page 5 of 6 However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 1008 .16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this Policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. b. The first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority that included an earthquake policy premium surcharge. c. Corrosive soil conditions exist on the premises. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not nonrenew this Policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may nonrenew: a. If willful or grossly negligent acts or omissions by the named insured, or his or her representatives, are discovered that materially increase any of the risks insured against; b. If losses unrelated to the postdisaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or c. If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group. b. If the Policy has been extended for 0 days or less, provided that notice has been given in accordance with Paragraph 1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the Policy, to obtain that coverage. d. If the Policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the Policy within 60 days of the end of the policy period. Page 6 of 6 Insurance Services Office, Inc., 201 BP 01 55 02 20 . If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph 1., to renew the Policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. C. The following changes apply only to Information Security Protection Endorsement BP 15 07 if it is attached to this Policy: 1. Paragraph (2) of Insuring Agreement d. Security Breach Liability is replaced by the following: (2) We will pay for "defense expenses" as a result of a "claim" in the form of a "regulatory proceeding" first made against the insured during the "policy period" or during the applicable Extended Reporting Period, in response to a "wrongful act" or a series of "interrelated wrongful acts" covered under Paragraph d.(1). 2. Paragraph d. of the definition of "loss" in Paragraph V. is replaced by the following: d. With respect to Insuring Agreements d. Security Breach Liability and . Web Site Publishing Liability: Compensatory damages, settlement amounts and costs awarded pursuant to judgments or settlements. "Loss" does not include: (1) Civil or criminal fines or penalties imposed by law; (2) Punitive or exemplary damages; (3) The multiplied portion of multiplied damages; (4) Taxes; (5) Royalties; ( ) The amount of any disgorged profits; or (7) Matters that are uninsurable pursuant to law. BUSINESSOWNER’S BP 99 75 05 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 99 75 05 13 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 1 CALIFORNIA CHANGES – CANCELLATION PREMIUM DUE This endorsement modifies insurance provided under the following: BUSINESSOWNER’S COVERAGE FORM Paragraph A.5. of Section III – Common Policy Condi- tions is amended as follows: 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. Final Premi- um will not be less than the pro rata share of the minimum premium. If the first Named Insured cancels, the refund may be less than pro rata based on our other than pro rata cancellation factor and procedure. Final Premium will not be less than the full policy minimum premium. The cancellation will be effective even if we have not made or offered a refund. BUSINESSOWNERS BP 04 17 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 17 01 10 Insurance Services Office, Inc., 2009 Page 1 of 1 EMPLOYMENT-RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following exclusion is added to Paragraph B.1. Exclusions – Applicable To Business Liability Coverage in Section II – Liability: This insurance does not apply to "bodily in- jury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's em- ployment; or (c) Employment-related practices, poli- cies, acts or omissions, such as co- ercion, demotion, evaluation, reas- signment, discipline, defamation, harassment, humiliation, discrimina- tion or malicious prosecution di- rected at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and adver- tising injury" to that person at whom any of the employment-related practices de- scribed in Paragraph (a), (b) or (c) above is directed. This exclusion applies: (1) Whether the injury-causing event de- scribed in Paragraph (a), (b) or (c) above occurs before employment, dur- ing employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): County of Santa Cruz - ISD Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): County of Santa Cruz Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Clara c/o Insurance Data Services Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. BUSINESSOWNERS BP 05 01 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 05 01 07 02 © ISO Properties, Inc., 2001 Page 1 of 1 CALCULATION OF PREMIUM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added: The premium shown in the Declarations was computed based on r ates in effect at the time the policy was issued. On each renewal, continuation, or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. BUSINESSOWNERS BP 05 24 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 05 24 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 EXCLUSION OF CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE The Exception Covering Certain Fire Losses (Paragraph B.2.) applies to property located in the following state(s): California Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following provisions are added to the Businessowners Policy and apply to Property and Liability Coverages: 1. The following definition is added with respect to the provisions of this endorsement: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 2. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for loss or injury or damage that is otherwise excluded under this Policy. B. The following provisions are added to Businessowners Standard Property Coverage Form BP 00 01, Businessowners Special Property Coverage Form BP 00 02 or Section I – Property of Businessowners Coverage Form BP 00 03: 1. The following exclusion is added: CERTIFIED ACT OF TERRORISM EXCLUSION We will not pay for loss or damage caused directly or indirectly by a "certified act of terrorism". Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. Page 2 of 2 © Insurance Services Office, Inc., 2015 BP 05 24 01 15 2. Exception Covering Certain Fire Losses The following exception to the exclusion in Paragraph B.1. applies only if indicated and as indicated in the Schedule of this endorsement. If a "certified act of terrorism" results in fire, we will pay for the loss or damage caused by that fire. Such coverage for fire applies only to direct loss or damage by fire to Covered Property. Therefore, for example, the coverage does not apply to insurance provided under Business Income and/or Extra Expense Additional Coverages. If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. C. The following provision is added to the Businessowners Liability Coverage Form BP 00 06 or Section II – Liability of the Businessowners Coverage Form BP 00 03: 1. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indirectly, out of a "certified act of terrorism". 2. The following definition is added: For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Form to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property damage" or "personal and advertising injury" as may be defined in any applicable Coverage Form. BUSINESSOWNERS BP 05 41 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 05 41 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 EXCLUSION OF CERTIFIED ACTS OF TERRORISM AND EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following provisions are added to the Businessowners Liability Coverage Form BP 00 06 and Section II – Liability of the Businessowners Coverage Form BP 00 03: A. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising directly or indirectly, out of a "certified act of terrorism", or out of an "other act of terrorism" that is committed outside of the United States (including its territories and possessions and Puerto Rico), but within the "coverage territory". However, with respect to an "other act of terrorism", this exclusion applies only when one or more of the following are attributed to such act: 1. The total of insured damage to all types of property exceeds $25,000,000 (valued in U.S. dollars). In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2. Fifty or more persons sustain death or serious physical injury. For the purposes of this prov ision, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigurement; or c. Protracted loss of or impairment of the function of a bodily member or organ; or 3. The terrorism involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical m aterials; or 5. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, Paragraphs 1. and 2. describe the thresholds used to measure the magnitude of an incident of an "other act of terrorism" and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Form to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property damage" or "personal and advertising injury" as may be defined in any applicable Coverage Form. Page 2 of 2 © Insurance Services Office, Inc., 2015 BP 05 41 01 15 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; b. The act resulted in damage: (1) Within the United States (including its territories and possessions and Puerto Rico); or (2) Outside of the United States in the case of: (a) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b) The premises of any United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 3. "Other act of terrorism" means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion, and the act is not a "certified act of terrorism". Multiple incidents of an "other act of terrorism" which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Policy. BUSINESSOWNERS BP 05 42 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 05 42 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 1 EXCLUSION OF PUNITIVE DAMAGES RELATED TO A CERTIFIED ACT OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following provisions are added to the Businessowners Liability Coverage Form BP 00 06 and Section II – Liability of the Businessowners Coverage Form BP 00 03: A. The following exclusion is added: This insurance does not apply to: TERRORISM PUNITIVE DAMAGES Damages arising, directly or indirectly, out of a "certified act of terrorism" that are awarded as punitive damages. B. The following definition is added: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Policy. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 06 86 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 06 86 01 10 © Insurance Services Office, Inc., 2009 Page 1 of 2 CALIFORNIA – HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage Additional Premium A. Hired Auto Liability $ $66.00 B. Non-owned Auto Liability $ $116.00 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Throughout this endorsement the term spouse means: Spouse or a registered domestic partner under California law. B. Insurance is provided only for those coverages for which a specific premium charge is shown in the Declarations or in the Schedule. 1. Hired Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II – Liability applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. 2. Non-owned Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II – Liability applies to "bodily injury" or "property damage" arising out of the use of any "non-owned auto" in your business by any person. C. For insurance provided by this endorsement only: 1. The exclusions under Paragraph B.1. Appli- cable To Business Liability Coverage in Section II – Liability, other than Exclusions a., b., d., f. and i. and the Nuclear Energy Liability Exclusion, are deleted and replaced by the fol- lowing: a. "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a conse- quence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and Page 2 of 2 © Insurance Services Office, Inc., 2009 BP 06 86 01 10 (2) To any obligation to share dam ages with or repay someone else who must pay damages because of injury. This exclusion does not apply to: (1) Liability assumed by the insured under an "insured contract"; or (2) "Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any work- ers' compensation law. b. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. 2. Paragraph C. Who Is An Insured in Section II – Liability is replaced by the following: 1. Each of the following is an insured under this endorsement to the extent set forth be- low: a. You; b. Any other person using a "hired auto" with your permission; c. For a "non-owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours; but only while such "non-owned auto" is being used in your business; and d. Any other person or organization, but only for their liability because of acts or omissions of an insured under a., b. or c. above. 2. None of the following is an insured: a. Any person engaged in the business of his or her employer for "bodily injury" to any co-"employee" of such person in- jured in the course of employment, or to the spouse, child, parent, brother or sis - ter of that co-"employee" as a conse- quence of such "bodily injury", or for any obligation to share damages with or re- pay someone else who must pay dam- ages because of the injury; b. Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; c. Any person while employed in or other- wise engaged in duties in connection with an "auto business", other than an "auto business" you operate; d. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non-owned auto" or any agent or "employee" of any such owner or lessee; or e. Any person or organization for the con- duct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. D. For the purposes of this endorsement only, Para- graph H. Other Insurance in Section III – Com- mon Policy Conditions is replaced by the follow- ing: This insurance is excess over any primary insur- ance covering the "hired auto" or "non-owned auto". E. The following additional definitions apply: 1. "Auto business" means the business or occu- pation of selling, repairing, servicing, storing or parking "autos". 2. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", your partners or your "ex- ecutive officers" or members of their house- holds. 3. "Non-owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This in- cludes "autos" owned by your "employees", your partners or your "executive officers", or members of their households, but only while used in your business or your personal affairs. BUSINESSOWNER’S BP 89 14 12 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 89 14 12 16 Page 1 of 1 SECTION I - PROPERTY COVERAGES EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNER’S COVERAGE FORM SECTION I – PROPERTY does not apply and all coverage for Covered Property is excluded under this Policy. Paragraph A.5 Additional Coverages of SECTION I – PROPERTY does not apply and such Additional Coverag- es otherwise provided thereunder are excluded. Paragraph A.6 Coverage Extensions of SECTION I – PROPERTY does not apply and such Coverage Exten- sions otherwise provided thereunder are excluded. Insurance is not provided for any coverage listed in the Declarations for which no value is provided as a limit. Specifically, the policyholder did not purchase any of the Section I Property coverages including but not limited to coverage for the physical loss of or damage to any Proper- ty, the Additional Coverages and the Coverage Exten- sions. Accordingly, no insurance coverage is provided by Section I - Property. There is no coverage provided for the physical loss of or damage to any Property, the loss of Business Income or Extra Expense. The policyholder did purchase the coverages provided by Section II – Liability coverages consistent with the limits purchased. This policy only covers the coverages provid- ed in Section II – Liability. BUSINESSOWNERS BP 89 44 10 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 89 44 10 21 Page 1 of 1 EXCLUSION – ANIMALS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Section II – Liability, Paragraph B. Exclusions: Animals This insurance does not apply to damages arising out of the ownership, use, “loading or unloading”, handling, or demonstration of domestic or wild animals, including but not limited to dogs. This exclusion applies whether such ownership, use, “loading or unloading”, handling, or demonstration is by an insured or any person an insured has allowed ten- ancy on property owned by an insured. BP 89 49 08 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 BUSINESSOWNERS BP 89 49 08 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION – ALCOHOL COUNSELING SERVICES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following exclusion is added to Paragraph B.1. Exclusions Applicable To Business Liability Coverage in Section II – Liability: Alcohol Treatment Or Counseling This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of advisory services or counseling with respect to alcohol rehabilitation. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved advisory services or counseling described above. BP 89 66 08 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 BUSINESSOWNERS BP 89 66 08 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION – STAFFING SERVICES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following exclusion is added to Paragraph B.1. Exclusions Applicable To Business Liability Coverage in Section II – Liability: Staffing Services This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the services of an employment agency, temporary employment agency, or staffing service. BP 89 99 08 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 BUSINESSOWNERS BP 89 99 08 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION – NON-CONSULTING OPERATIONS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following exclusion is added to Paragraph B.1. Exclusions Applicable To Business Liability Coverage in Section II – Liability: Non-Consulting Operations This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of any insured involved in non-consulting operations. This includes, but is not limited to: 1. The supply, manufacture, or distribution of any tangible goods or products; 2. The design, construction, installation service, removal or physical repair of any property or tangible goods; or 3. The manufacture, design or assisting of the design of any hardware or hardware components. POLICY NUMBER:N9BP285884 BUSINESSOWNERS Date Processed: 02/18/2025 BP 12 01 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 12 01 07 02 © ISO Properties, Inc., 2001 Page 1 of 2 BUSINESSOWNERS POLICY CHANGES Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073-4011 THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW. POLICY NUMBER N9BP285884 POLICY CHANGES EFFECTIVE 02/19/2025 COMPANY Berkshire Hathaway Direct Insurance Company NAMED INSURED Franklin Frawley Think Tank LLC AUTHORIZED REPRESENTATIVE CHANGES Additional Insured - Designated Person or Organization Changed From: Name of Person or Organization: City of Santa Clara c/o Insurance Data Ser- vices To: Name of Person or Organization: City of Santa Clara ISAOA ATIMA c/o Insur- ance Data Services Changed From: Name of Person or Organization: City of Cupertino To: Name of Person or Organization: City of Cupertino ISAOA ATIMA Policy Forms Changed Additional Insured - Designated Person or Organization Changed Additional Insured - Designated Person or Organization Page 2 of 2 © ISO Properties, Inc., 2001 BP 12 01 07 02 POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Description Previous Limit Of Insurance New Limit Of Insurance Previous Premium New Premium Add'l Premium Return Premium $ $ $ TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ 0.00 $ 0.00 REMOVAL PERMIT If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Cov- erage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change: after that, this insurance does not apply at the previous location. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): County of Santa Cruz - ISD Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): County of Santa Cruz Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Clara ISAOA ATIMA c/o Insurance Data Services Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. POLICY NUMBER: N9BP285884 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino ISAOA ATIMA Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II – Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. AUTOMOBILE POLICY PACKET POLICY PERIOD: IMPORTANT MESSAGES Refer to your Declarations Page and endorsements to verify that coverages, limits, deductibles and other policy details are correct and meet your insurance needs. Required information forms are also enclosed for your review. To receive this document and others electronically, or manage your Auto Policy online, go to usaa.com. For U.S. calls: Policy Service (800) 531-8111. Claims (800) 531-8222. ACS1 49708-0406 PAGE 1 MAIL MCH-M-I 6604 Y4392 NOVEMBER 2,2024 JAMES F FRAWLEY JR 3501 COYOTE CYN SOQUEL CA 95073-3034 CIC 00484 53 06 7104 2 EFFECTIVE DEC 08 2024 TO JUN 08 2025 Please refer to attached form entitled "Notice of Information Practices" for privacy notice information. Check your vehicle for a safety recall today!Visit www.usaa.com/autorecall to learn more. For information about the available discounts and the factors we use to determine premiums,please read the enclosed flier,"Information Used to Determine Your Premium." Thank you for renewing your policy and allowing us to continue servicing your insurance needs.If you have any concerns or need to modify or cancel the renewal policy,please contact us immediately. Your Uninsured Motorists Bodily Injury Coverage (UMBI)and Uninsured Motorists Property Damage (UMPD)selection/rejection remains in effect.You may quote different coverage limits and make changes at any time to your policy on usaa.com.Or you may call us at 1-800-531-USAA (8722). You may exclude from coverage any operator who does not qualify for the California Good Driver Discount.Please refer to the enclosed flier, "Information Used to Determine Your Premium." Your safety matters to USAA.Visit http://usaa.com/autoadvice for our latest auto insurance and driving safety tips. This is not a bill.Any premium charge or change for this policy will be reflected on your next regular monthly statement.Your current billing statement should still be paid by the due date indicated. THIS PAGE INTENTIONALLY LEFT BLANK PAGE 2 AUTOMOBILE POLICY PACKET CONTINUED ACS2 PAGE 3 CIC 00484 53 06 7104 2 Coverage exclusions apply when your vehicle is used in ride sharing.If you need coverage for ride sharing activities,we're pleased to offer Ride Share Gap Protection.Please contact us for more information or to obtain a quote. You may designate a third party to receive notice of policy cancellation or nonrenewal by completing the attached form 40CA. FOR YOUR PROTECTION CALIFORNIA LAW REQUIRES THE FOLLOWING:ANY PERSON WHO KNOWINGLY PRESENTS FALSE OR FRAUDULENT INFORMATION TO OBTAIN OR AMEND INSURANCE COVERAGE OR TO MAKE A CLAIM FOR THE PAYMENT OF A LOSS IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN STATE PRISON. USAA considers many factors when determining your premium.Maintaining safe driving habits is one of the most important steps you can take in keeping your premium as low as possible.A history of claim or driving activity and your USAA payment history may affect your policy premium. We have provided your ID cards in this packet.You can use the cards to show proof of insurance,if necessary. b a c kCALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must provide evidence of financial responsibility at the scene. f Failure to comply is an infraction and shall be punishable byofines, impoundment or license suspension.l d Insurance Company Policy Number Effective Date Expiration Date Additional copies available at usaa.comVehicle Make/Vehicle Identification Number Year This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 California Automobile Insurance Identification Cards We've issued two identification cards as evidence of liability insurance for your vehicle(s). These cards are valid only as long as liability insurance remains in force.Keep a copy of the ID card in your vehicle at all times. You may be required to produce your identification card at vehicle registration or inspection, when applying for a driver's license, following an accident, or upon a law enforcement officer's request. 53CA1 Rev. 06-13 55047-0513_02 b a c k CALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must f provide evidence of financial responsibility at the scene. o Failure to comply is an infraction and shall be punishable by l fines, impoundment or license suspension. d Insurance Company Policy Number Effective Date Expiration Date Vehicle Make/Vehicle Identification Number Year Additional copies available at usaa.com This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 PAGE 4 25968 JAMES F FRAWLEY JR KELLY L FRAWLEY 3501 COYOTE CYN SOQUEL CA 95073-3034 JAMES F FRAWLEY JR KELLY L FRAWLEY USAA CASUALTY INSURANCE COMPANY 00484 53 06C 7104 2 12/08/24 06/08/25 FORD 1FTRW07L13KD03240 2003 CONTACT US:210-531-USAA(8722) OR 800-531-USAA 11/02/24 25968 JAMES F FRAWLEY JR KELLY L FRAWLEY 3501 COYOTE CYN SOQUEL CA 95073-3034 JAMES F FRAWLEY JR KELLY L FRAWLEY USAA CASUALTY INSURANCE COMPANY 00484 53 06C 7104 2 12/08/24 06/08/25 FORD 1FTRW07L13KD03240 2003 CONTACT US:210-531-USAA(8722) OR 800-531-USAA b a c kCALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must provide evidence of financial responsibility at the scene. f Failure to comply is an infraction and shall be punishable byofines, impoundment or license suspension.l d Insurance Company Policy Number Effective Date Expiration Date Additional copies available at usaa.comVehicle Make/Vehicle Identification Number Year This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 California Automobile Insurance Identification Cards We've issued two identification cards as evidence of liability insurance for your vehicle(s). These cards are valid only as long as liability insurance remains in force.Keep a copy of the ID card in your vehicle at all times. You may be required to produce your identification card at vehicle registration or inspection, when applying for a driver's license, following an accident, or upon a law enforcement officer's request. 53CA2 Rev. 06-13 55047-0513_02 b a c k CALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must f provide evidence of financial responsibility at the scene. o Failure to comply is an infraction and shall be punishable by l fines, impoundment or license suspension. d Insurance Company Policy Number Effective Date Expiration Date Vehicle Make/Vehicle Identification Number Year Additional copies available at usaa.com This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 PAGE 5 25968 JAMES F FRAWLEY JR KELLY L FRAWLEY 3501 COYOTE CYN SOQUEL CA 95073-3034 JAMES F FRAWLEY JR KELLY L FRAWLEY USAA CASUALTY INSURANCE COMPANY 00484 53 06C 7104 2 12/08/24 06/08/25 MINI WMWWG5C57K3H08399 2019 CONTACT US:210-531-USAA(8722) OR 800-531-USAA 11/02/24 25968 JAMES F FRAWLEY JR KELLY L FRAWLEY 3501 COYOTE CYN SOQUEL CA 95073-3034 JAMES F FRAWLEY JR KELLY L FRAWLEY USAA CASUALTY INSURANCE COMPANY 00484 53 06C 7104 2 12/08/24 06/08/25 MINI WMWWG5C57K3H08399 2019 CONTACT US:210-531-USAA(8722) OR 800-531-USAA b a c kCALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must provide evidence of financial responsibility at the scene. f Failure to comply is an infraction and shall be punishable byofines, impoundment or license suspension.l d Insurance Company Policy Number Effective Date Expiration Date Additional copies available at usaa.comVehicle Make/Vehicle Identification Number Year This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 California Automobile Insurance Identification Cards We've issued two identification cards as evidence of liability insurance for your vehicle(s). These cards are valid only as long as liability insurance remains in force.Keep a copy of the ID card in your vehicle at all times. You may be required to produce your identification card at vehicle registration or inspection, when applying for a driver's license, following an accident, or upon a law enforcement officer's request. 53CA3 Rev. 06-13 55047-0513_02 b a c k CALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must f provide evidence of financial responsibility at the scene. o Failure to comply is an infraction and shall be punishable by l fines, impoundment or license suspension. d Insurance Company Policy Number Effective Date Expiration Date Vehicle Make/Vehicle Identification Number Year Additional copies available at usaa.com This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 PAGE 6 25968 JAMES F FRAWLEY JR KELLY L FRAWLEY 3501 COYOTE CYN SOQUEL CA 95073-3034 JAMES F FRAWLEY JR KELLY L FRAWLEY USAA CASUALTY INSURANCE COMPANY 00484 53 06C 7104 2 12/08/24 06/08/25 FORD 1FM5K7D81JGA81197 2018 CONTACT US:210-531-USAA(8722) OR 800-531-USAA 11/02/24 25968 JAMES F FRAWLEY JR KELLY L FRAWLEY 3501 COYOTE CYN SOQUEL CA 95073-3034 JAMES F FRAWLEY JR KELLY L FRAWLEY USAA CASUALTY INSURANCE COMPANY 00484 53 06C 7104 2 12/08/24 06/08/25 FORD 1FM5K7D81JGA81197 2018 CONTACT US:210-531-USAA(8722) OR 800-531-USAA USAA CASUALTY INSURANCE COMPANY (A Stock Insurance Company)State Veh POLICY NUMBER 9800 Fredericksburg Road - San Antonio, Texas 78288 Terr POLICY PERIOD:(12:01 A.M. standard time) Named Insured and Address WORK/SCHOOLVEH USE*Description of Vehicle(s)Miles DaysANNUALOnePerVEHYEARTRADE NAME MODEL BODY TYPE IDENTIFICATION NUMBER SYM Way WeekMILEAGE W/C=Work/School;B=Business;F=Farm;P=PleasureThe Vehicle(s) described herein is principally garaged at the above address unless otherwise stated.* This policy provides ONLY those coverages where a premium is shown below. The limits shown may be reduced by policy provisions and may not be combined regardless of the number of vehicles for which a premium is listed unless specifically authorized elsewhere in this policy. VEH VEHVEHVEHCOVERAGESLIMITS OF LIABILITY ("ACV" MEANS ACTUAL CASH VALUE)D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM AMOUNT $AMOUNT $AMOUNT $AMOUNT $ V V V V E E E E H H H H In WITNESS WHEREOF, we have caused this policy to be signed by our President and Secretary at San Antonio, Texas, on this date 5000 C 53383- PAGE 7 ADDL INFO ON NEXT PAGE MAIL MCH-M-I RENEWAL OF 07 08 09 00484 53 06CCA214214214XX 7104 2 CALIFORNIA AUTO POLICY EFFECTIVE DEC 08 2024 TO JUN 08 2025RENEWALDECLARATIONS OPERATORS 01 JAMES F FRAWLEY JR 03 KELLY L FRAWLEY JAMES F FRAWLEY JR 3501 COYOTE CYN SOQUEL CA 95073-3034 07 03 FORD F-150 4D 100 1FTRW07L13KD03240 P 08 19 MINI COOPER CONV 500 WMWWG5C57K3H08399 P 09 18 FORD EXPL 4D XLT 4D 1500 1FM5K7D81JGA81197 P VEH 07 SOQUEL CA 95073-3034 VEH 09 SOQUEL CA 95073-3034 VEH 08 SOQUEL CA 95073-3034 08 6-MONTH076-MONTH 09 6-MONTH PART A -LIABILITY BODILY INJURY EA PER $300,000 EA ACC $500,000 83.28 72.97 96.25 PROPERTY DAMAGE EA ACC $100,000 48.70 29.99 57.70 PART B -MEDICAL PAYMENTS EA PER $100,000 7.64 10.45 11.13 EXTENDED BENEFITS WAGE EARNER DISAB $2,000 PER 30-DAY PERIOD ESSENTIAL SVCS DISAB $45 WK 2.25 2.25 2.25 PART C -UNINSURED MOTORISTS BODILY INJURY EA PER $30,000 EA ACC $60,000 14.63 22.28 24.55 WAIVER OF COLL DEDUCTIBLE .57 .87 .96 PART D -PHYSICAL DAMAGE COVERAGE COMPREHENSIVE LOSS ACV LESS D1000 20.11D1000 30.18D1000 27.48 COLLISION LOSS ACV LESS D1000 48.99D1000 88.69D1000 102.27 TOTAL PREMIUM -SEE FOLLOWING PAGE(S) LOSS PAYEE VEH 08 FIREFIGHTERS FIRST CREDIT UNION,LOS ANGELES CA VEH 09 FIREFIGHTERS FIRST FEDERAL CREDIT U,SAN ANTONIO TX ENDORSEMENTS:ADDED 12-08-24 -NONE REMAIN IN EFFECT(REFER TO PREVIOUS POLICY)-5100CA(02)A200CA(01)RSGPCW(01) INFORMATION FORMS:NIPFCA(05)320CA(05)CADS(05)40CA(01)13580(03) 999CA(19) 07 XXX99000N 08 RMF42000N 09 RMM42000N NOVEMBER 2,2024 05-12 05-12 USAA CASUALTY INSURANCE COMPANY (A Stock Insurance Company)State Veh POLICY NUMBER 9800 Fredericksburg Road - San Antonio, Texas 78288 Terr POLICY PERIOD:(12:01 A.M. standard time) Named Insured and Address WORK/SCHOOLVEH USE *Description of Vehicle(s)Miles DaysANNUALOnePerVEHYEARBODY TYPEMODEL IDENTIFICATION NUMBER SYMTRADE NAME Way WeekMILEAGE The Vehicle(s) described herein is principally garaged at the above address unless otherwise stated.W/C=Work/School;B=Business;F=Farm;P=Pleasure* This policy provides ONLY those coverages where a premium is shown below. The limits shown may be reduced by policy provisions and may not be combined regardless of the number of vehicles for which a premium is listed unless specifically authorized elsewhere in this policy. VEH VEH VEH VEHCOVERAGESLIMITS OF LIABILITY ("ACV" MEANS ACTUAL CASH VALUE)D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM AMOUNT $AMOUNT $AMOUNT $AMOUNT $ V V V V E E E E H H H H In WITNESS WHEREOF, we have caused this policy to be signed by our President and Secretary at San Antonio, Texas, on this date 5000 C 53383- PAGE 8 07 08 09 CA 214214 214 XX 00484 53 06C 7104 2 CALIFORNIA AUTO POLICY EFFECTIVE DEC 08 2024 TO JUN 08 2025RENEWALDECLARATIONS JAMES F FRAWLEY JR 3501 COYOTE CYN SOQUEL CA 95073-3034 07 03 PFORDF-150 4D 1FTRW07L13KD03240100 08 19 PMINICOOPERCONVWMWWG5C57K3H08399500 09 18 PFORDEXPL4DXLT4D1FM5K7D81JGA811971500 VEH 07 SOQUEL CA 95073-3034 VEH 09 SOQUEL CA 95073-3034 VEH 08 SOQUEL CA 95073-3034 07 6-MONTH 08 6-MONTH 09 6-MONTH PART D -PHYSICAL DAMAGE COVERAGE RENTAL REIMBURSEMENT MULTIPASSENGER/TRUCK CLASS 37.92 37.92 STANDARD CLASS 28.38 TOWING AND LABOR 9.70 9.70 9.70 SELECTED VEHICLE FEATURES (LISTED ON THE FEATURES DECLARATION)6.91 14.50 16.40 ___________________________________________________________________________________ VEHICLE TOTAL PREMIUM 280.70 310.26 386.61 6 MONTH PREMIUM $977.57 PREMIUM DUE AT INCEPTION.THIS IS NOT A BILL,STATEMENT TO FOLLOW. CA FRAUD ASSESSMENT FEE $2.64 07 XXX99000N 08 RMF42000N 09 RMM42000N NOVEMBER 2,2024 05-12 05-12 9800 Fredericksburg Road San Antonio, Texas 78288 FEATURES DECLARATION POLICY NUMBER: Specifically listed below are the selected vehicle feature(s) and associated premiums. These premiums are already included in the Vehicle Total Premium. In WITNESS WHEREOF, we have caused this policy to be signed by our President and Secretary at San Antonio, Texas, on this date 5000CF(01) 09-13 126355-1022_01 PAGE 9 CIC 00484 53 06 7104 USAA Casualty Insurance Company (A Stock Insurance Company) 00484 53 06C 7104 EFFECTIVE DEC 08 2024 TO JUN 08 2025 VEH 07,2003 FORD F-150 CAR REPLACEMENT ASSISTANCE $6.91 VEH 08,2019 MINI COOPER CAR REPLACEMENT ASSISTANCE $14.50 VEH 09,2018 FORD EXPL 4D XLT CAR REPLACEMENT ASSISTANCE $16.40 NOVEMBER 2,2024 SUPPLEMENTAL INFORMATION The following approximate premium discounts or credits have already been applied to reduce your policy premium costs. NOTE: Age or status, if allowed by your state/location, was taken into consideration whensenior citizen your rates were set and your premiums have already been adjusted. SUPDECCW Rev. 7-95 PAGE 10 CIC 00484 53 06 7104 EFFECTIVE DEC 08 2024 TO JUN 08 2025 VEHICLE 07 ANNUAL MILEAGE DISCOUNT -$190.04 GOOD DRIVER DISCOUNT -$68.46 OPERATOR 01 MULTI-CAR DISCOUNT -$56.88 MULTI-POLICY DISCOUNT -$9.14 UMBRELLA PASSIVE RESTRAINT DISCOUNT -$1.22 PERSISTENCY DISCOUNT -$46.61 PREMIER OPERATOR DISCOUNT -$56.88 VEHICLE 08 ANNUAL MILEAGE DISCOUNT -$203.28 GOOD DRIVER DISCOUNT -$73.95 OPERATOR 03 MULTI-CAR DISCOUNT -$66.73 MULTI-POLICY DISCOUNT -$10.71 UMBRELLA PASSIVE RESTRAINT DISCOUNT -$1.57 PERSISTENCY DISCOUNT -$54.66 PREMIER OPERATOR DISCOUNT -$66.73 VEHICLE 09 ANNUAL MILEAGE DISCOUNT -$188.75 GOOD DRIVER DISCOUNT -$92.55 OPERATOR 01 MULTI-CAR DISCOUNT -$87.02 MULTI-POLICY DISCOUNT -$13.98 UMBRELLA PASSIVE RESTRAINT DISCOUNT -$1.66 PERSISTENCY DISCOUNT -$71.29 PREMIER OPERATOR DISCOUNT -$87.02 NOVEMBER 2,2024 9800 Fredericksburg Road San Antonio, Texas 78288 NOTICE OF INFORMATION PRACTICES This notice describes the information practices of the: United Services Automobile Association, USAA Casualty Insurance Company, USAA General Indemnity Company, and Garrison Property and Casualty Insurance Company. These practices relate to the information we have about you. You may have also received our "Privacy Promise." However, the laws in your state require that we give you this notice. Any other notice does not limit your rights in this notice. COLLECTION OF INFORMATION We collect information about you, and the individuals you add on your policy, from various sources. This data may be gathered from you and other sources by telephone, in person, electronically, or by mail. Some examples are shown below: Information you provide on applications and other forms, such as name, address, and date of birth. Information about your transactions with us, or with other companies. This means, for example, a request for a new policy, a policy change, or a billing transaction. Information from consumer reporting agencies, such as a motor vehicle report. Data from research firms and other data providers. Information gathered during the process of handling insurance claims, including health information. Information from government agencies, such as accident or theft reports. SHARING OF INFORMATION AS PERMITTED BY LAW We may need to share some information about our current or former customers outside of USAA to properly manage our business. This includes sharing to efficiently service your accounts, to comply with laws, and for other routine business practices. For example, we may share such information with: You, when handling your insurance transactions. Our affiliates. Businesses that provide information to us or assist in settling claims. This may involve other insurers, medical care institutions or professionals, or repair shops. Regulatory, law enforcement, or other government agencies. Those who provide us a business service or help us with an insurance function, such as printers, mail houses, appraisers, or insurance support organizations. Those who assist us in detecting or preventing criminal activity, fraud, material misrepresentation, or material nondisclosure in connection with an insurance transaction. Those who serve us with a facially valid administrative or judicial order, including a search warrant or subpoena. Those who conduct actuarial or research studies. IMPORTANT PRIVACY CHOICES USAA provides two privacy opt out choices: (1) limit the information USAA uses for marketing and (2) limit the flow of information within USAA. You may opt out online by updating your Privacy Preferences at usaa.com/optout, or by calling us at (800) 531-7154. Opting out will make it difficult for us to serve you as you might expect. If you opt out: We may need you to repeat information that you have already provided and we may not be able to pre-fill applications for you. We may have to transfer your phone calls more often. We may not have information that allows us to offer you the products that best meet your needs. 50873-0114_01 NIP-F-CA(05) Rev. 01-14 Page 1 of 2 PAGE 11 CIC 00484 53 06 7104 AUTHORIZATION TO SHARE We honor any additional rights you may have under state laws. By not opting out, you authorize us to use and share your information within USAA. SECURITY AND CONFIDENTIALITY PRACTICES USAA protects the information we collect. Access to this information is limited to those persons who must have it to do their jobs. We also have: Physical security at our buildings. Password protected databases and virus/intrusion detection software. Privacy compliance audits. INFORMATION FOR INTERNET USERS USAA uses Internet cookies and related technology for your security, to manage our site and to provide more relevant offers. Visit our Security Center at usaa.com to learn more. USAA collects personal information on USAA websites, web pages and "apps", as well as public information posted on social media, for site management, security, business and marketing purposes. Examples of information we may collect include: previous URL you visited, transaction information you submit, and clicks on USAA ads and related pages. REVIEWING AND CORRECTING PERSONAL INFORMATION You may review our files of personal information about you. You may do this in person or request a copy. We are not required to provide information that relates to any claim, whether paid or not, or when the possibility of a lawsuit reasonably exists. The review request must: Be in writing. Specify the type of personal information you wish to review. Include your name, address, and policy number. Be mailed to: USAA, 9800 Fredericksburg Road, San Antonio, Texas 78288-0342 After we receive your request, we will: Inform you of the nature of the information we have. Confirm if the data you are requesting is available. Advise you of processing and copy fees. These fees are due before we provide any copies you request. If you request medical information supplied by a medical care institution or professional, we will release the information to you and tell you the source of the information. If you direct us, we will release copies of this information to the licensed medical professional you designate. Mental health information may be supplied to you only with the approval of a qualified professional with treatment responsibility for the condition to which the information relates. You may also request that we correct, amend, or delete incorrect personal information we have about you. This request must: Be made to us in writing. Be made separate from a review request. Explain what you believe is incorrect and why. Be mailed to the address given above. INSURANCE SUPPORT ORGANIZATIONS AND THE INFORMATION RETAINED Insurance support organizations may keep information they give us. These firms may share that information with other persons as permitted by law. NIP-F-CA(05) Rev. 01-14 Page 2 of 2 PAGE 12 CIC 00484 53 06 7104 COMPLAINT NOTICE Should any dispute arise about your premium or about a claim that you have filed, write or call us. The information shown below applies to the company displayed on the declaration page. usaa.com 9800 Fredericksburg Rd. San Antonio, Texas 78288 (800) 531-USAA (8722) The Department of Insurance should only be contacted if the problem cannot be resolved. You may write or call the Department of Insurance at: www.insurance.ca.gov California Department of Insurance Consumer Services Division 300 S. Spring Street Los Angeles, California 90013 (800) 927-HELP (4357) 55207-1016 320CA(05) Rev. 10-16 Page 1 of 1 PAGE 13 CIC 00484 53 06 7104 INFORMATION USED TO DETERMINE YOUR PREMIUM IN CALIFORNIA This information is designed to help you understand the factors we use to determine the premiums you pay for each private passenger vehicle we insure and to make you aware of all the discounts we offer. There is also an explanation of the Classification Code you see on your Declarations Page. Factor Explanation of factor Driving experience The number of years a driver has been licensed to drive. Location Where you garage your vehicle. Vehicle type The year, make and model of the vehicle, as well as its safety and security features. Vehicle use How the vehicle is used (i.e., business, farm, or other) and the total miles driven annually. Financial Responsibility Surcharge An additional premium charged when we must file a certificate of financial responsibility with the state at your request. Chargeable incidents The rating plan we submitted to the California Department of Insurance allows us to consider convictions and at-fault accidents when determining your premium. We may charge additional premium for incidents accumulated within three years of the policy issue or renewal date. These chargeable incidents affect the premiums for the major coverages displayed on the Declarations page. Conviction - A moving motor vehicle conviction. At-fault accident - An accident for which the driver is 51% or more legally responsible and the accident outcome included a fatality, bodily injuries and/or property and/or collision damage in excess of $1,000. Discounts Discounts apply to your vehicle and/or the insured drivers in the household. 64330-0919_01 CADS(05) Rev. 03-20 Page 1 of 4 PAGE 14 CIC 00484 53 06 7104 DISCOUNTS We will automatically include all discounts that we know apply to your vehicle and the insured drivers in the household. Your discounts are listed on the Supplemental Information page attached to your policy. The following discounts are available. Discount Is offered... Anti-theft When your vehicle is equipped with a vehicle recovery system (a system that emits a signal when activated). Away at School When a driver is an occasional operator with less than 14 years driving experience, is a full-time student and resides more than 100 miles away from home without a vehicle. Driver Training To drivers with less than three years of driving experience who successfully completed an approved driver training course. Good Student To drivers with fewer than nine years driving experience who are full-time students maintaining at least a 3.0 or a "B" average. Good Driver To drivers who have both of the following: A three year history of: Continuous licensing, No more than one traffic conviction or at-fault accident with physical damages exceeding $1,000 and No at-fault accidents involving bodily injuries exceeding $1,000 or a fatality. A 10-year history of no convictions for driving under the influence of alcohol and/or drugs. If a driver no longer qualifies for the Good Driver Discount, you may exclude the driver from coverage. Mature Driver Improvement Course To principal drivers, age 55 or older, who successfully complete a mature driver improvement course approved by the California Department of Motor Vehicles. We'll need a copy of the completion certificate to apply the discount. The discount renews automatically for three years after the course completion date if the driver has no at-fault accidents or convictions. Military Installation Garaging When a vehicle is garaged on a military installation. Multi-Car When we insure two or more eligible vehicles on the same policy. Multi-Policy When you have other policies (non-auto) in effect with us when your auto policy is issued or renewed. New Vehicle When your vehicle is no more than three years old. For the purpose of this discount, a vehicle ages as of Oct. 1 of the current year. Occasional Operator To an insured driver who is neither the owner nor principal driver of any one vehicle. CADS(05) Rev. 03-20 Page 2 of 4 PAGE 15 CIC 00484 53 06 7104 Passive Restraint Device When your vehicle is equipped with airbag(s) and/or automatic seatbelts. Persistency Based on the number of years you have continuously maintained an active auto policy with us. Premier Operator To an insured driver who has at least five years driving experience, qualifies for the Good Driver Discount and has neither an at-fault accident nor major conviction within the previous five years. Storage Discount When your vehicle is being stored in a secure location and you, or others, will not drive the vehicle. Vehicle Injury When a vehicle from model years 1985 to 1997 has significantly better than average personal injury loss experience. Note: An additional charge may apply to vehicles with significantly worse than average experience. Explanation of Classification Codes On the bottom of your Declarations page, you will see a box similar to the example below. The alpha or numeric characters in the bottom line of the box are codes that reflect information used to determine the premium for the major coverages: Liability, Medical Payments, Comprehensive, Collision, Uninsured Motorists Bodily Injury, Uninsured Motorists Property Damage and Uninsured Motorists Property Damage Waiver of Collision Deductible. The following example and explanation will help you understand the codes. V E H 01 RSM25 000 N This code means vehicle 01 is located in your state of primary residence and the rated driver is a single male, licensed 25 years with zero accidents or convictions, and no financial responsibility surcharge. Gender is not used in rating. CLASSIFICATION CODES Character Symbol Means... st 1 R This vehicle is located in your state of primary residence. A This vehicle is located in a state other than your primary residence. L This vehicle is located in your state of primary residence, and the driver associated with it has a learner's permit. nd 2 M Married S Single rd 3 M, F, U, or X Indicates gender but it is not used in rating. th th 4 and 5 ##Number of years licensed to drive. th th 6 -8 ###The first digit indicates the number of accidents and the other two are the number of points assigned for moving traffic violations. Note: An "A" in the first position means there are more than 10 accidents. th 9 Y or N Indicates whether there is a financial responsibility surcharge. CADS(05) Rev. 03-20 Page 3 of 4 PAGE 16 CIC 00484 53 06 7104 Exception Codes for characters 1-5: Code Appears when... XXX99 The vehicle is located in your state of primary residence, there are more vehicles than drivers and all licensed drivers on the policy are already associated with other vehicles. If you have questions, please call us at 210-531-USAA (8722), our mobile shortcut #8722 or 800-531-8722. CADS(05) Rev. 03-20 Page 4 of 4 PAGE 17 CIC 00484 53 06 7104 CA Third-Party Designee Notice You are entitled to designate another person to receive any termination, expiration, nonrenewal cancellation notice involving this California insurance policy. Such notifications will be made to the designee in addition to any notifications made to you, the named insured. To make a third-party designation, you must provide us with your written authorization, as well as written acknowledgement by your designee. If you would like to appoint a designee, please become familiar with the following stipulations and review them with the designated person: The appointment of a designee will apply to your automobile, homeowners, rental property insurance or renters policies. Your designee is only authorized to receive copies of notices of policy cancellations or non-renewals. All other correspondence between you and USAA will remain confidential. Your designee will have no authority to act on your behalf to make any policy changes or conduct any other business involving your account. If you would like to authorize someone to handle your account and policies, please let us know. We can arrange that with a power of attorney. Your designee will incur no liability by accepting this designation by you. You may discontinue the appointment of the designee at any time by notifying us in writing. We recommend that you advise your designee of these types of changes, since we will not send your designee any notice. You may appoint another designee by following the same process you used to appoint your first designee. To appoint a designee, provide us with your request on the enclosed form. If you have any additional questions about making a third-party designation, please call us at 210-531-USAA (8722), our mobile shortcut #8722 or 800-531-8722. 129510-1015 40CA(01) 01-16 Page 1 of 2 PAGE 18 CIC 00484 53 06 7104 PS.004845306.40CA.07104 Request for Appointment of Third-Party Insurance Notification Designee Member Name USAA Member Number Member Address The following designee is authorized to receive a separate copy of any notices of cancellation or non-renewal of my auto and or homeowners (RPI) policies. Designee Name Designee Mailing Address (for Notices) DateMember's Signature I accept this appointment to be an insurance notification designee for the member named above. I understand that I will be sent copies of any cancellation or non-renewal of the auto, homeowners, rental property insurance and renters policies of the above member. Additionally, I do not incur any liability by accepting this appointment. DateDesignee's Signature Mail to: USAA 9800 Fredericksburg Rd San Antonio, TX 78288 Both parties must sign where indicated. 40CA(01) 01-16 Page 2 of 2 PAGE 19 CIC 00484 53 06 7104 PS.004845306.40CA.07104 Reasons for a Policy Premium Increase, Cancellation, or Nonrenewal The following table lists specific reasons we would increase premiums, nonrenew, or cancel automobile policies in California. Action Reasons Premium Change in: increase Vehicle. Vehicle location. Vehicle use. Driver. Addition or deletion of a vehicle or driver. Loss of a premium discount or credit. Premium An insured driver on the policy was: increase or Primarily responsible for an accident and the insurer nonrenewal paid a claim for bodily injury, property and/or collision damage in excess of the state's dollar threshold. Convicted of violating any provision of the Vehicle Code or Penal Code involving the operation of a motor vehicle. Any reason not stated that is both lawful and not unfairly discriminatory. Cancellation or Non-payment of premium. nonrenewal Suspended or revoked driver's license.. Fraudulent claim. Material misrepresentation of rating or underwriting information. Substantial Increase in the risk of hazard. 13580(03) Rev. 11-07 13580-1107 PAGE 20 CIC 00484 53 06 7104 CALIFORNIA UNINSURED MOTORISTS COVERAGES UNINSURED MOTORISTS BODILY INJURY COVERAGE Below you will find a brief explanation of Uninsured Motorists Bodily Injury Coverage in California. This explanation is only an overview, and it does not replace or supplement any of the provisions of your policy. Please see your policy for details because the policy controls all issues of coverage. If you have questions or want to discuss or increase your limits, please call us at 210-531-USAA (8722), our mobile shortcut #8722 or 800-531-8722. You can complete this form online at usaa.com. Rejection of Uninsured Motorists Bodily Injury Coverage The California Insurance Code requires an insurer to provide uninsured motorists coverage in each bodily injury liability insurance policy it issues covering liability arising out of the ownership, maintenance, or use of a motor vehicle. Those provisions also permit the insurer and the applicant to delete the coverage when a motor vehicle is operated by a natural person or persons designated by name. Uninsured motorists coverage insures the insured, his or her heirs, or legal representatives for all sums within the limits established by law, that the person or persons are legally entitled to recover as damages for bodily injury, including any resulting sickness, disease, or death, to the insured from the owner or operator of an uninsured motor vehicle not owned or operated by the insured or a resident of the same household. Uninsured motor coverage does not provide any insurance with respect to a vehicle you do not own if the owner of that vehicle has similar insurance. An uninsured motor vehicle includes an unidentified hit-and-run vehicle, or an underinsured motor vehicle as defined in subdivision (p) of Section 11580.2 of the Insurance Code. Uninsured Motorists Bodily Injury Coverage pays if you are injured by an at fault motorist whose Bodily Injury Liability limits are less than your Uninsured Motorists Bodily Injury Coverage limits and less than the amount of damages you are legally entitled to recover from that at-fault motorist. The at-fault motorist's policy pays its Bodily Injury Liability limits first, then your Uninsured Motorists Bodily Injury Coverage pays the lesser of: any remaining loss, or the difference between the driver's Bodily Injury Liability and your Uninsured Motorists Bodily Injury Coverage limits. TO REJECT UNINSURED MOTORISTS BODILY INJURY COVERAGE, COMPLETE THE REJECTION SECTION ON THE ATTACHED REJECTION/SELECTION FORM OR COMPLETE THIS FORM ON USAA.COM. Reduction of Uninsured Motorists Bodily Injury Coverage The California Insurance Code requires an insurer to provide uninsured motorists coverage in each bodily injury liability insurance policy it issues covering liability arising out of the ownership, maintenance, or use of a motor vehicle. Those provisions also permit the insurer and the applicant to agree to provide coverage in an amount less than that required by subdivision (m) of Section 11580.2 of the Insurance Code, but not less than the financial responsibility requirements of $15,000/30,000. 56298-0819_01 999CA(19) Rev. 08-19 Page 1 of 4 PAGE 21 CIC 00484 53 06 7104 PS.004845306.40CA.07104 Uninsured motorists coverage insures the insured, his or her heirs, or legal representatives for all sums within the limits established by law, that the person or persons are legally entitled to recover as damages for bodily injury, including any resulting sickness, disease, or death, to the insured from the owner or operator of an uninsured motor vehicle not owned or operated by the insured or a resident of the same household. Uninsured motorists coverage does not provide any insurance with respect to a vehicle you do not own if the owner of that vehicle has similar insurance. An uninsured motor vehicle includes an unidentified hit-and-run vehicle, or an underinsured motor vehicle as defined in subdivision (p) of Section 11580.2 of the Insurance Code. Uninsured Motorists Bodily Injury coverage pays if you are injured by an at-fault motorist whose Bodily Injury Liability limits are less than your Uninsured Motorists Bodily Injury limits and less than the amount of damages you are legally entitled to recover from the at-fault motorist. The at-fault motorist's policy pays its Bodily Injury Liability limits first, then your Uninsured Motorists Bodily Injury Coverage pays the lesser of: any remaining loss, or the difference between the driver's Bodily Injury Liability limits and your Uninsured Motorists Bodily Injury Coverage limits. TO REDUCE UNINSURED MOTORISTS BODILY INJURY COVERAGE, COMPLETE THE REDUCTION SECTION ON THE ATTACHED REJECTION/SELECTION FORM OR COMPLETE THE FORM ON USAA.COM. 999CA(19) Rev. 08-19 Page 2 of 4 PAGE 22 CIC 00484 53 06 7104 PS.004845306.40CA.07104 REJECTION OF UNINSURED MOTORIST COVERAGE LIMIT Complete this section of the form only if you want to reject Uninsured Motorists Coverage entirely for this policy. If you do not want to reject Uninsured Motorist Coverage, no action is required. I reject Uninsured Motorists Bodily Injury Coverage for this policy and all subsequent renewals until I request otherwise. I understand that I cannot have Uninsured Motorists Property Damage Coverage if I reject Uninsured Motorists Bodily Injury. Please read this form carefully before you sign. By signing this form, you agree that you have read and understand this information. DateUSAA Number Signature of Named Insured IF YOU HAVE REJECTED UNINSURED MOTORIST COVERAGE ENTIRELY IN THE SECTION ABOVE, NO FURTHER ACTION IS REQUIRED. PLEASE RETURN THIS FORM TO USAA. REDUCTION OF UNINSURED MOTORISTS BODILY INJURY COVERAGE LIMITS Complete this section of the form only if you want Uninsured Motorists Bodily Injury Coverage in the following limits for this policy and all subsequent renewals, which you understand is a limit lower than that required by subdivision (m) of Section 11580.2 of the California Insurance Code. The premiums below reflect the total premium for Uninsured Motorists Bodily Injury Coverage for all vehicles insured on this policy. Selected Limits per person/per accident Premium: $15,000/$30,000 $ $20,000/$40,000 $ $25,000/$50,000 $ Uninsured Motorists Bodily Injury Coverage limits may not exceed the Bodily Injury (BI) Liability limits. Please read this form carefully before you sign. By signing this form, you agree that you have read and understand this information. Date USAA Number Signature of Named Insured If this form is sent by fax machine or other electronic means, the sender adopts the document received by USAA as a duplicate original and adopts the signature received by USAA as the sender's original signature. You can return this form to: Mail:USAA 9800 Fredericksburg Road San Antonio, TX 78288 Fax:210-531-8877 or 800-531-8877 Online:usaa.com 999CA(19) Rev. 08-19 Page 3 of 4 PAGE 23 CIC 00484 53 06 7104 36.16 52.06 56.76 PS.004845306.40CA.07104 THIS PAGE INTENTIONALLY LEFT BLANK 999CA(19) Rev. 08-19 Page 4 of 4 LAST PAGE 24 CIC 00484 53 06 7104 PS.004845306.40CA.07104 COMMERCIAL LIABILITY UMBRELLA DECLARATIONS UM DS 01 04 09 PO Box 113247 • Stamford, CT 06911 -3247 • www.biBERK.com Page 1 of 2 Berkshire Hathaway Direct Insurance Company – A Stock Company Issue Dated: 02/13/2025 NAME=INSURED_POISSUE> Policy No.: N9UM289433 Renewal of: NEW POLICY INFORMATION PAGE [1] Named Insured and Mailing Address Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073 [2] Policy Period From 02/14/2025 to 02/14/2026, 12:01 AM, standard time at the insured’s mailing address. [3] Description of Business Strategy Consulting [4] Coverage This policy consists of the Coverage Forms listed on the Schedule of Forms and Endorsements. [5] Premium The premium shown below may be subject to adjustment. Commercial Umbrella Premium $200.00 TOTAL POLICY PREMIUM (subject to adjustment) $200.00 [6] Payment of Premium In return for your payment of premium, and subject to all terms of this policy, we agree with you to provide insurance as stated in this policy. THIS POLICY CONTAINS AGGREGATE LIMITS; REFER TO SECTION III – LIMITS OF INSURANCE FOR DETAILS. Umbrella Limits of Insurance Each Occurrence Limit $1,000,000 Personal and Advertising Injury Limit 1,000,000 Aggregate Limit 1000000 Self-Insured Retention 10,000 Certified Acts of Terrorism Excluded COMMERCIAL LIABILITY UMBRELLA DECLARATIONS UM DS 01 04 09 PO Box 113247 • Stamford, CT 06911 -3247 • www.biBERK.com Page 2 of 2 Terrorism Self-Insured Retention Limit 10,000 Schedule of Underlying Insurance Commercial General Liability Policy Number N9BP285884 Carrier Berkshire Hathaway Direct Insurance Company Policy Form Businessowners Inception Date 02/14/2025 Expiration Date 02/14/2026 Policy Type Occurrence Limits Each Occurrence $2,000,000 General Aggregate 4,000,000 Products-Completed Operations Aggregate 4,000,000 Hired Auto Coverage Yes Non-Owned Auto Coverage Yes, without delivery COMMERCIAL LIABILITY UMBRELLA POLICY DECLARATIONS Page 1 of 1 SCHEDULE OF FORMS AND ENDORSEMENTS Policy No.: N9UM289433 Effective Date: 02/14/2025 NUMBER TITLE UM DS 01 04 09 Commercial Liability Umbrella Dec END SCH Endorsement Schedule IL 99 00 08 13 Authorization and Attestation CU 00 01 12 07 Commercial Liability Umbrella Coverage Form CU 00 04 05 09 Recording and Distribution of Material or Information in Violation of Law Exclusion CU 01 91 05 05 California Changes CU 02 23 08 11 California Changes - Cancellation and Nonrenewal CU 21 23 02 02 Nuclear Energy Liability Exclusion Endorsement CU 21 35 01 15 Exclusion of Certified Acts of Terrorism and Exclusion of Other Acts of Terrorism Committed Outside the United States CU 21 36 01 15 Exclusion of Punitive Damages Related to a Certified Act of Terrorism CU 21 42 12 04 Exclusion - Exterior Insulation and Finish Systems CU 21 50 03 05 Silica or Silica-Related Dust Exclusion CU 21 56 06 06 Auto Exclusion of Terrorism Coverage CU 21 58 05 09 Communicable Disease Exclusion CU 99 00 04 09 Umbrella Policy Customizations CU 99 02 04 09 Asbestos Exclusion CU 99 03 04 09 Lead Exclusion CU 99 05 04 09 Fungi or Bacteria Exclusion CU 99 11 05 13 California Changes - Cancellation Premium Due IL 00 17 11 98 Common Policy Conditions IL 09 85 01 15 Disclosure Pursuant to Terrorism Risk Insurance Act IL P 001 01 04 U.S. Treasury Department's Office Of Foreign Assets Control (OFAC) Advisory Notice To Policyholder CU PRV POL Privacy Policy THIS ENDORSEMENT AUTHORIZES THE POLICY. IL 99 00 08 13 Page 1 of 1 AUTHORIZATION AND ATTESTATION IL 99 00 08 13 AUTHORIZATION AND ATTESTATION This endorsement authorizes the insurance contract between you and the insurance company subsidiary listed on the DECLARATIONS PAGE of your insurance policy. In Witness Whereof, this page executes and fully attests to this policy. If required by state law, the policy shall not be valid unless countersigned by our authorized representatives. Authorizing signatures Bruce J. Byrnes Secretary Peter Shelley President COMMERCIAL LIABILITY UMBRELLA CU 00 01 12 07 CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 1 of 17 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II – Who Is An In- sured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V – Definitions. SECTION I – COVERAGES COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay on behalf of the insured the "ult i- mate net loss" in excess of the "retained limit" because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking damages for such "bodily in- jury" or "property damage" when the "underly- ing insurance" does not provide coverage or the limits of "underlying insurance" have been exhausted. When we have no duty to defend, we will have the right to defend, or to partici- pate in the defense of, the insured against any other "suit" seeking damages to which this in- surance may apply. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "proper- ty damage" to which this insurance does not apply. At our discretion, we may investigate any "occurrence" that may involve this insur- ance and settle any resultant claim or "suit", for which we have the duty to defend. But: (1) The amount we will pay for the "ultimate net loss" is limited as described in Section III – Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments – Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1.a. of Section II – Who Is An Insured and no "employee" authorized by you to give or receive notice of an "oc- currence" or claim, knew that the "bodily in- jury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any con- tinuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oc- curred by any insured listed under Paragraph 1.a. of Section II – Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resumption of that "bodily injury" or "property damage" af- ter the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed un- der Paragraph 1.a. of Section II – Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other in- surer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Page 2 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: 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" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a co n- tract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litig a- tion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute res- olution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- der the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. This exclusion does not apply to the extent that valid "underlying insurance" for the liquor liabil- ity risks described above exists or would have existed but for the exhaustion of underlying lim- its for "bodily injury" and "property damage". Coverage provided will follow the provisions, exclusions and limitations of the "underlying in- surance" unless otherwise directed by this in- surance. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment compensation law or any similar law. e. E.R.I.S.A. Any obligation of the insured under the Em- ployees' Retirement Income Security Act (E.R.I.S.A.), and any amendments thereto or any similar federal, state or local statute. f. Auto Coverages (1) "Bodily injury" or "property damage" arising out of the ownership, maintenance or use of any "auto" which is not a "covered auto"; or (2) Any loss, cost or expense payable under or resulting from any first party physical dam- age coverage; no-fault law; personal injury protection or auto medical payments cover- age; or uninsured or underinsured motorist law. g. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 3 of 17 This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". With respect to injury arising out of a "covered auto", this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits. For the pur- poses of this insurance, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises. This exclusion does not apply to the extent that valid "underlying insurance" for the employer's liability risks described above exists or would have existed but for the exhaustion of underl y- ing limits for "bodily injury". Coverage provided will follow the provisions, exclusions and limita- tions of the "underlying insurance" unless ot h- erwise directed by this insurance. h. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employ- ment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, hu- miliation, discrimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is di- rected. This exclusion applies whether the injury- causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after employment of that per- son. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. i. Pollution (1) "Bodily injury" or "property damage" which would not have occurred in whole or part but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time; or (2) "Pollution cost or expense". This exclusion does not apply if valid "underl y- ing insurance" for the pollution liability risks de- scribed above exists or would have existed but for the exhaustion of underlying limits for "bodi- ly injury" and "property damage". Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance". j. Aircraft Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "load- ing or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employ- ment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge; (3) Liability assumed under any "insured con- tract" for the ownership, maintenance or use of aircraft or watercraft. (4) The extent that valid "underlying insurance" for the aircraft or watercraft liability risks described above exists or would have ex- isted but for the exhaustion of underlying limits for "bodily injury" or "property dam- age". Coverage provided will follow the pro- visions, exclusions and limitations of the "underlying insurance" unless otherwise di- rected by this insurance; or Page 4 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 (5) Aircraft that is: (a) Chartered by, loaned to, or hired by you with a paid crew; and (b) Not owned by any insured. k. Racing Activities "Bodily injury" or "property damage" arising out of the use of "mobile equipment" or "autos" in, or while in practice for, or while being prepared for, any prearranged professional or organized racing, speed, demolition, or stunting activity or contest. l. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. m. Damage To Property "Property damage" to: (1) Property: (a) You own, rent, or occupy including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including pre- vention of injury to a person or damage to another's property; or (b) Owned or transported by the insured and arising out of the ownership, maintenance or use of a "covered auto". (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontrac- tors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those op- erations; or (6) That particular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1)(b), (3), (4), (5) and (6) of this exclusion do not apply to liability assumed un- der a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to liability assumed under a written Trail- er Interchange agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". n. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. o. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage aris- es was performed on your behalf by a subcon- tractor. p. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or danger- ous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and ac- cidental physical injury to "your product" or "your work" after it has been put to its intended use. q. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, adjustment, removal or disposal of: (1) "Your product"; CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 5 of 17 (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. r. Personal And Advertising Injury "Bodily injury" arising out of "personal and a d- vertising injury". s. Professional Services "Bodily injury" or "property damage" due to rendering or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change or- ders or drawings and specifications by any architect, engineer or surveyor performing services on a project on which you serve as construction manager; (3) Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager; (4) Engineering services, including related supervisory or inspection services; (5) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (6) Any health or therapeutic service treatment, advice or instruction; (7) Any service, treatment, advice or instruction for the purpose of appearance or skin en- hancement, hair removal or replacement, or personal grooming or therapy; (8) Any service, treatment, advice or instruction relating to physical fitness, including ser- vice, treatment, advice or instruction in connection with diet, cardio-vascular fit- ness, body building or physical training pro- grams; (9) Optometry or optical or hearing aid services including the prescribing, preparation, fit- ting, demonstration or distribution of oph- thalmic lenses and similar products or hear- ing aid devices; (10) Body piercing services; (11) Services in the practice of pharmacy; but this exclusion does not apply if you are a retail druggist or your operations are those of a retail drugstore; (12) Law enforcement or firefighting services; and (13) Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. t. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. This exclusion does not apply if valid "underl y- ing insurance" for the electronic data risks de- scribed above exists or would have existed but for the exhaustion of underlying limits for "bodi- ly injury" and "property damage". Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance", unless otherwise directed by this insurance. u. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. Page 6 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay on behalf of the insured the "ult i- mate net loss" in excess of the "retained limit" because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking damages for such "personal and advertising injury" when the "underlying in- surance" does not provide coverage or the lim- its of "underlying insurance" have been ex- hausted. When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other "suit" seeking damages to which this insurance may apply. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. At our discretion, we may investigate any offense that may involve this insurance and settle any r e- sultant claim or "suit", for which we have the duty to defend. But: (1) The amount we will pay for the "ultimate net loss" is limited as described in Section III – Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments – Coverages A and B. b. This insurance applies to "personal and adver- tising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. "Personal and advertising injury": (1) Knowing Violation Of Rights Of Another Caused by or at the direction of the insured with the knowledge that the act would vio- late the rights of another and would inflict "personal and advertising injury". (2) Material Published With Knowledge Of Falsity Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. (3) Material Published Prior To Policy Period Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. (4) Criminal Acts Arising out of a criminal act committed by or at the direction of the insured. (5) Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (a) Liability for damages that the insured would have in the absence of the con- tract or agreement. (b) Liability for false arrest, detention or imprisonment assumed in a contract or agreement. (6) Breach Of Contract Arising out of a breach of contract, except an implied contract to use another's adver- tising idea in your "advertisement". (7) Quality Or Performance Of Goods – Failure To Conform To Statements Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "a d- vertisement". (8) Wrong Description Of Prices Arising out of the wrong description of the price of goods, products or services stated in your "advertisement". (9) Infringement Of Copyright, Patent, Trademark Or Trade Secret Arising out of the infringement of copyright, patent, trademark, trade secret or other in- tellectual property rights. Under this exclu- sion, such other intellectual property rights do not include the use of another's advertis- ing idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. (10) Insureds In Media And Internet Type Businesses Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of websites for others; or CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 7 of 17 (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the plac- ing of frames, borders or links, or advertis- ing, for you or others anywhere on the In- ternet, is not by itself, considered the business of advertising, broadcasting, pub- lishing or telecasting. (11) Electronic Chatrooms Or Bulletin Boards Arising out of an electronic chatroom or bul- letin board the insured hosts, owns, or over which the insured exercises control. (12) Unauthorized Use Of Another's Name Or Product Arising out of the unauthorized use of an- other's name or product in your e-mail ad- dress, domain name or metatag, or any other similar tactics to mislead another's potential customers. (13) Pollution Arising out of the actual, alleged or threat- ened discharge, dispersal, seepage, migra- tion, release or escape of "pollutants" at any time. (14) Employment-Related Practices To: (a) A person arising out of any: (i) Refusal to employ that person; (ii) Termination of that person's em- ployment; or (iii) Employment-related practices, poli- cies, acts or omissions, such as co- ercion, demotion, evaluation, reas- signment, discipline, defamation, harassment, humiliation, discrimina- tion or malicious prosecution di- rected at that person; or (b) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any of the em- ployment-related practices described in Paragraphs (i), (ii) or (iii) above is di- rected. This exclusion applies whether the injury- causing event described in Paragraphs (i), (ii) or (iii) above occurs before employ- ment, during employment or after employ- ment of that person. This exclusion applies whether the insured may be liable as an employer or in any oth- er capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. (15) Professional Services Arising out of the rendering or failure to render any professional service. This in- cludes but is not limited to: (a) Legal, accounting or advertising ser- vices; (b) Preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations by any architect, engineer or surveyor performing services on a pro- ject on which you serve as construction manager; (c) Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager. (d) Engineering services, including related supervisory or inspection services; (e) Medical, surgical, dental, x-ray or nurs- ing services treatment, advice or instruc- tion; (f) Any health or therapeutic service treat- ment, advice or instruction; (g) Any service, treatment, advice or in- struction for the purpose of appearance or skin enhancement, hair removal or replacement, or personal grooming or therapy; (h) Any service, treatment, advice or in- struction relating to physical fitness, in- cluding service, treatment, advice or in- struction in connection with diet, cardio- vascular fitness, body building or phys i- cal training programs; i) Optometry or optical or hearing aid services including the prescribing, prep- aration, fitting, demonstration or distribu- tion of ophthalmic lenses and similar products or hearing aid devices; Page 8 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 (j) Body piercing services; (k) Services in the practice of pharmacy; but this exclusion does not apply if you are a retail druggist or your operations are those of a retail drugstore; (l) Law enforcement or firefighting services; and (m) Handling, embalming, disposal, burial, cremation or disinterment of dead bod- ies. (16) War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (a) War, including undeclared or civil war; (b) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (c) Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernmental authority in hindering or de- fending against any of these. (17) Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising di- rectly or indirectly out of any action or omis- sion that violates or is alleged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (b) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (c) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the send- ing, transmitting, communicating or dis- tribution of material or information. b. "Pollution cost or expense". SUPPLEMENTARY PAYMENTS – COVERAGES A AND B 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend, when the duty to defend exists: a. All expenses we incur. b. Up to $2000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "occurrence" we cover. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", inclu d- ing actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment in- terest based on that period of time after the of- fer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or depos- ited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insur- ance. 2. When we have the right but not the duty to defend the insured and elect to participate in the defense, we will pay our own expenses but will not contrib- ute to the expenses of the insured or the "underl y- ing insurer". 3. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the li- ability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter- ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 9 of 17 f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that i n- demnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I – Coverage A – Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II – WHO IS AN INSURED 1. Except for liability arising out of the ownership, maintenance or use of "covered autos": a. If you are designated in the Declarations as: (1) An individual, you and your spouse are insureds, but only with respect to the con- duct of a business of which you are the sole owner. (2) A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your busi- ness. (3) A limited liability company, you are an in- sured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. (4) An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive offic- ers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also in- sureds, but only with respect to their liability as stockholders. (5) A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. b. Each of the following is also an insured: (1) Your "volunteer workers" only while per- forming duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partner- ship, joint venture or limited liability compa- ny) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the con- duct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (a) "Bodily injury" or "personal and advertis- ing injury": (i) To you, to your partners or members (if you are a partnership or joint ven- ture), to your members (if you are a limited liability company), to a co- "employee" in the course of his or her employment or performing duties related to the conduct of your busi- ness or to your other "volunteer workers" while performing duties re- lated to the conduct of your busi- ness; (ii) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (a)(i) above; or (iii) For which there is any obligation to share damages with or repay some- one else who must pay damages because of the injury described in Paragraphs (a)(i) or (ii) above. Page 10 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 (b) "Property damage" to property: (i) Owned, occupied or used by, (ii) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). (2) Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. (3) Any person or organization having proper temporary custody of your property if you die, but only: (a) With respect to liability arising out of the maintenance or use of that property; and (b) Until your legal representative has been appointed. (4) Your legal representative if you die, but only with respect to duties as such. That repre- sentative will have all your rights and duties under this Coverage Part. c. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar in- surance available to that organization. Howev- er: (1) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the poli- cy period, whichever is earlier; (2) Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to "personal and advertising injury" arising out of an of- fense committed before you acquired or formed the organization. 2. Only with respect to liability arising out of the own- ership, maintenance or use of "covered autos": a. You are an insured. b. Anyone else while using with your permission a "covered auto" you own, hire or borrow is also an insured except: (1) The owner or anyone else from whom you hire or borrow a "covered auto". This excep- tion does not apply if the "covered auto" is a trailer or semitrailer connected to a "cov- ered auto" you own. (2) Your "employee" if the "covered auto" is owned by that "employee" or a member of his or her household. (3) Someone using a "covered auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "au- tos" unless that business is yours. (4) Anyone other than your "employees", part- ners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employ- ees", while moving property to or from a "covered auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability com- pany) for a "covered auto" owned by him or her or a member of his or her household. (6) "Employees" with respect to "bodily injury" to any fellow "employee" of the insured aris- ing out of and in the course of the fellow "employee's" employment or while perform- ing duties related to the conduct of your business. c. Anyone liable for the conduct of an insured described above is also an insured, but only to the extent of that liability. 3. Any additional insured under any policy of "under- lying insurance" will automatically be an insured under this 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 amount of insurance required by the contract, less any amounts payable by any "underlying insur- ance". Additional insured coverage provided by this in- surance will not be broader than coverage provid- ed by the "underlying insurance". No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 11 of 17 SECTION III – LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made, "suits" brought, or number of vehicles involved; or c. Persons or organizations making claims or bringing "suits". 2. The Aggregate Limit is the most we will pay for the sum of all "ultimate net loss" under: a. Coverage A, except "ultimate net loss" be- cause of "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a "covered auto"; and b. Coverage B. 3. Subject to Paragraph 2. above, the Each Occur- rence Limit is the most we will pay for the sum of all "ultimate net loss" under Coverage A because of all "bodily injury" and "property damage" arising out of any one "occurrence". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage B for the sum of all "ultimate net loss" because of all "personal and advertising inju- ry" sustained by any one person or organization. 5. If there is "underlying insurance" with a policy period that is non-concurrent with the policy period of this Commercial Liability Umbrella Coverage Part, the "retained limit(s)" will only be reduced or exhausted by payments for: a. "Bodily injury" or "property damage" which occurs during the policy period of this Cover- age Part; or b. "Personal and advertising injury" for offenses that are committed during the policy period of this Coverage Part. However, if any "underlying insurance" is written on a claims-made basis, the "retained limit(s)" will only be reduced or exhausted by claims for that insurance that are made during the policy period, or any Extended Reporting Period, of this Cover- age Part. The Aggregate Limit, as described in Paragraph 2. above, applies separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy peri- od shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional peri- od will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV – CONDITIONS 1. Appeals If the "underlying insurer" or insured elects not to appeal a judgment in excess of the "retained limit", we may do so at our own expense. We will be lia- ble for taxable costs, pre- and postjudgment inter- est and disbursements. 2. Bankruptcy a. Bankruptcy Of Insured Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. b. Bankruptcy Of Underlying Insurer Bankruptcy of the "underlying insurer" will not relieve us of our obligations under this Cover- age Part. However, this insurance will not replace the "u n- derlying insurance" in the event of bankruptcy or insolvency of the "underlying insurer". This insur- ance will apply as if the "underlying insurance" were in full effect. 3. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense, regardless of the amount, which may result in a claim. To the extent possible, notice should in- clude: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Page 12 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 4. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 5. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance, whether primary, excess, contingent or on any other basis. This condition will not apply to in- surance specifically written as excess over this Coverage Part. When this insurance is excess, we will have no duty under Coverages A or B to defend the in- sured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other in- surance, we will pay only our share of the "ul- timate net loss" that exceeds the sum of: (1) The total amount that all such other insur- ance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. 6. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 7. Representations Or Fraud By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon representa- tions you made to us; c. We have issued this policy in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. 8. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 9. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 13 of 17 10. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 11. Loss Payable Liability under this Coverage Part shall not apply unless and until the insured or insured's "underl y- ing insurer" has become obligated to pay the "r e- tained limit". Such obligation by the insured to pay part of the "ultimate net loss" shall have been pr e- viously determined by a final settlement or judg- ment after an actual trial or written agreement b e- tween the insured, claimant, and us. 12. Transfer Of Defense When the underlying limits of insurance have been used up in the payment of judgments or settle- ments, the duty to defend will be transferred to us. We will cooperate in the transfer of control to us of any outstanding claims or "suits" seeking damag- es to which this insurance applies which would have been covered by the "underlying insurance" had the applicable limit not been used up. 13. Maintenance Of/Changes To Underlying Insurance The "underlying insurance" listed in the Schedule of "underlying insurance" in the Declarations shall remain in full effect throughout the policy period except for reduction of the aggregate limit due to payment of claims, settlement or judgments. Failure to maintain "underlying insurance" will not invalidate this insurance. However, this insurance will apply as if the "underlying insurance" were in full effect. If there is an increase in the scope of coverage of any "underlying insurance" during the term of this policy, our liability will be no more than it would have been if there had been no such increase. You must notify us as soon as practicable when any "underlying insurance" is no longer in effect or if the limits or scope of coverage of any "underl y- ing insurance" is changed. 14. Expanded Coverage Territory a. If a "suit" is brought in a part of the "coverage territory" that is outside the United States of America (including its territories and posses- sions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from defending the insured, the insured will initiate a defense of the "suit". We will reimburse the insured, un- der Supplementary Payments, for any reason- able and necessary expenses incurred for the defense of a "suit" seeking damages to which this insurance applies, that we would have paid had we been able to exercise our right and du- ty to defend. If the insured becomes legally obligated to pay sums because of damages to which this insur- ance applies in a part of the "coverage territo- ry" that is outside the United States of America (including its territories and possessions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from paying such sums on the insured's behalf, we will reimburse the insured for such sums. b. All payments or reimbursements we make for damages because of judgments or settlements will be made in U.S. currency at the prevailing exchange rate at the time the insured became legally obligated to pay such sums. All pay- ments or reimbursements we make for ex- penses under Supplementary Payments will be made in U.S. currency at the prevailing ex- change rate at the time the expenses were in- curred. c. Any disputes between you and us as to wheth- er there is coverage under this policy must be filed in the courts of the United States of Amer- ica (including its territories and possessions), Canada or Puerto Rico. d. The insured must fully maintain any coverage required by law, regulation or other govern- mental authority during the policy period, ex- cept for reduction of the aggregate limits due to payments of claims, judgments or settlements. Failure to maintain such coverage required by law, regulation or other governmental authority will not invalidate this insurance. However, this insurance will apply as if the required coverage by law, regulation or other governmental au- thority was in full effect. Page 14 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 SECTION V – DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law where it is li- censed or principally garaged. However, "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, disability, sick- ness, or disease sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 4. "Coverage territory" means anywhere in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanc- tion or embargo by the United States of America. 5. "Covered auto" means only those "autos" to which "underlying insurance" applies. 6. "Employee" includes a "leased worker". "Employ- ee" does not include a "temporary worker". 7. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, defi- cient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the r e- pair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organiza- tion for damage by fire to premises while rent- ed to you or temporarily occupied by you with permission of the owner is not an "insured con- tract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employ- ees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". g. That part of any other contract or agreement pertaining to your business (including an in- demnification 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. Paragraphs f. and g. do not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an "auto" to you or any of your "employ- ees", if the "auto" is loaned, leased or rent- ed with a driver; or (3) That holds a person or organization en- gaged in the business of transporting prop- erty by "auto" for hire harmless for your use of a "covered auto" over a route or territory that person or organization is authorized to serve by public authority. CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 15 of 17 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, water- craft or "auto" to the place where it is finally de- livered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not at- tached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached m a- chinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perm a- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building clea n- ing, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or car- go. However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are consid- ered "autos". 13. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person oc- cupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or organi- zation's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of priva- cy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". Page 16 of 17 © ISO Properties, Inc., 2007 CU 00 01 12 07 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Pollution cost or expense" means any loss, cost or expense arising out of any: a. Request, demand, order or statutory or regula- tory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or b. Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 17. "Products-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the fol- lowing times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your co n- tract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials. 18. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. With respect to the ownership, maintenance or use of "covered autos", property damage also in- cludes "pollution cost or expense", but only to the extent that coverage exists under the "underlying insurance" or would have existed but for the ex- haustion of the underlying limits. For the purposes of this insurance, with respect to other than the ownership, maintenance or use of "covered autos", electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from com- puter 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. 19. "Retained limit" means the available limits of "un- derlying insurance" scheduled in the Declarations or the "self-insured retention", whichever applies. 20. "Self-insured retention" means the dollar amount listed in the Declarations that will be paid by the insured before this insurance becomes applicable only with respect to "occurrences" or offenses not covered by the "underlying insurance". The "self- insured retention" does not apply to "occurrences" or offenses which would have been covered by "underlying insurance" but for the exhaustion of applicable limits. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent or the "underlying insurer's" consent. 22. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. CU 00 01 12 07 © ISO Properties, Inc., 2007 Page 17 of 17 23. "Ultimate net loss" means the total sum, after reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of settlement or judgments or any arbitration or other alternate dispute m eth- od entered into with our consent or the "underlying insurer's" consent. 24. "Underlying insurance" means any policies of insurance listed in the Declarations under the Schedule of "underlying insurance". 25. "Underlying insurer" means any insurer who pro- vides any policy of insurance listed in the Sched- ule of "underlying insurance". 26. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 27. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, dis- tributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, d u- rability, performance or use of "your prod- uct"; and (2) The providing of or failure to provide warn- ings or instructions. c. Does not include vending machines or other property rented to or located for the use of oth- ers but not sold. 28. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, d u- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions. COMMERCIAL LIABILITY UMBRELLA CU 00 04 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 00 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. Exclusion u. of Paragraph 2. Exclusions of Sec- tion I – Coverage A – Bodily Injury And Proper- ty Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: u. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to vio- late: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordi- nance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and addi- tions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmit- ting, communicating or distribution of material or information. B. Exclusion a.(17) of Paragraph 2. Exclusions of Section I – Coverage B – Personal And Adver- tising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: a. "Personal and advertising injury": (17) Recording And Distribution Of Material Or Information In Violation Of Law Arising directly or indirectly out of any action or omission that violates or is al- leged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amend- ment of or addition to such law; (b) The CAN-SPAM Act of 2003, includ- ing any amendment of or addition to such law; (c) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, send- ing, transmitting, communicating or distribution of material or inform ation. COMMERCIAL LIABILITY UMBRELLA CU 01 91 05 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 01 91 05 05 © ISO Properties, Inc., 2004 Page 1 of 1 CALIFORNIA CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The term "spouse" is replaced by the following: Spouse or registered domestic partner under Cali- fornia law. B. With respect to coverage for the ownership, maintenance, or use of "covered autos", the term "family member" is replaced by the following: "Family member" means a person related to you by blood, adoption, marriage or registered domes- tic partnership under California law, who is a resi- dent of your household, including a ward or foster child. COMMERCIAL LIABILITY UMBRELLA CU 02 23 08 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 02 23 08 11 © Insurance Services Office, Inc., 2011 Page 1 of 2 CALIFORNIA CHANGES – CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. Paragraphs 2., 3. and 5. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. Page 2 of 2 © Insurance Services Office, Inc., 2011 CU 02 23 08 11 (8) A material change in limits, type or scope of coverage, or exclusions in one or more of the underlying policies. (9) Cancellation or nonrenewal of one or more of the underlying policies where such policies are not replaced without lapse. (10) A reduction in financial rating or grade of one or more insurers, insuring one or more underlying policies based on an evaluation obtained from a recognized financial rating organization. b. We will mail or deliver advance written notice of cancellation, stating the reaso n for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. The refund, if any, will be computed on a pro rata basis. However, the refund may be less than pro rata if we made a loan to you for the purpose of payment of premiums for this policy. The cancellation will be effective even if we have not made or offered a refund. B. The following is added and supersedes any provisions to the contrary: Nonrenewal If we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. COMMERCIAL LIABILITY UMBRELLA CU 21 23 02 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 21 23 02 02 © ISO Properties, Inc., 2001 Page 1 of 2 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART I. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear En- ergy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nu- clear Insurance Association of Canada or any of their successors, or would be an in- sured under any such policy but for its ter- mination upon exhaustion of its limit of liabil- ity; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the in- sured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. B. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazardous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an insured or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, trans- ported or disposed of, by or on behalf of an insured; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this Ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. II. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "Spe- cial nuclear material" or "by-product material". "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed pri- marily for its "source material" content, and (b) re- sulting from the operation by any person or organi- zation of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear f a- cility". Page 2 of 2 © ISO Properties, Inc., 2001 CU 21 23 02 02 "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packag- ing "waste"; (c) Any equipment or device used for the pro- cessing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutoni- um or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self - supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. COMMERCIAL LIABILITY UMBRELLA CU 21 35 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 21 35 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 EXCLUSION OF CERTIFIED ACTS OF TERRORISM AND EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indirectly, out of a "certified act of terrorism ", or out of an "other act of terrorism" that is committed outside of the United States (including its territories and possessions and Puerto Rico), but within the "coverage territory". However, with respect to an "other act of terrorism", this exclusion applies only when one or more of the following are attributed to such act: 1. The total of insured damage to all types of property exceeds $25,000,000 (valued in US dollars). In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2. Fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigurement; or c. Protracted loss of or impairment of the function of a bodily member or organ; or 3. The terrorism involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or 5. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, Paragraphs 1. and 2. describe the thresholds used to measure the magnitude of an incident of an "other act of terrorism" and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Part or underlying insurance to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property damage", "personal and advertising injury", "injury" or "environmental damage" as may be defined in any applicable Coverage Part or underlying insurance. 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; b. The act resulted in damage: (1) Within the United States (including its territories and possessions and Puerto Rico); or Page 2 of 2 © Insurance Services Office, Inc., 2015 CU 21 35 01 15 (2) Outside of the United States in the case of: (a) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b) The premises of any United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 3. "Other act of terrorism" means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion, and the act is not a "certified act of terrorism". Multiple incidents of an "other act of terrorism" which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. COMMERCIAL LIABILITY UMBRELLA CU 21 36 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 21 36 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 1 EXCLUSION OF PUNITIVE DAMAGES RELATED TO A CERTIFIED ACT OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The following exclusion is added: This insurance does not apply to: TERRORISM PUNITIVE DAMAGES Damages arising, directly or indirectly, out of a "certified act of terrorism" that are awarded as punitive damages. B. The following definition is added: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the f ollowing: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. COMMERCIAL LIABILITY UMBRELLA CU 21 42 12 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 21 42 12 04 © ISO Properties, Inc., 2003 Page 1 of 1 EXCLUSION – EXTERIOR INSULATION AND FINISH SYSTEMS This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising in- jury" arising out of, caused by, or attributable to, whether in whole or in part, the following: 1. The design, manufacture, construction, fabric a- tion, preparation, distribution and sale, installa- tion, application, maintenance or repair, includ- ing remodeling, service, correction or replacement, of any "exterior insulation and fin- ish system" or any part thereof, or any substan- tially similar system or any part thereof, includ- ing the application or use of conditioners, primers, accessories, flashings, coatings, caulking or sealants in connection with such a system; or 2. "Your product" or "your work" with respect to any exterior component, fixture or feature of any structure if an "exterior insulation and finish system", or any substantially similar system, is used on the part of that structure containing that component, fixture or feature. B. The following definition is added to the Definitions Section: "Exterior insulation and finish system" means a non-load bearing exterior cladding or finish sys- tem, and all component parts therein, used on any part of any structure, and consisting of: 1. A rigid or semi-rigid insulation board made of expanded polystyrene and other materials; 2. The adhesive and/or mechanical fasteners used to attach the insulation board to the sub- strate; 3. A reinforced or unreinforced base coat; 4. A finish coat providing surface texture to which color may be added; and 5. Any flashing, caulking or sealant used with the system for any purpose. COMMERCIAL LIABILITY UMBRELLA CU 21 50 03 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 21 50 03 05 © ISO Properties, Inc., 2004 Page 1 of 1 SILICA OR SILICA-RELATED DUST EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability: 2. Exclusions This insurance does not apply to: SILICA OR SILICA-RELATED DUST a. "Bodily injury" arising, in whole or in part, out of the actual, alleged, threatened or sus- pected inhalation of, or ingestion of, "silica" or "silica-related dust". b. "Property damage" arising, in whole or in part, out of the actual, alleged, threatened or suspected contact with, exposure to, ex- istence of, or presence of, "silica" or "silica- related dust". c. Any loss, cost or expense arising, in whole or in part, out of the abating, testing for, monitoring, cleaning up, removing, contain- ing, treating, detoxifying, neutralizing, rem e- diating or disposing of, or in any way re- sponding to or assessing the effects of, "silica" or "silica-related dust", by any in- sured or by any other person or entity. B. The following exclusion is added to Paragraph 2., Exclusions of Section I – Coverage B – Person- al And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: SILICA OR SILICA-RELATED DUST a. "Personal and advertising injury" arising, in whole or in part, out of the actual, alleged, threatened or suspected inhalation of, in- gestion of, contact with, exposure to, exist- ence of, or presence of, "silica" or "silica- related dust". b. Any loss, cost or expense arising, in whole or in part, out of the abating, testing for, monitoring, cleaning up, removing, contain- ing, treating, detoxifying, neutralizing, rem e- diating or disposing of, or in any way re- sponding to or assessing the effects of, "silica" or "silica-related dust", by any in- sured or by any other person or entity. C. The following definitions are added to the Defini- tions Section: 1. "Silica" means silicon dioxide (occurring in crystalline, amorphous and impure forms), sili- ca particles, silica dust or silica compounds. 2. "Silica-related dust" means a mixture or combi- nation of silica and other dust or particles. COMMERCIAL LIABILITY UMBRELLA CU 21 56 06 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 21 56 06 06 © ISO Properties, Inc., 2006 Page 1 of 2 AUTO EXCLUSION OF TERRORISM COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The provisions of this endorsement: 1. Apply only to "bodily injury" or "property dam- age" arising out of the ownership, maintenance or use of any "auto" that is a "covered auto" under this Coverage Part; and 2. Supersede the provisions of any other en- dorsement addressing terrorism attached to this Coverage Part only with respect to "bodily injury" or "property damage" arising out of the ownership, maintenance or use of any "auto" that is a "covered auto". B. The following definitions are added and apply under this endorsement wherever the term terror- ism, or the phrase any injury or damage, are e n- closed in quotation marks: 1. "Terrorism" means activities against persons, organizations or property of any nature: a. That involve the following or preparation for the following: (1) Use or threat of force or violence; or (2) Commission or threat of a dangerous act; or (3) Commission or threat of an act that interferes with or disrupts an electronic, communication, information, or m echan- ical system; and b. When one or both of the following applies: (1) The effect is to intimidate or coerce a government or the civilian population or any segment thereof, or to disrupt any segment of the economy; or (2) It appears that the intent is to intimidate or coerce a government, or to further political, ideological, religious, social or economic objectives or to express (or express opposition to) a philosophy or ideology. 2. "Any injury or damage" means any injury or damage covered under any Coverage Part or underlying insurance to which this endorse- ment is applicable, and includes but is not lim- ited to "bodily injury", "property damage", "per- sonal and advertising injury", "injury" or "environmental damage" as may be defined in any applicable Coverage Part or underlying in- surance. C. The following exclusion is added: EXCLUSION OF TERRORISM We will not pay for "any injury or damage" caused directly or indirectly by "terrorism", including action in hindering or defending against an actual or ex- pected incident of "terrorism". "Any injury or dam- age" is excluded regardless of any other cause or event that contributes concurrently or in any se- quence to such injury or damage. But this exclu- sion applies only when one or more of the fol- lowing are attributed to an incident of "terrorism": 1. The "terrorism" is carried out by means of the dispersal or application of radioactive material, or through the use of a nuclear weapon or de- vice that involves or produces a nuclear reac- tion, nuclear radiation or radioactive contami- nation; or 2. Radioactive material is released, and it ap- pears that one purpose of the "terrorism" was to release such material; or 3. The "terrorism" is carried out by means of the dispersal or application of pathogenic or poi- sonous biological or chemical materials; or 4. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the "terrorism" was to release such materials; or Page 2 of 2 © ISO Properties, Inc., 2006 CU 21 56 06 06 5. The total of insured damage to all types of property exceeds $25,000,000. In determining whether the $25,000,000 threshold is exceed- ed, we will include all insured damage sus- tained by property of all persons and entities affected by the "terrorism" and business inter- ruption losses sustained by owners or occu- pants of the damaged property. For the pur- pose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insur- ance but for the application of any terrorism exclusions; or 6. Fifty or more persons sustain death or serious physical injury. For the purposes of this provi- sion, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigure- ment; or c. Protracted loss of or impairment of the function of a bodily member or organ. Multiple incidents of "terrorism" which occur within a 72-hour period and appear to be carried out in concert or to have a related purpose or common leadership will be deemed to be one incident, for the purpose of determining whether the thresholds in Paragraphs C.5. or C.6. are exceeded. With respect to this Exclusion, Paragraphs C.5. and C.6. describe the threshold used to measure the magnitude of an incident of "terrorism" and the circumstances in which the threshold will apply, for the purpose of determining whether this Exclusion will apply to that incident. When the Exclusion ap- plies to an incident of "terrorism", there is no co v- erage under this Coverage Part. In the event of any incident of "terrorism" that is not subject to this Exclusion, coverage does not apply to "any injury or damage" that is otherwise excluded under this Coverage Part. COMMERCIAL LIABILITY UMBRELLA CU 21 58 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 21 58 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 COMMUNICABLE DISEASE EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability: 2. Exclusions This insurance does not apply to: Communicable Disease "Bodily injury" or "property damage" arising out of the actual or alleged transmission of a com- municable disease. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the: a. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a communicable disease; b. Testing for a communicable disease; c. Failure to prevent the spread of the dis- ease; or d. Failure to report the disease to authorities. B. The following is added to Paragraph 2.a. of Sec- tion I – Coverage B – Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: a. "Personal and advertising injury": Communicable Disease Arising out of the actual or alleged trans- mission of a communicable disease. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the: (1) Supervising, hiring, employing, training or monitoring of others that may be in- fected with and spread a communicable disease; (2) Testing for a communicable disease; (3) Failure to prevent the spread of the disease; or (4) Failure to report the disease to authori- ties. COMMERCIAL LIABILITY UMBRELLA CU 99 00 04 09 CU 99 00 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. UMBRELLA POLICY CUSTOMIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART 1. SECTION I – COVERAGE A – In Paragraph 2., Exclusion a. is deleted and replaced with the fol- lowing: a. Expected Or Intended Injury All "Bodily injury" or "property damage" (including any unexpected or unintended portion thereof) if any "bodily injury" or "property damage" was ex- pected or intended from the standpoint of the in- sured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. 2. SECTION I – COVERAGE A – In Paragraph 2., Exclusion c. is deleted and replaced with the fol- lowing: c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion does not apply to the extent that valid "underlying insurance" for the liquor liability risks described above exists or would have exist- ed but for the exhaustion of underlying limits for "bodily injury" and "property damage". Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance" unless otherwise directed by this insurance. 3. SECTION I – COVERAGE A – In Paragraph 2., Exclusion d. is deleted and replaced with the fol- lowing: d. Workers' Compensation And Similar Laws Any obligation of the insured or the insured’s in- surer under a workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. SECTION I – COVERAGE A – In Paragraph 2., Exclusion e. is deleted and replaced with the fol- lowing: e. E.R.I.S.A./Employee Benefits Any obligation of the insured under the Employ- ees' Retirement Income Security Act (E.R.I.S.A.), and any amendments thereto or any similar fed- eral, state or local statute, ordinance, regulation or precedent related to employee benefits. 5. SECTION I – COVERAGE A – In Paragraph 2., Exclusion g. is deleted and replaced with the fol- lowing: g. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Para- graph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages be- cause of the injury. COMMERCIAL LIABILITY UMBRELLA – Umbrella Policy Customizations Endorsement CU 99 00 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 2 of 6 With respect to injury arising out of a "covered au- to", this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits. For the purposes of this insurance, a domestic "employee" is a person en- gaged in household or domestic work performed principally in connection with a residence premis- es. This exclusion does not apply to the extent that valid "underlying insurance" for the employer's li- ability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury". Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance" unless otherwise directed by this insurance. 6. SECTION I – COVERAGE A – In Paragraph 2., Exclusion h. is deleted and replaced with the fol- lowing: h. Employment-Related Practices "Bodily injury" to or “property damage” to the property of: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, de- motion, evaluation, reassignment, disci- pline, defamation, harassment, humilia- tion, discrimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily inju- ry" to that person at whom any of the em- ployment-related practices described in Par- agraphs (a), (b), or (c) above is directed. This exclusion applies whether the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during em- ployment or after employment of that person. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages be- cause of the injury. 7. SECTION I – COVERAGE A – In Paragraph 2., Exclusion i. is deleted and replaced with the fol- lowing: i. Pollution (1) "Bodily injury" or "property damage" which would not have occurred in whole or part but for the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants" at any time; or (2) "Pollution cost or expense". 8. SECTION I – COVERAGE A – In Paragraph 2., Exclusion j. is deleted and replaced with the fol- lowing: j. Aircraft Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unload- ing". This exclusion applies even if the claims against any insured allege negligence or other wrongdo- ing in the supervision, hiring, employment, train- ing or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft or watercraft that is owned or operated by or rented or loaned to any insured. 9. SECTION I – COVERAGE A – In Paragraph 2., Exclusion o. is deleted and replaced with the fol- lowing: o. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". 10. SECTION I – COVERAGE A – In Paragraph 2., Exclusion s. is modified as follows: Numbers (10) and (11) under Exclusion s. are deleted and replaced with the following: COMMERCIAL LIABILITY UMBRELLA – Umbrella Policy Customizations Endorsement CU 99 00 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 3 of 6 (10) Tattooing, body piercing services (except ear lobe piercing); (11) Services in the practice of pharmacy; Number (14) is added: (14) Computer or software design, advice or con- sultation, programming services including vi- rus protection, firewall or website design. 11. SECTION I – COVERAGE A – In Paragraph 2., Exclusion v. is added: v. Directors and Officers Liability for a wrongful act, error, omission or breach of duty by an insured in the performance of the office of director or officer of a corporation. 12. SECTION I – COVERAGE A – In Paragraph 2., Exclusion w. is added: w. Cross Suits "Bodily injury" or "property damage" initiated, al- leged or caused by a named insured covered by this policy against any other named insured cov- ered by this policy. 13. SECTION I – COVERAGE A – In Paragraph 2., Exclusion x. is added: x. Nuclear, Biological, Chemical or Radiological "Bodily injury” or "property damage" arising, in whole or in part, directly or indirectly, out of one of the following: (1) The use, release, or escape of nuclear mate- rials, or directly or indirectly resulting in nu- clear reaction or radiation or radioactive con- tamination; or (2) The dispersal, application, or release of path- ogenic or poisonous biological or chemical materials. Any loss, cost or expense arising, in whole or in part, out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying, neutralizing, remediating or disposing of, or in any way responding to or assessing the ef- fects of nuclear, biological, chemical or radiologi- cal contamination. 14. SECTION I – COVERAGE B – In Paragraph 2., Exclusion a. “Personal and Advertising Injury”, number (5) is deleted and replaced with the fol- lowing: (5) Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (a) Liability for damages that the insured would have in the absence of the contract or agreement. 15. SECTION I – COVERAGE B – In Paragraph 2., Exclusion a. “Personal and Advertising Injury”, number (10) is deleted and replaced with the fol- lowing: (10) Insureds In Media And Internet Type Businesses Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or tele- casting; (b) Designing or determining content of websites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Section. 16. SECTION I – COVERAGE B – In Paragraph 2., Exclusion a. “Personal and Advertising Injury”, number (15) is amended as follows: Letters (j) and (k) are deleted and replaced with the following: (j) Tattooing, body piercing services (except ear lobe piercing); (k) Services in the practice of pharmacy; Letter (n) is added: (n) Computer or software design, advice or con- sultation, programming services, including vi- rus protection, firewall or website design. 17. SECTION I – COVERAGE B – In Paragraph 2., Exclusion a. “Personal and Advertising Injury”, numbers 18, 19, 20, 21, 22, 23, and 24 are added: (18) Insured’s Website “Personal and Advertising Injury” arising directly or indirectly out of: (a) Your placement of advertising for others on your website or a link to, or a reference to, a website or web address of others on your website. COMMERCIAL LIABILITY UMBRELLA – Umbrella Policy Customizations Endorsement CU 99 00 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 4 of 6 (b) Your placement of content or company, brand or product information from others on your website or on any frame or border within your website. (c) Software or programming related to your website’s design, appearance or functions. (19) Directors and Officers Liability for a wrongful act, error, omission or breach of duty by an insured in the performance of the office of director or officer of a corporation. (20) Discrimination/Harassment Arising out of discrimination, harassment, or hu- miliation, by an officer, director, member or part- ner of insured. (21) Securities Arising out of representations made by you or your agents regarding the value or suitability of any securities, or the fluctuation in value of any stocks, bonds or other securities. (22) Unfair Competition Violation of antitrust laws, state and federal laws governing restrictions on trade, unfair competition or deceptive advertising. (23) Cross Suits Initiated, alleged or caused by a named insured covered by this policy against any other named insured covered by this policy. (24) Nuclear, Biological, Chemical or Radiological "Personal and advertising injury" arising, in whole or in part, directly or indirectly, out of one of the following: (1) The use, release, or escape of nuclear mate- rials, or directly or indirectly resulting in nu- clear reaction or radiation or radioactive con- tamination; or (2) The dispersal, application, or release of path- ogenic or poisonous biological or chemical materials. Any loss, cost or expense arising, in whole or in part, out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying, neutralizing, remediating or disposing of, or in any way responding to or assessing the ef- fects of nuclear, biological, chemical or radiologi- cal contamination. 18. SECTION II – WHO IS AN INSURED – Paragraph c. is deleted. 19. SECTION III – LIMITS OF INSURANCE - Paragraph 5. is renumbered to number 7, and numbers 5 and 6 are added: 5. Subject to Paragraph (2) above, if a Sublimit of Insurance is shown in the Declarations for Liquor Liability, the most we will pay for the sum of all “ul- timate net loss” for Liquor Liability will be that Sub- limit of Insurance shown in the Declarations. 6. Subject to Paragraph (2) above, if a Sublimit of Insurance is shown in the Declarations for Profes- sional Liability, the most we will pay for the sum of all “ultimate net loss” for Professional Liability will be that Sublimit of Insurance shown in the Decla- rations. 20. SECTION IV – CONDITIONS - Paragraph 1. Ap- peals is deleted and replaced with the following: 1. Appeals If the "underlying insurer" or insured elects not to appeal a judgment in excess of the "retained lim- it", we may do so at our own expense. Our limit of liability shall not be increased because of such appeal. We will however be liable for taxable costs, pre- and postjudgment interest and dis- bursements. Where the “underlying insurers” ter- minate their liability to interest on the judgment by an offer to pay the limits, you shall demand that such limits be paid. If the appeal is successful, such amounts not obligated to be paid shall be re- turned to the “underlying insurer”. 21. SECTION IV – CONDITIONS - Paragraph 2. Bank- ruptcy is deleted and replaced with Financial Im- pairment as follows: 2. Financial Impairment Bankruptcy, rehabilitation, receivership, liquida- tion or other financial impairment of you or any “underlying insurer” shall neither relieve nor in- crease any of our obligations under this policy. COMMERCIAL LIABILITY UMBRELLA – Umbrella Policy Customizations Endorsement CU 99 00 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 5 of 6 In the event there is a diminished recovery or no recovery available to you as a result of such fi- nancial impairment of an insurer providing sched- uled “underlying insurance” the coverage under this policy shall apply only in excess of the limits of insurance stated in the “scheduled underlying insurance”. Under no circumstances shall we be required to drop down and replace the limits of in- surance, or assume the obligations of a financially impaired insurer. This insurance will not replace the "underlying in- surance" in the event of bankruptcy or insolvency of the "underlying insurer". This insurance will ap- ply as if the "underlying insurance" were in full ef- fect. 22. SECTION IV – CONDITIONS - Paragraph 6. Premi- um Audit is deleted and replaced with the follow- ing: 6. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will com- pute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. We may increase the premium if the scope of the insureds opera- tions have changed. c. The first Named Insured must keep records of the information we need for premium compu- tation, and send us copies at such times as we may request. 23. SECTION IV – CONDITIONS - Paragraph 9. Trans- fer Of Rights Of Recovery Against Others To Us is deleted and replaced with the following: 9. Transfer Of Rights Of Recovery Against Others To Us/Subrogation If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Any recoveries shall be applied first to reimburse any interests (including the insured) that may have paid any amounts in excess of our liability under this policy; then to reimburse us for any indemnity hereunder; and lastly to reimburse such interests (including the insured) as to which this policy is in excess, as are entitled to any residue, if any. When we assist in pursuit of the insureds right of recovery, reasonable expenses resulting there- from shall be apportioned among all interests in the ratio of their respective recoveries. 24. SECTION IV – CONDITIONS - Paragraph 10. When We Do Not Renew is deleted and replaced with Nonrenewal/Cancellation as follows: 10. Nonrenewal/Cancellation If we decide not to renew this Policy, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date, or within the time period specified under applicable law. If we decide to cancel this Policy we will mail or deliver to the Named Insured shown in the Decla- rations notice of cancellation, not less than 10 days prior to the date of cancellation if cancella- tion is based on non-payment of premium, and not less than 30 days prior to cancellation for oth- er reasons, or such other period of time as may be required under applicable law. If notice of non-renewal or cancellation is mailed, proof of mailing will be sufficient proof of notice, unless additional or other proof is required under applicable law. 25. SECTION IV – CONDITIONS - Paragraph 13. Maintenance Of/Changes To Underlying Insurance is deleted and replaced with the following: 13. Maintenance Of/Changes To Underlying Insurance The "underlying insurance" listed in the Schedule of "underlying insurance" in the Declarations shall remain in full effect throughout the policy period except for reduction of the aggregate limit due to payment of claims, settlement or judgments. Failure to maintain "underlying insurance" will not invalidate this insurance. However, this insurance will apply as if the "underlying insurance" were in full effect subject to the terms and conditions in effect on the date such underlying insurance was scheduled in the Declarations. COMMERCIAL LIABILITY UMBRELLA – Umbrella Policy Customizations Endorsement CU 99 00 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 6 of 6 In the event that “underlying insurance” has been cancelled, non-renewed or terminated, we may cancel this policy and/or charge an additional premium. If underlying insurance is terminated or there is an increase in the scope of coverage of any "under- lying insurance" during the term of this policy, our liability will be no more than it would have been if there had been no such increase. You must notify us immediately when any "under- lying insurance" is no longer in effect or if the lim- its or scope of coverage of any "underlying insur- ance" is changed. 26. SECTION IV – CONDITIONS - Paragraph 15. Set- tlement of Claims or Suit is added as follows: 15. Settlement of Claims or Suit We may pay but are not obligated to pay any part or all of the amount of the “retained limit” to effect settlement of a claim or “suit”. Upon notification of the action taken you shall promptly reimburse us for such part of the “retained limit” that we have paid. All named insureds are jointly and severally responsible for our reimbursement and agree to make such reimbursement within 30 days after we give you written notice or demand for pay- ment. 27. SECTION V – DEFINITIONS - Paragraph 4. is de- leted and replaced with the following: 4. “Coverage territory” means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; except for liability arising out of the maintenance, ownership or use of a cov- ered “auto”; (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communica- tion; or (4) Liability arising from use of a covered “au- to” of the private passenger type that is leased, hired, rented or borrowed without a driver for a period of 30 days or less; provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to. In the event underlying insurance provided by a company other than us contains applicable provi- sions which are more restrictive and/or afford less coverage than those contained in Section 4. c. coverage provided will follow such provisions. Un- der no circumstances shall coverage drop down below the retained limit due to a difference in the definitions of coverage territory provided by this coverage part and the applicable definitions in the underlying coverages. COMMERCIAL LIABILITY UMBRELLA CU 99 02 04 09 CU 99 02 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ASBESTOS EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY: 2. Exclusions This insurance does not apply to: ASBESTOS a. “Bodily injury” or “property damage” arising out of an exposure or threat of exposure to the ac- tual or alleged properties of asbestos and in- cludes the mere presence of asbestos in any form. b. Any damages, judgments, settlements, loss, costs or expenses that: (1) May be awarded or incurred by reason of any claim or “suit” alleging actual or threatened injury or damage of any na- ture or kind to persons or property which would not have occurred in whole or in part but for the presence of asbestos; (2) Arise out of any request, demand, order to statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an as- bestos presence; or (3) Arise out of any claim or suit for damages because of testing for, monitoring, clean- ing up, removing, encapsulating, contain- ing, treating, detoxifying or neutralizing or in any way responding to or assessing the effect of an asbestos presence. B. The following exclusion is added to Paragraph 2., Exclusions of SECTION I – COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY: 2. Exclusions This insurance does not apply to: ASBESTOS a. “Personal and Advertising Injury” arising out of an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. b. Any damages, judgments, settlements, loss, costs or expenses that: (1) May be awarded or incurred by reason of any claim or “suit” alleging actual or threatened injury or damage of any na- ture or kind to persons or property which would not have occurred in whole or in part but for the presence of asbestos; (2) Arise out of any request, demand, order to statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an as- bestos presence; or (3) Arise out of any claim or suit for damages because of testing for, monitoring, clean- ing up, removing, encapsulating, contain- ing, treating, detoxifying or neutralizing or in any way responding to or assessing the effect of an asbestos presence. COMMERCIAL LIABILITY UMBRELLA CU 99 03 04 09 CU 99 03 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LEAD EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY: 2. Exclusions This insurance does not apply to: LEAD a. "Bodily injury" or "property damage" arising out of the actual, alleged or threatened exposure to lead, paint containing lead, or any other materi- al or substance containing lead; or b. Any loss, cost or expenses arising out of any: (1) Request, demand or order that any insured or others test for, monitor, clean up, remove or contain, or in any way respond to, or as- sess the effects of lead, paint containing lead, or any other material or substance containing lead; (2) Claim or “suit” by or on behalf of any person, organization or governmental authority for damages because of testing for, monitoring, cleaning up or removing, containing, or in any way responding to, or assessing the ef- fects of lead, paint containing lead, or any other material or substance containing lead. B. The following exclusion is added to Paragraph 2., Exclusions of SECTION I – COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY: 2. Exclusions This insurance does not apply to: LEAD a. "Personal and Advertising Injury” arising out of the actual, alleged or threatened exposure to lead, paint containing lead, or any other materi- al or substance containing lead; or b. Any loss, cost or expenses arising out of any: (1) Request, demand or order that any insured or others test for, monitor, clean up, remove or contain, or in any way respond to, or as- sess the effects of lead, paint containing lead, or any other material or substance containing lead; (2) Claim or “suit” by or on behalf of any person, organization or governmental authority for damages because of testing for, monitoring, cleaning up or removing, containing, or in any way responding to, or assessing the ef- fects of lead, paint containing lead, or any other material or substance containing lead. COMMERCIAL LIABILITY UMBRELLA CU 99 05 04 09 CU 99 05 04 09 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FUNGI OR BACTERIA EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY: 2. Exclusions This insurance does not apply to: FUNGI OR BACTERIA a. "Bodily injury" or "property damage" which would not have occurred, in whole or in part, but for the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, exist- ence of, or presence of, any "fungi" or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to such injury or damage. b. Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neu- tralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, "fungi" or bacteria, by any insured or by any other person or entity. If coverage for “fungi” or bacteria that are, are on, or are contained in, a good or product intended for bodily consumption exists in the “underlying in- surance” then this exclusion does not apply to any “fungi” or bacteria that are, are on, or are con- tained in, a good or product intended for bodily consumption. B. The following exclusion is added to Paragraph 2., Exclusions of SECTION I – COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY: 2. Exclusions This insurance does not apply to: FUNGI OR BACTERIA a. "Personal and advertising injury" which would not have taken place, in whole or in part, but for the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, exist- ence of, or presence of any "fungi" or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to such injury. b. Any loss, cost or expense arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neu- tralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, "fungi" or bacteria, by any insured or by any other person or entity. C. The following definition is added to the Definitions Section: "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or by-products produced or released by fungi. COMMERCIAL LIABILITY UMBRELLA CU 99 11 05 13 CU 99 11 05 13 Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES – CANCELLATION PREMIUM DUE This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART CALIFORNIA CHANGES – CANCELLATION AND NONRENEWAL ENDORSEMENT Paragraph A.5. of the CALIFORNIA CHANGES – CANCELLATION AND NONRENEWAL ENDORSEMENT is amended as follows: 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. Final Premium will not be less than the pro rata share of the min- imum premium. If the first Named Insured can- cels, the refund may be less than pro rata based on our other than pro rata cancellation factor and procedure. Final Premium will not be less than the full policy minimum premium. The cancellation will be effective even if we have not made or offered a refund. IL 00 17 11 98 IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of premi- um; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. POLICY NUMBER: N9UM289433 IL 09 85 01 15 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. IL 09 85 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE – PART I Terrorism Premium (Certified Acts) $ This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Coverage Form(s) and/or Policy(ies): Commercial Liability Umbrella Coverage Form Additional information, if any, concerning the terrorism premium: SCHEDULE – PART II Federal share of terrorism losses 80 % Year: 2025 (Refer to Paragraph B. in this endorsement.) Federal share of terrorism losses 80 % Year: 2026 (Refer to Paragraph B. in this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2015 IL 09 85 01 15 B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. IL P 001 01 04 IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: Foreign agents; Front organizations; Terrorists; Terrorist organizations; and Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Trea s- ury's web site – http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen co ntract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. Privacy Policy We are committed to treating and using personal financial information about you and your employees responsibly. We will not disclose nonpublic, personal information about you and your employees to anyone except as permitted or required by law. This disclosure is made on behalf of the following and applicable affiliates: We collect nonpublic, personal information from you about you and your employees to properly maintain and service your policy. This nonpublic, personal information may come from the following sources: • Application Information and Other Forms. On the application for insurance or other forms completed by you, you provide us with most of the information we need to process policies and claims. • Transaction Information. We may develop information about you and your employees based on transactions and experiences you have with us, our affiliates, or others. • Third-Party Information. This is information that we receive to verify or supplement your application or claims. Disclosing Information In the course of conducting business and as permitted or required by law, we may share nonpublic personal information about you and your employees with our affiliated companies. We do not disclose any nonpublic, personal information about you and your employees to any nonaffiliated third parties, except for the conduct of our business or as permitted or required by law. Information may be supplied to others providing business services for us. Additionally, we may provide information for audit or research purposes or to law enforcement agencies to help us prevent fraud. Securing Information We restrict access to nonpublic personal information about you and your employees to our employees who need to know the information necessary to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with applicable regulations to guard the nonpublic, personal information of you and your employees. A Current Copy of Our Privacy Policy is Always Available at our web site. PO Box 113247 • Stamford, CT 06911-3247 • www.biBERK.com Telephone: 844-472-0967 • Customer Service Hotline: 844-472-0967 Berkshire Hathaway Direct Insurance Company Berkshire Hathaway Insurers of biBERK PU-CS (07-09)89855-0709 Page 1 of 1 CIC 00484 53 06 71U 1063X 00000 DM-03037 UMBRELLA POLICY PACKET JAMES F FRAWLEY JR. 3501 COYOTE CYN SOQUEL CA 95073-3034 August 16, 2024 Effective: 11/14/2024 to 11/14/2025 CIC 00484 53 06 71U Important Messages Refer to your Declarations Page and endorsements to verify that coverage, limits and other policy details are correct and meet your insurance needs. Required information forms are also enclosed for your review. Please read the enclosed document, “Make Sure Coverage is Adequate: Review Umbrella Exposures and Check Policy” for details on updating your policy information. Due to a change in rates or rating program, this policy renewal reflects a premium increase of $202.30. Please read the enclosed form entitled "Notice of Information Practices" regarding privacy information. FOR YOUR PROTECTION CALIFORNIA LAW REQUIRES THE FOLLOWING: ANY PERSON WHO KNOWINGLY PRESENTS FALSE OR FRAUDULENT INFORMATION TO OBTAIN OR AMEND INSURANCE COVERAGE OR TO MAKE A CLAIM FOR THE PAYMENT OF A LOSS IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN STATE PRISON. This is not a bill. Any premium charge or return for this policy will be reflected on your next regular monthly statement. To receive this document and others electronically or to view your policy summary online, go to usaa.com. You may also contact us at 210-531-USAA (8722), our mobile shortcut #8722 or 800-531-USAA (8722). UMBUL (11-19)135075-1119 Page 1 of 1 Make Sure Coverage is Adequate: Review Umbrella Exposures and Check Policy It’s important to review your umbrella policy as it provides liability coverage for a covered loss that exceeds the minimum required liability limits for the applicable personal insurance coverage shown in the Schedule of Underlying Insurance on the Declarations Page. If the insurance policies on all your vehicles, properties and watercraft are not maintained with at least the minimum required liability limits, there will be a gap in coverage between the limit on the underlying personal insurance policy and your personal umbrella policy. In the event of a covered claim, you will be responsible for paying the difference between the required underlying limit and the actual liability coverage limits on the underlying insurance policies before your umbrella policy will provide coverage. Note: If all your personal underlying insurance policies covered by your umbrella policy are insured with a USAA Group insurance policy and the coverage limits shown on the Supplement Declarations Page are at least the minimum required limits, there is no need for any adjustments to your underlying policies. However, you may wish to review each individual underlying policy to ensure there is no gap in coverage. If any members of your household have personal insurance policies insured with USAA, with another insurance company through a USAA Insurance Agency relationship or elsewhere, or you have personal insurance policies insured with another insurance company through a USAA Insurance Agency relationship or elsewhere, please ensure the policies have at least the minimum liability limits required by your USAA umbrella policy. Your personal umbrella policy must include all drivers in the household and anyone who regularly drives any of your vehicles. Your umbrella policy also must include all vehicles, properties and watercraft you own, finance, lease, or co-own. Refer to your Personal Umbrella Policy for coverages explanation, limitations and exclusions. CIC 00484 53 06 71U USAA CASUALTY INSURANCE COMPANY (A Stock Insurance Company) 9800 Fredericksburg Road, San Antonio, Texas 78288 PERSONAL UMBRELLA POLICY DECLARATIONS Renewal Part Two. This Declarations page, with “Part One” and endorsements, if any, completes this policy. In Witness, Whereof, this policy is signed on 08/16/2024. Kelly Armstrong, Corporate Secretary Randy Termeer, President PU 1900-2 (05-12)12988-0512 Page 1 of 1 Named Insured and Mailing Address: James F Frawley Jr. 3501 COYOTE CYN SOQUEL CA 95073-3034 Location of principal residence premises: 3501 Coyote Cyn Soquel, Santa Cruz, CA 95073 Policy Number CIC 00484 53 06 71U Policy Period: From 11/14/2024 To 11/14/2025 (12:01 A.M. standard time at location of the principal residence.) DEDUCTIBLE $0.00 Policy Limit (per occurrence):$2,000,000 TOTAL PREMIUM $674.93 SCHEDULE OF UNDERLYING INSURANCE Description Limits (or Amounts) of Insurance Now Carried Bodily Injury Property Damage Combined Single Limit (a) Motor Vehicle Liability $300,000/$500,000 $100,000 (b) Watercraft Liability (c) Comprehensive Personal Liability (or the Liability Section of a Homeowners Policy) $300,000 Form and Endorsement(s) made part of this policy at time of issue: Endorsements: Added - NONE Remain in Effect: ESA-CA (12-07), PU-CA (05-20), PU-2011 (04-11), PU-QR CIC (02-05), PU 1900-3 (09-96) , UMB-MLD (12-02) Informational Forms - PU320CA (10-16), UMBCANIP (01-14), UMBUL (11-19) CIC 00484 53 06 71U SUPPDECU (07-09)89854-0709 Page 1 of 1 PERSONAL UMBRELLA POLICY Supplemental Declarations Effective: From 11/14/2024 to 11/14/2025 (12:01 a.m. standard time at Umbrella Base Location) Your Umbrella premium is based in part on the following. The limits shown below represent the lowest policy limits carried. Please contact us if any changes are needed. DESCRIPTION OF KNOWN EXPOSURES Motor Vehicles (Includes Private Passenger and Miscellaneous Vehicles): Lowest Coverage Limit(s):$300,000/$500,000/$100,000 2003 FORD F-150 2018 FORD EXPL 4D XLT 2019 MINI COOPER Properties/Residences: Lowest Coverage Limit:$300,000 138 Kaulana St, Hilo, Hawaii, HI 96720 3501 Coyote Cyn, Soquel, Santa Cruz, CA 95073 CIC 00484 53 06 71U 131498-1016 PU320CA (10-16)Page 1 of 1 COMPLAINT NOTICE Should any dispute arise about your premium or about a claim that you have filed, write or call us.The information shown below applies to the company displayed on the declaration page. usaa.com 9800 Fredericksburg Rd. San Antonio,Texas 78288 800-531-USAA (8722) The Department of Insurance should only be contacted if the problem cannot be resolved.You may write or call the Department of Insurance at: www.insurance.ca.gov California Department of Insurance Consumer Services Division 300 S.Spring Street Los Angeles,California 90013 800-927-HELP (4357) CIC 00484 53 06 71U 9800 Fredericksburg Road San Antonio, Texas 78288 92859-0114 UMBCANIP (01-14)Page 1 of 3 NOTICE OF INFORMATION PRACTICES This notice describes the information practices of the: •United Services Automobile Association, •USAA Casualty Insurance Company, •USAA General Indemnity Company, and •Garrison Property and Casualty Insurance Company. These practices relate to the information we have about you. You may have also received our "Privacy Promise." However, the laws in your state require that we give you this notice. Any other notice does not limit your rights in this notice. COLLECTION OF INFORMATION We collect information about you, and the individuals you add on your policy, from various sources. This data may be gathered from you and other sources by telephone, in person, electronically, or by mail. Some examples are shown below: •Information you provide on applications and other forms,such as name,address,and date of birth. •Information about your transactions with us, or with other companies. This means, for example, a request for a new policy, a policy change, or a billing transaction. •Information from consumer reporting agencies, such as a motor vehicle report. •Data from research firms and other data providers. •Information gathered during the process of handling insurance claims, including health information. •Information from government agencies, such as accident or theft reports. SHARING OF INFORMATION AS PERMITTED BY LAW We may need to share some information about our current or former customers outside of USAA to properly manage our business. This includes sharing to efficiently service your accounts, to comply with laws, and for other routine business practices. For example, we may share such information with: •You, when handling your insurance transactions. •Our affiliates. •Businesses that provide information to us or assist us in settling claims. This may involve other insurers, medical care institutions or professionals, or repair shops. •Regulatory, law enforcement, or other government agencies. •Those who provide a business service or help us with an insurance function, such as printers, mail houses, appraisers, or insurance support organizations. •Those who assist us in detecting or preventing criminal activity, fraud, material misrepresentation, or material nondisclosure in connection with an insurance transaction. •Those who serve us with a facially valid administrative or judicial order, including a search warrant or subpoena. •Those who conduct actuarial or research studies. IMPORTANT PRIVACY CHOICES USAA provides two privacy opt out choices: (1) limit the information USAA uses for marketing and (2) limit the flow of information within USAA. You may opt out online by updating your Privacy Preferences at usaa.com/optout, or by calling us at (800) 531-7154. Opting out will make it difficult for us to serve you as you might expect. If you opt out: CIC 00484 53 06 71U UMBCANIP (01-14)Page 2 of 3 •We may need you to repeat information that you have already provided and we may not be able to pre-fill applications for you. •We may have to transfer your phone calls more often. •We may not have information that allows us to offer you the products that best meet your needs. AUTHORIZATION TO SHARE We honor any additional rights you may have under state laws. By not opting out, you authorize us to use and share your information within USAA. SECURITY AND CONFIDENTIALITY PRACTICES USAA protects the information we collect. Access to this information is limited to those persons who must have it to do their jobs. We also have: •Physical security at our buildings. •Password protected databases and virus/intrusion detection software. •Privacy compliance audits. INFORMATION FOR INTERNET USERS USAA uses Internet cookies and related technology for your security, to manage our site and to provide more relevant offers. Visit our Security Center at USAA.COM to learn more. USAA collects personal information on USAA websites, web pages and “apps”, as well as public information posted on social media, for site management, security, business and marketing purposes.Examples of information we may collect include: previous URL you visited, transaction information you submit, and clicks on USAA ads and related pages. REVIEWING AND CORRECTING PERSONAL INFORMATION You may review our files of personal information about you. You may do this in person or request a copy. We are not required to provide information that relates to any claim, whether paid or not, or when the possibility of a lawsuit reasonably exists. The review request must: •Be in writing. •Specify the type of personal information you wish to review. •Include your name, address, and policy number. •Be mailed to: USAA, 9800 Fredericksburg Road, San Antonio, Texas 78288-0342 After we receive your request, we will: •Inform you of the nature of the information we have. •Confirm if the data you are requesting is available. •Advise you of processing and copy fees. These fees are due before we provide any copies you request. If you request medical information supplied by a medical care institution or professional, we will release the information to you and tell you the source of the information. If you direct us, we will release copies of this information to the licensed medical professional you designate. Mental health information may be supplied to you only with the approval of a qualified professional with treatment responsibility for the condition to which the information relates. You may also request that we correct, amend, or delete incorrect personal information we have about you. This request must: •Be made to us in writing. •Be made separate from a review request. •Explain what you believe is incorrect and why. CIC 00484 53 06 71U UMBCANIP (01-14)Page 3 of 3 •Be mailed to the address given above. INSURANCE SUPPORT ORGANIZATIONS AND THE INFORMATION RETAINED Insurance support organizations may keep information they give us. These firms may share that information with other persons as permitted by law. Talk to a Licensed Expert 1-844-472-0967 Mon-Fri, 7AM-9PM EST Proud to be part of Warren Buffett's Berkshire Hathaway Company biBERK.com, P.O. Box 113247 Stamford, CT 06911 -3247 1-844-472-0967 Coverages: Professional Liability (E&O) Policy Number: N9PL421986 Professional Liability (E&O) Policy End Date: 02/14/2026 Professional Liability (E&O) Yearly: $328 Payment in 1 Year: $328.00 Franklin Frawley Think Tank LLC Welcome to biBERK! Thank you for providing biBERK the opportunity to provide you with Professional Liability (E&O) insurance. Our mission is to protect your business so you have the peace of mind to do what you do best. The details of your plan are below along with some helpful resources. Download a Certificate of Insurance (COI) or Report a Claim Report a Claim Make your insurance payment online quickly and efficiently, and then scratch that item off your task list. Simply go to the link, https://www.biberk.com/policyholders/claims and enter in your policy number, contact details, and information about the incident. Get a Certificate (COI) Getting a certificate of insurance is easy with biBERK. Request a certificate online at https://www.biberk.com/policyholders/certificate/create and we will send you an email with your certificate of insurance. Frequently Asked Questions We want you to make well-informed decisions about your insurance needs. Learn from answers to the questions most frequently asked by business owners on our FAQs page at, https://www.biberk.com/policyholders/resources/faqs. Policy Start Date: 02/14/2025 Questions? Your team is here to help. 1-844-472-0967 Mon-Fri, 7AM-9PM EST Issue Dated: 02/13/2025 MISCELLANEOUS PROFESSIONAL LIABILITY Policy Number: N9PL421986 Renewal of: NEW Carrier: National Liability & Fire Insurance Company ‒ A Stock Company MPL DEC 10 22 Berkshire Hathaway Insurers of biBERK PO Box 113247 • Stamford, CT 06911-3247 • www.biBERK.com Telephone: 844-472-0967 • Customer Service Hotline: 844-472-0967 Page 1 of 2 THIS IS A CLAIMS MADE POLICY. CLAIM EXPENSE IS INCLUDED IN THE LIMIT OF INSURANCE AND RETENTION. THE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES SHALL BE REDUCED AND MAY BE TOTALLY EXHAUSTED BY AMOUNTS INCURRED AS CLAIM EXPENSE. PLEASE READ THE ENTIRE POLICY CAREFULLY. DECLARATIONS [1] Named Insured and Mailing Address Agency Franklin Frawley Think Tank LLC 4768 Soquel Dr Unit 281 Soquel, CA 95073 Additional Insured Names BIBERK P.O. Box 113247 Stamford, CT 06911 [2] Policy Period From 02/14/2025 to 02/14/2026 12:01 AM standard time at the Mailing Address of the Named Insured. [3] Retroactive Date Jan 3 2025 12:01AM [4] Schedule of Insured Services Strategy Consulting [5] Limits of Insurance $2,000,000 Each Wrongful Act $2,000,000 Total Limit of Insurance [6] Retention $1,000 Each Wrongful Act ________________________________________________________________________________________________ [7] Annual Exposure $50,000 Exposure Basis: Per $1000 Revenue Net Annual Rate 2.9200 Net Variable Premium $146.00 Expense Constant $182.00 Minimum Expense Constant $-70.00 Net Premium $328.00 State Surcharge/Tax $N/A _______________________________________________________________________________________________ MPL DEC 10 22 Berkshire Hathaway Insurers of biBERK PO Box 113247 • Stamford, CT 06911-3247 • www.biBERK.com Telephone: 844-472-0967 • Customer Service Hotline: 844-472-0967 Page 2 of 2 [8] Short Rate Cancellation Penalty: 10.0% [9] Forms Attached at Issuance IL 99 00 08 13 – Authorization and Attestation IL P 001 01 04 – Sanctions Exclusion MPL 00 00 12 23 – Miscellaneous Professional Liability Coverage Form MPL 00 120 11 15 – Anti-Stacking MPL 00 14 11 15 – Independent Contractors - Persons Insured Change MPL 00 43 11 15 – Consultants Change MPL 00 58 12 18 – Extended Reporting Period Option MPL 00 90 11 15 – Exclusion of Owned Property Change MPL 04 01 11 15 – California Changes MPL DEC 10 22 – Miscellaneous Professional Liability Declarations PLWLC 10 22 – PL Policy Declarations Welcome Page _________________________________________________________________________________________________________________________________________ By acceptance of this policy, the Insured agrees that the statements in the Declarations and the Application and any attachments hereto are the Insured’s agreements and representations and that this policy embodies all the agree- ments existing between the Insured and the Company or any of its representatives relating to this insurance. _________________________________________________________________________________________________________________________________________ THIS ENDORSEMENT AUTHORIZES THE POLICY. IL 99 00 08 13 Page 1 of 1 AUTHORIZATION AND ATTESTATION IL 99 00 08 13 AUTHORIZATION AND ATTESTATION This endorsement authorizes the insurance contract between you and the insurance company subsidiary listed on the DECLARATIONS PAGE of your insurance policy. In Witness Whereof, this page executes and fully attests to this policy. If required by state law, the policy shall not be valid unless countersigned by our authorized representatives. Authorizing signatures J. Michael Gottschalk Secretary Donald F. Wurster President IL P 001 01 04 IL P 001 01 04 © ISO Properties, Inc.,2004 Page 1 of 1 No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: Foreign agents; Front organizations; Terrorists; Terrorist organizations; and Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treas- ury's web site – http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. MISCELLANEOUS PROFESSIONAL LIABILITY MPL 00 00 12 23 MPL 00 00 12 23 Page 1 of 14 MISCELLANEOUS PROFESSIONAL LIABILITY INSURANCE POLICY CLAIM EXPENSE IS INCLUDED IN THE POLICY LIMIT AND THE RETENTION. ALL WORDS OR PHRASES, OTHER THAN CAPTIONS, PRINTED IN BOLD FACE ARE DEFINED IN THE POLICY. VARIOUS PROVISIONS IN THIS POLICY RESTRICT COVERAGE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES AND WHAT IS AND IS NOT INSURED. CLAIMS MADE POLICY: THIS INSURANCE COVERAGE IS ON A CLAIMS MADE BASIS. COVERAGE APPLIES ONLY TO THOSE CLAIMS THAT ARE FIRST MADE DURING THE POLICY PERIOD AND ANY EXTENDED REPORTING PERIOD, IF APPLICABLE, AS THOSE TERMS ARE DESCRIBED IN THIS POLICY. COVERAGE DOES NOT APPLY TO ANY WRONGFUL ACT COMMITTED BEFORE THE RETROACTIVE DATE STATED IN THIS POLICY. SECTION I – INSURING AGREEMENTS A. Coverage 1. The Company will pay on the Insured’s behalf those sums, in excess of the Reten- tion and within the applicable Limit of Insur- ance, that the Insured becomes legally obli- gated to pay as Damages or Claim Expense because of Claims first made dur- ing the Policy Period or Extended Report- ing Period (if applicable) as a result of Wrongful Acts committed in the perfor- mance of Insured Services. 2. For the purposes of this policy of insurance, “Wrongful Act” shall mean the following conduct or alleged conduct by an Insured, or any person or organization for whom an Insured is legally liable: a. A negligent act, error or omission; b. Any form of defamation or other tort re- lated to disparagement or harm to the character, reputation or feelings of any person or organization, including libel, slander, product disparagement, trade libel, infliction of emotional distress, ma- licious falsehood, outrage or outrageous conduct; c. Any form of invasion, infringement or in- terference with rights of privacy or pub- licity, including false light, public disclo- sure of private facts, intrusion, breach of confidence, and commercial appropria- tion of name or likeness; d. Wrongful entry or eviction, trespass, eavesdropping or other invasion of the right of private occupancy; e. False arrest, detention or imprisonment; or f. Malicious prosecution. All Wrongful Acts that take place between the Retroactive Date and the end of the Policy Period of the last policy the Compa- ny issued to the Insured and are related by common facts, circumstances, transactions, events and/or decisions will be treated as one Wrongful Act. B. Defense and Settlement of a Claim The Company will have the right and duty to appoint an attorney and defend a covered Claim, even if the allegations are groundless, false or fraudulent. However: 1. The Company may, at the Company’s dis- cretion, investigate and settle a covered Claim. MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 2 of 14 2. No offer to settle any Claim will be made or accepted by the Insured without prior writ- ten agreement by the Company. Notwith- standing the foregoing, it is understood that the Insured may settle any Claim for which the total cost of Damages and Claim Ex- pense associated therewith is less than the amount of the remaining Retention. 3. If the Company is willing to accept the judgment of the trial or appellate court or any negotiated settlement or settlement offer and the Insured is not willing to accept such judgment or settlement, the Company’s lia- bility for any Claim Expense and/or Dam- ages incurred after the Company indicated its willingness to accept such judgment or settlement shall be limited to the amount for which the Company could have resolved the Claim plus an additional fifty percent (50%) of that amount. Nothing in this provi- sion will cause the Company’s liability to exceed the applicable Limits of Insurance set forth on the Declarations Page. 4. The Company’s right and duty to defend and pay on the Insured’s behalf ends when the Company has used up the applicable Limit of Insurance in payment of Damages or Claim Expense, or has met its payment obligations in connection with a Claim sub- ject to Section I.B.3. Nothing in this SECTION I – INSURING AGREEMENT, Section B. Defense and Inves- tigation will relieve the Insured from any notice or cooperation requirements contained in the GENERAL CONDITIONS section or any other part of this policy. C. Spousal Coverage If a Claim made against an Individual Insured includes a Claim against that Individual In- sured’s lawful spouse solely by reason of: 1. Such spouse's status as the Individual In- sured’s spouse, or 2. Such spouse's ownership interest in proper- ty from which the claimant seeks recovery for the Individual Insured’s Wrongful Acts, all Claim Expense and Damages which such spouse becomes legally obligated to pay on ac- count of such Claim shall be treated for purpos- es of this policy as Claim Expense and Dam- ages which the Individual Insured is legally ob- ligated to pay on account of the Claim made against the Individual Insured. Such Claim Expense and Damages shall be covered under this policy only if and to the extent that such Claim Expense and Damages would be cov- ered under this policy if incurred by the Individ- ual Insured. The coverage extension afforded by this subsection does not apply to any Claim alleging any Wrongful Act or omission by the Individual Insured’s spouse. The term "spouse" as used in this section shall include any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law in the United States of America. SECTION II – LIMITS OF INSURANCE, RETENTION AND REIMBURSEMENT A. Limits of Insurance 1. Each Wrongful Act The Each Wrongful Act Limit of Insurance stated in Item 5.a. on the Declarations Page is the most the Company will pay for Dam- ages and Claim Expense combined for the total of all Claims made during the Policy Period and any Extended Reporting Period arising from one Wrongful Act, no matter how many: a. Insureds this policy covers; b. Claims are made; or c. Persons or organizations make Claims. 2. Total Limit of Insurance The Total Limit of Insurance stated in Item 5.b. on the Declarations Page is the most the Company will pay for Damages and Claim Expense combined for the total of all Claims made during the Policy Period and any Extended Reporting Period, no matter how many: a. Insureds this policy covers; b. Claims are made; c. Persons or organizations make Claims; or MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 3 of 14 d. Wrongful Acts are committed. 3. Sub-Limits a. Disciplinary Proceedings Claim Ex- pense The most the Company will pay for all Claim Expense incurred in connection with Disciplinary Proceedings com- menced during the Policy Period and any applicable Extended Reporting Pe- riod shall be $10,000, no matter how many: (1) Insureds this policy covers; (2) Disciplinary Proceedings are commenced; (3) Persons, organizations, or authori- ties institute Disciplinary Proceed- ings; or (4) Wrongful Acts are committed. b. Insured’s Claim Attendance Expense If the Insured is requested by the Com- pany to attend hearings, depositions and trials in connection with the defense of a covered Claim, the most the Com- pany shall pay for the Insured’s Claim Attendance Expense incurred as a di- rect result of such attendance, after any applicable Retention is satisfied, will be the lesser of: the Insured’s actual Claim Attendance Expense, or $500 per day. In any event, the Company’s total payment for all such Claim At- tendance Expense shall not exceed $10,000 for each Policy Period, no matter how many: (1) Insureds this policy covers; (2) Claims are made; (3) Persons or organizations make Claims; (4) Trials, depositions, hearings or re- lated appearances the Insured at- tends; or (5) Wrongful Acts are committed. c. Subpoena Assistance In the event the Insured receives a subpoena for documents or testimony during the policy period arising out of le- gal services rendered and the Insured requests the Company’s assistance in responding to the subpoena, the In- sured must provide the Company with a copy of the subpoena and the Com- pany will appoint an attorney to provide advice regarding the production of doc- uments, to prepare the Insured for sworn testimony, and to represent the Insured at the deposition(s), provided that: 1. the subpoena arises out of a lawsuit to which the Insured is not a party; and 2. the Insured has not been engaged to provide advice or testimony in con- nection with the lawsuit, nor has the Insured provided such advice or testimony in the past. The Company’s total payment for all such Subpoena Assistance shall not exceed $15,000 for each Policy Period, no matter how many: (1) Insureds this policy covers; (2) Claims are made; (4) Number of subpoenas received; or (5) Wrongful Acts are committed. d. These sub-limits, and any other sub-limit which may be stated in any endorse- ment to this policy, shall be part of, and not in addition to, the Total Limit of In- surance stated in Item 5.b. of the Decla- rations. Payment for Claim Expense or Damages to which a sub-limit applies will reduce the Total Limit of Insurance available to pay Claims covered under this policy. e. If more than one sub-limited coverage applies to a Claim covered under this policy, the Company shall not be obli- gated to pay more than the largest ap- plicable sub-limit for all Claim Expense MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 4 of 14 and Damages in connection with such Claim. B. Retention The Company shall be liable for only that part of Damages and Claim Expense covered under this policy which is excess of the Wrongful Act Retention as described below and in the amount set forth in Item 6. Of the Declarations. Such Retention shall be borne by the Insureds uninsured and at their own risk. With respect to Claims for Wrongful Acts, the Retention set forth in Item 6. Of the Declara- tions shall apply to each Wrongful Act covered by this policy. All Wrongful Acts that involve the same or related subject, person, class of person or have common facts or circumstances or in- volve common transactions, events or decisions, regardless of the number of repetitions, altera- tions, actions, or forms of communication will be treated as one Wrongful Act for the purposes of applying the Retention. The Retention applies to Damages and Claim Expense combined. The Retention shall not apply to Claim Ex- pense incurred in connection with Disciplinary Proceedings. The Retention shall not apply to Claim Expense incurred in connection with Subpoena Assistance. If more than one Retention applies to a Claim covered under this policy, the Insured’s Reten- tion obligation shall not exceed the largest ap- plicable Retention in connection with such Claim. The Limit of Insurance shall not be reduced by the application of the Retention. All other rights, duties and obligations under the policy shall re- main the same regardless of whether or not the Retention has been satisfied, including, but not limited to, the Company’s right and duty to in- vestigate, defend and settle Claims and the In- sured’s notice and cooperation duties set forth in this policy. C. Reimbursement If, at the Company’s option, the Company has paid any amounts for Damages or Claim Ex- pense in excess of the applicable Limit of Insur- ance, including any amounts paid in excess of the Company’s obligation to pay Damages and Claim Expense pursuant to SECTION I – INSURING AGREEMENT, Section B. Defense and Investigation, Paragraph 3. Of this policy, or if the Company has paid part or all of any Re- tention, the Insured shall reimburse the Com- pany for such amounts upon demand. The Company will have the right to seek recov- ery from any Insured of any Claim Expense or Damages paid by the Company as a result of any portion of a Claim that is not covered by this policy. SECTION III – EXCLUSIONS A. The Company is not obligated to pay Damages or Claim Expense or defend Claims for or aris- ing directly or indirectly out of: 1. Bodily Injury or Property Damage. 2. An act or omission that is dishonest, fraudu- lent, criminal, malicious or was intentionally committed while knowing it was wrongful, as evidenced by any judgment, final adjudica- tion, alternate dispute resolution proceeding or written admission by the Insured. This exclusion does not apply to any Individual Insured that did not commit, acquiesce or participate in the actions that gave rise to the Claim. Pursuant to SECTION II – LIMITS OF INSURANCE, RETENTION AND REIMBURSEMENT, Section C. of this policy, the Company shall have a right to re- imbursement of any Damages or Claim Ex- pense paid by the Company as a result of a Claim to which this exclusion applies. 3. Infringement, misappropriation or theft of: a. Copyright; b. Trademark, trade dress, trade name, service mark, service name, title or slo- gan; c. Patent; or d. Trade secrets. 4. Unfair competition, restraint of trade or any other violation of antitrust laws. 5. Harassment, misconduct or discrimination because of or relating to: a. Race, creed, color or age; b. Sex, sexual preference, national origin or religion; or MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 5 of 14 c. Handicap, disability or marital status, but only if the harassment, misconduct or discrimination was knowingly committed, as evidenced by any judgment, final adjudica- tion, alternate dispute resolution proceeding or written admission by the Insured. Pursu- ant to SECTION II – LIMITS OF INSURANCE, RETENTION AND REIMBURSEMENT, Section C. of this poli- cy, the Company shall have a right to reim- bursement of any Damages or Claim Ex- pense paid by the Company as a result of a Claim to which this exclusion applies. 6. Gain, profit or advantage to which any In- sured is not legally entitled, as evidenced by any judgment, final adjudication, alternate dispute resolution proceeding or written ad- mission by the Insured. Pursuant to SECTION II – LIMITS OF INSURANCE, RETENTION AND REIMBURSEMENT, Section C. of this policy, the Company shall have a right to reimbursement of any Dam- ages or Claim Expense paid by the Com- pany as a result of a Claim to which this ex- clusion applies. 7. Violation of any provisions of the Employee Retirement Income Security Act of 1974 (the “Act”) or: a. Any amendment to the Act; or b. Any regulations, rulings or orders issued pursuant to the Act. 8. Violation of the Securities Act of 1933 as amended, The Securities Exchange Act of 1934 as amended, the Investment Advisers Act of 1940, any state blue sky or securities law, any similar state or federal law, or any order, ruling or regulation issued pursuant to the above laws. 9. The actual or threatened discharge, disper- sal or release of any Pollutant; or the crea- tion of an injurious condition involving any Pollutant; or the existence of any Pollutant on any property; or the clean up, removal, testing, monitoring, containment, treatment, detoxification or neutralization of any Pollu- tant. This exclusion shall apply whether or not the pollution was sudden, accidental, gradual, intended, expected or preventable or whether or not any Insured caused or contributed to the pollution. 10. The performance of services which can only be performed by a: a. Architect or licensed engineer; b. Attorney; c. Certified public accountant; d. Medical practitioner or other health care provider, including, but not limited to, physicians or nurses, and including any Claims arising directly or indirectly out of medical malpractice, including the giving or receiving of professionally qualified medical opinions, or the admin- istration of or failure to administer or summon medical care or first aid; e. Actuary; f. Licensed insurance agent or broker; g. Certified financial planner; or h. Securities or investment advisor or bro- ker/dealer. i. Licensed title agent or certified title ab- stractor 11. Malfunction or defect of any hardware, equipment or component. This exclusion does not apply when the malfunction or de- fect is solely the result of any Insured’s Wrongful Act in performing Insured Ser- vices. 12. Electrical or mechanical failure, including power interruption, surge, spike, brownout or blackout, and outages to gas, water, tele- phone, cable, satellite, telecommunications or other infrastructure; except this exclusion does not apply when the failure is solely the result of the Insured’s Wrongful Act in per- forming Insured Services. 13. Gathering, acquisition or obtaining of infor- mation about Internet users in any manner, including but not limited to, placement and/or use of spyware or adware. 14. Unsolicited faxes, unsolicited electronic mail, unsolicited telephone calls or other unsolic- ited electronic communications. This exclu- sion shall include alleged violations of state, MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 6 of 14 local or federal law, including non-U.S. laws, any amendment to such laws, or violation of any order, ruling or regulation issued pursu- ant to such laws that regulate such commu- nication. 15. Actions, decisions, orders or proceedings by the Federal Trade Commission, Federal Communications Commission or any other federal, state or local governmental regula- tory agency, except for Disciplinary Pro- ceedings. 16. Unauthorized access to, unauthorized use of, or unauthorized alteration of any com- puter or system, hardware, software, pro- gram, network, data, database, communica- tion network or service, including the introduction of malicious code or virus, or repetitively accessing a website under the control of an Insured with the intent to deny others access to such website or with the in- tent to cause such website’s functionality to fail, including what is commonly referred to as denial of service attacks. 17. Advertising by the Insured, including inac- curate, inadequate or incomplete description of the price of the Insured’s goods, prod- ucts or services, or the failure of the In- sured’s goods, products or services to con- form with any represented quality or performance contained in Advertising by the Insured. 18. Performance or failure to perform otherwise covered Insured Services without a valid and active license, certification, accredita- tion, or designation if required by federal, state, or local statutory laws to perform such Insured Services 19. Obligations under any Workers’ Compensa- tion, Unemployment Compensation, Em- ployers Liability or Disability Benefit Law, in- cluding any similar provisions of any federal, state or local statutory or common law. 20. Failure to protect any non-public, personally identifiable information in the Insured’s care, custody or control. 21. Violation of or noncompliance with any law or regulation governing or pertaining to gambling, gaming, lotteries or games of chance and any other act associated with any such violation or noncompliance 22. Theft, misappropriation, commingling or conversion of any funds, monies, assets, or property. 23. Investment advice including guarantees about the future performance or value of in- vestments, rates of return, interest, or tax consequences B. The Company is not obligated to pay Damages or Claim Expense or defend Claims made by: 1. Any enterprise that is a parent, affiliate or partner of any Insured; 2. Any enterprise directly or indirectly con- trolled, operated or managed by the Insured or an enterprise described in SECTION III – EXCLUSIONS, Section B., Paragraph 1 above; 3. Any Insured; 4. Any present, former or prospective employ- ees, officers, directors of any Insured when the Claim is in any way related to the pre- sent, former or prospective employment re- lations between the claimant and any In- sured; or 5. Any regulatory authority, or any federal, state or local governmental agency; except this exclusion does not apply to a Claim brought by any of these entities if such entity is also a client, and the Claim arises from actual or alleged Wrongful Acts in the In- sured’s performance of Insured Services for or on behalf of such agency or entity. C. The Company is not obligated to pay Damages or Claim Expense or defend Claims for the breach of express warranties, guarantees or contracts; provided, however, with respect to al- legations of breach of contract this exclusion shall not apply to any liability that would have at- tached in the absence of such contract nor to coverage for Claims for actual or alleged negli- gent performance of Insured Services. D. The Company is not obligated to pay Damages or Claim Expense or defend Claims based up- MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 7 of 14 on, arising out of, directly or indirectly resulting from, in consequence of or in any way involving: 1. Any fact, circumstance, transaction, event or Wrongful Act that: a. before the First Inception Date was the subject of any notice of claim or loss, or notice of potential claim or potential loss, given under any other policy of in- surance; or b. which, as of the First Inception Date any Insured had knowledge and that was reasonably likely to give rise to a Claim that would fall within the scope of the insurance afforded by this policy; or c. any other Wrongful Act whenever oc- curring, which together with a Wrongful Act described in a. or b. above, consti- tute one Wrongful Act as defined in this policy; 2. Any demand, suit or other proceeding pend- ing, or order, decree or judgment entered: a. against any Insured on or prior to the First Inception Date or any Wrongful Act, fact, circumstance or situation un- derlying or alleged therein; or b. any other Wrongful Act whenever oc- curring, which, together with a Wrongful Act described in a. above, constitute one Wrongful Act as defined in this pol- icy. SECTION IV – WHERE AND WHEN THE COMPANY INSURES A. Where The Company Insures Coverage under this policy applies to Wrongful Acts committed anywhere and to Claims made in the jurisdiction of the United States of America (including its territories and possessions), Puerto Rico and Canada. If Damages or Claim Ex- pense are paid in a currency other than United States of America dollars, then the payment un- der this policy will be considered to have been made in United States dollars at the conversion rate published in The Wall Street Journal at the time of the payment. B. When The Company Insures 1. Claims First Made This insurance applies when a Claim is first made against any Insured during the Policy Period. To be covered, the Claim must also arise from a Wrongful Act committed during the Policy Period, except as otherwise pro- vided below in SECTION – IV, Section B. When The Company Insures, Paragraphs 2 and 3. The Company will consider a Claim to be first made against an Insured when a written Claim is first received by any Insured. This insurance also applies to Claims under the following conditions: 2. Prior Wrongful Acts This policy will apply to a Claim first made against any Insured arising from a Wrong- ful Act committed between the Retroactive Date and the Inception Date of the policy, but only if all of the following conditions are met: a. The Claim is first made against any In- sured during the Policy Period. The Company will consider a Claim to be first made against the Insured when a Claim is received by any Insured; b. No Insured knew, prior to the First In- ception Date, of a circumstance that could reasonably be expected to lead to the Claim; and c. There is no other valid and collectible insurance applicable to the Claim. 3. Reported Wrongful Acts This policy will apply to a Claim first made against any Insured after the end of the Policy Period, but only if all of the following conditions are met: a. The Wrongful Act giving rise to the Claim is committed between the Retro- active Date and the end of the Policy Period; b. Prior to the First Inception Date, no In- sured knew of the Wrongful Act, al- leged Wrongful Act or circumstance that could reasonably be expected to lead to the Claim; MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 8 of 14 c. The Company receives written notice from the Insured during the Policy Pe- riod of the Wrongful Act. The notice must include all of the following infor- mation: (1) The names of those persons or or- ganizations involved in the Wrong- ful Act; (2) The specific person or organization likely to make the Claim; (3) A description of the time, place and nature of the Wrongful Act; and (4) A description of the potential Dam- ages; and d. There is no other valid and collectible insurance applicable to the Claim. The provisions of the policy in effect on the date the Company receives the notice of the Wrongful Act under this paragraph 3. will apply to any resulting Claim. 4. Extended Reporting Period If the Insured did not report Wrongful Acts during the Policy Period as described in SECTION – IV, Section B. When The Company Insures, Paragraph 3 above, and Claims arising from such Wrongful Acts are first made after the end of the Pol- icy Period, such Claims are not covered under this policy unless the First Named Insured purchases an Extended Reporting Period from the Company. a. If the First Named Insured purchases an Extended Reporting Period, the Company will cover a Claim first made against any Insured after the end of the Policy Period but during the Extended Reporting Period, only if all of the follow- ing conditions are met: (1) The Wrongful Act giving rise to such Claim is committed between the Retroactive Date and the end of the Policy Period; (2) No Insured knew prior to the First Inception Date of a circumstance that could reasonably be expected to lead to the Claim; and (3) There is no other valid or collectible insurance applicable to the Claim. The Company will consider a Claim to be made during the Extended Reporting Period only if the Claim is first received by any Insured after the Expiration Date of the Policy Period and prior to the Expiration Date stated in the Extended Reporting Period Endorsement. b. The following provisions and conditions also apply to the Extended Reporting Period: (1) If there is a Termination of Cover- age and upon request by the Named Insured, the Company will sell one of the Extended Reporting Period options listed on the Extend- ed Reporting Period Option En- dorsement. Where a claims-made relationship between the Insured and the Company has continued for less than one year the Company is not required to sell an Extended Reporting Period for Termination of Coverage for nonpayment of pre- mium or fraud. (2) The Company must receive the First Named Insured’s request for the Extended Reporting Period in writing within the later of: a) sixty (60) days after the end of the Policy Period, or b) thirty (30) days from the date of mailing or delivery of the advice informing the in- sured of an Extended Re- porting Period option. This advice does not apply upon cancellation due to non- payment of premium or fraud on the part of the In- sured. On receipt and acceptance of the request, the Company will issue an endorsement showing the Extended Reporting Period in accordance with the option requested by the First Named Insured. At the same time, the Company will bill the additional premium, and the Company must receive payment within thirty (30) MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 9 of 14 days after the billing date for the en- dorsement to be effective. (3) The endorsement shall also include the provisions and conditions appli- cable to the Extended Reporting Pe- riod. Once in effect, the Extended Reporting Period may not be can- celed. (4) A Claim that is first made during the Extended Reporting Period will be deemed to have been made on the last day of the Policy Period. The provisions of the policy in effect on the last day of the Policy Period will apply. (5) The Extended Reporting Period does not extend the Policy Period or change the scope of coverage provided. (6) If a corporation, partnership or other entity has been placed in liquidation or bankruptcy or permanently ceas- es operations and the entity or its designated trustee does not pur- chase extended reporting period coverage then any person covered under the policy may request the ex- tended reporting period coverage within 120 days of the termination of coverage 5. Multiple Claims All Claims arising from the same Wrongful Act will be deemed to have been made on the earlier of the following times: a. The date the first of those Claims is made against any Insured; or b. The first date the Company receives the Insured’s written notice of the Wrongful Act. The provisions of the policy in effect on that date will apply. SECTION V – DEFINITIONS A. “Advertising by the Insured” means advertis- ing, publicity or promotion of any kind of the In- sured’s products and services. B. “Application” means all of the following: 1. The Insured’s Miscellaneous Professional Liability insurance policy application, and, if this policy is a renewal of a policy issued by the Company, the Insured’s Miscellaneous Professional Liability insurance renewal ap- plication, including all applications and re- newal applications submitted for such poli- cies; 2. Other companies’ insurance policy applica- tions, if accepted by the Company; and 3. All attachments to the Application or re- newal Application and any other infor- mation furnished to the Company for the purpose of applying for the insurance. All such attachments and information will be kept on file by the Company, deemed at- tached to the policy as if physically attached to it and shall become incorporated in and constitute a part of this policy. C. "Bodily Injury" means physical injury to the body, or sickness or disease sustained by a per- son, including death resulting therefrom. Bodily Injury also means mental injury or men- tal anguish, including emotional distress, shock or fright, if resulting from injury to the body, sick- ness, disease or death of any person. However, Bodily Injury does not include such mental inju- ry or mental anguish if directly resulting from a covered Wrongful Act arising out of the perfor- mance or failure to perform Insured Services. D. “Claim” means a written demand or written assertion of a legal right made against any In- sured seeking Damages or non-monetary relief, including arbitration proceedings and Discipli- nary Proceedings, including any appeal there- from. E. “Claim Attendance Expense” means the In- sured’s actual loss of earnings and reasonable expenses incurred directly in order for the In- sured to attend hearings, depositions and trials at the request of the Company in connection with the defense of a covered Claim. F. "Claim Expense" means expenses incurred by the Company or by the Insured with the Com- pany’s consent in the investigation, adjustment, negotiation, arbitration, mediation and defense of covered Claims, whether paid by the Com- pany or Insured with the Company’s consent. Claim Expense includes: MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 10 of 14 1. Attorneys fees; 2. Costs taxed against an Insured in any suit defended by the Company; 3. The cost of appeal bonds or bonds to re- lease attachments, but only for bond amounts within the applicable Limit of Insur- ance. The Company does not have to fur- nish these bonds; and 4. Reasonable expenses incurred by an In- sured at the Company’s request, exclud- ing: a. Loss of earnings (except to the extent covered as Claim Attendance Ex- pense); and b. Salaries or other compensation paid to any Insured. G. “Company" means the insurance company stated at the top of the Declarations Page. H. “Damages” means monetary judgment, award or settlement, including those that are actual, statutory, punitive, multiplied or exemplary, if permitted by law in an applicable jurisdiction; and legal expense or other costs included as part of a judgment, award or settlement. Dam- ages also includes interest on any part of any judgment that accrues after entry of the judg- ment and before the Company has paid, offered to pay or deposited in court the part of the judg- ment that is within the applicable Limit of Insur- ance. Damages does not include fines, penalties, taxes or return of fees, deposits, commissions or charges for goods or services. Damages also does not include costs of correct- ing, performing or re-performing Insured Ser- vices by: 1. Any Insured; or 2. Another party, when an Insured had the op- portunity to correct, perform or re-perform the service that generated the cost. In determining the insurability of punitive or ex- emplary damages, or the multiplied portion of any multiplied damage award, the law of the ju- risdiction most favorable to the insurability of those damages will control for purposes of re- solving any dispute between the Company and the Insureds, provided that such jurisdiction is: 1. Where the punitive, exemplary or multiplied damages were awarded or imposed; 2. Where the Wrongful Act giving rise to the Claim took place; 3. Where either the Company or any Insured is incorporated, has its principal place of business or resides; or 4. Where this policy was issued or became ef- fective. I. “Disciplinary Proceeding” means any action, investigation or request for information by a reg- ulatory or disciplinary official, board or agency authorized by law or administrative order to oversee, investigate or institute actions regard- ing the Insured’s professional misconduct in the performance of Insured Services. J. “First Inception Date” is the Inception Date of the earliest errors and omissions insurance poli- cy the Company issued to the First Named In- sured that provides similar coverage by the Company, provided that there has been uninter- rupted coverage by the Company for the First Named Insured from that earliest policy to this policy. K. The “First Named Insured” is the Named In- sured first listed on the Declarations Page. L. “Individual Insured” means, individually and collectively: 1. Any Named Insured that is an individual person; 2. Any Named Insured’s stockholders for their liability as stockholders; 3. Any Named Insured’s and Subsidiary’s partners, officers, directors and employees, but only with respect to their activities within the scope of their duties in such capacity in the performance of Insured Services by the Named Insured or any Subsidiary; and 4. Any Named Insured’s and Subsidiary’s former partners, officers, directors and em- ployees, but only with respect to their activi- ties within the scope of their duties in the capacity of the Named Insured’s partners, MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 11 of 14 officers, directors or employees in the per- formance of Insured Services by the Named Insured. In the event of death, incompetency, insolvency or bankruptcy of any Insured, the Insured’s le- gal representative shall be considered an “Indi- vidual Insured”, but only with respect to its ac- tivities within the scope of its duties in such capacity in the performance of Insured Ser- vices by a Named Insured. M. "Insured" means, individually and collectively: 1. A Named Insured; and 2. The Individual Insureds. N. "Insured Services" means those services per- formed for others as stated in Item 4. on the Declarations Page, or as otherwise stated by endorsement to this policy. O. "Named Insured" means the person or entity listed in Item 1. of the Declarations Page and its Subsidiaries. P. "Policy Period" means the period of time stated in Item 2. on the Declarations Page, or any shorter period resulting from policy cancellation. Q. "Pollutant" means any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to: 1. Smoke, vapor, soot, fumes, acids, alkalis, chemicals, lead, silica, mold or asbestos; 2. Hazardous, toxic or radioactive matter or nuclear radiation; 3. Waste, which includes material to be recy- cled, reconditioned or reclaimed; or 4. Any other pollutant as defined by applicable federal, state or local statutes, regulations, rulings or ordinances. R. "Property Damage” means: 1. Physical injury to tangible property, including all resulting loss of use of that property; or 2. Loss of use of tangible property that is not physically injured. S. "Retention" means the amount stated in Item 6. on the Declarations Page and described in Sec- tion II.B. of this policy. T. "Retroactive Date" means the date, if any, stated in Item 3. on the Declarations Page. U. “Subsidiary(ies)” means any entity in which, and so long as, a Named Insured, either direct- ly or indirectly: 1. Owns more than fifty (50) percent of the is- sued and outstanding voting equity securi- ties; or 2. Controls voting rights representing the pre- sent right to vote for election or to appoint more than fifty (50) percent of the directors or trustees; on or before the effective date of this policy, or after the effective date of this policy; provided that, with any respect to any entity that becomes a Subsidiary after the effective date of the poli- cy, and the entity’s gross revenues exceed ten percent (10%) of the Insured’s annual gross revenues at the Inception Date of the policy, the entity shall only be deemed a Subsidiary under this policy for a period of ninety (90) days from the date it became a Subsidiary. If the Insured gives written notice within ninety (90) days of the creation or acquisition of the Subsidiary, including the necessary underwrit- ing information the Company may require and pay any reasonable additional premium as the Company may require, then the Company will issue an endorsement including such entity in the definition of Subsidiary for the duration of the Policy Period. In all events there is no coverage for Wrongful Acts, Damages or Claim Expense relating to any activities of a Subsidiary, or Insured there- of, occurring prior to the time such entity be- came a Subsidiary. V. "Wrongful Act" means conduct or alleged con- duct by an Insured, or any person or organiza- tion for whom an Insured is legally liable, as de- scribed in Insuring Agreement Section I.A. of this policy or as amended by applicable en- dorsement(s) attached hereto. All Wrongful Acts that: MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 12 of 14 1. Take place between the Retroactive Date and the end of the Policy Period of the last policy the Company issued to the Insured and 2. Are related by common facts, circumstanc- es, transactions, events and/or decisions will be treated as one Wrongful Act. SECTION VI – GENERAL CONDITIONS A. Time of Inception; Policy Period This policy will begin at 12:01 A.M. on the Incep- tion Date shown in the Declarations. This policy will continue to apply until 12:01 A.M. on the Ex- piration Date also shown in the Declarations un- less terminated at an earlier date. B. Premium The First Named Insured will pay to the Com- pany the amount of premium stated in Item 7. of the Declarations. The premium may be adjusted at any time during the Policy Period or any ex- tensions of the Policy Period based upon changes in the provisions of this policy as may be agreed upon by the First Named Insured and the Company. C. Insured’s Duties in the Event of a Claim 1. If there is a Claim, the Insured must do the following after the Named Insured has knowledge of the Claim: a. Notify the Company in writing as soon as practicable. This notice must contain details that identify the Insured, the claimant and also reasonably obtainable information concerning the time, place and other details of the Wrongful Act and Claim. b. Immediately send the Company copies of all demands, notices, summonses or legal papers received in connection with the Claim; c. Authorize the Company to obtain rec- ords and other information; d. Cooperate with and assist the Compa- ny in the investigation, settlement or de- fense of the Claim; and e. Assist the Company, upon the Compa- ny’s request, in enforcing any rights of contribution or indemnity against anoth- er who may be liable to any Insured. 2. No Insured will, except at the Insured’s own cost, voluntarily make a payment, admit liability, assume any obligation or incur any expense without the Company’s prior writ- ten consent. 3. When this policy requires that an Insured provide notice of a Claim, we will consider the Insured to have knowledge of that Claim when any of the offices of the Named Insured’s chairperson of the board of direc- tors, president, chief executive officer, chief operating officer, chief financial officer, risk manager or in-house counsel has that knowledge. D. Bankruptcy The bankruptcy or insolvency of the Insured or Insured’s estate will not relieve the Company of the Company’s obligation under this insur- ance. However, this insurance will not apply to liability directly or indirectly due to such bank- ruptcy, insolvency, receivership or subsequent liquidation. E. Other Insurance If other valid and collectible insurance applies to a Claim covered under this policy, this insur- ance is excess over such other insurance, ex- cept when the other insurance is specifically ar- ranged by or on behalf of the Named Insured to apply in excess of this insurance, and no other insurance applies to the Claim. F. Subrogation and Recovery In the event of any payment under this policy, the Company will be subrogated to all the In- sured's rights of recovery therefore against any person or organization, and the Insured will ex- ecute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing to prejudice such rights. The Company will have no rights of subrogation against any Insured hereunder. Any recoveries shall be applied as follows: 1. First, to the Company up to the amount the Company has paid for Damages and Claim Expense. MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 13 of 14 2. Then, to the First Named Insured as re- covery of Retention amounts paid as Dam- ages and Claim Expense. G. Changes in Insured’s Operations This policy applies only to Insured Services as described in the Application. This policy will not apply to any other activities or entities unless, with the Company’s consent, such activities or entities are added to this policy by endorsement. The Named Insured will promptly pay any addi- tional premium that may become due as a result of such addition. H. Assignment Assignment of any interest under this policy will not bind the Company unless and until its writ- ten consent is endorsed hereon. I. Cancellation and Nonrenewal 1. Cancellation a. The First Named Insured may cancel this policy by mailing or delivering writ- ten notice of cancellation to the Com- pany or the Company’s authorized rep- resentative, at the address shown on the Declarations Page of this policy. Such notice of cancellation will state the effective date of cancellation or, if no ef- fective date is stated, the effective date of cancellation shall be thirty (30) days after receipt of notice. The Policy Peri- od will end on that date. b. The Company may cancel this policy by mailing or delivering to the First Named Insured written notice of cancellation at least: (1) Ten (10) days before the effective date of cancellation if the Company cancels for nonpayment of premium; or (2) Thirty (30) days before the effective date of cancellation if the Company cancels for any other reason. c. If this policy is canceled, the Company will send the First Named Insured any premium refund due. If the Company cancels, the refund will be the pro rata unearned amount of the annual premi- um. If the First Named Insured can- cels, the refund, if any, will be the pro rata unearned amount of the annual premium calculated at the customary short rate. Return of premium to the First Named Insured is not a condition precedent to cancellation. d. The Company will mail or deliver the notice to the address stated in Item 1. on the Declarations Page. e. If notice of cancellation is mailed, proof of mailing will be sufficient proof of no- tice. Delivery of the notice will be the same as mailing. 2. Nonrenewal The Company may elect not to renew this policy by mailing or delivering written notice of nonrenewal to the First Named Insured at the address shown on the Declarations Page of this policy. The Company will mail or deliver the notice at least sixty (60) days before the expiration of the policy. If notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. De- livery of the notice will be the same as mail- ing. J. Action Against the Company 1. No action will lie against the Company un- less, as a condition precedent thereto, there has been full compliance with all of the terms of this policy by all Insureds, nor until the amount of the Insured's obligation to pay has been fully determined either by judgment or award against the Insured after actual trial or arbitration or by written agreement among the Insured, the claimant and the Company. Any person or organiza- tion, or the legal representative thereof, who has secured such judgment or written agreement, will thereafter be entitled to re- cover under this policy to the extent of the insurance afforded by this policy. 2. No person or organization will have any right under this policy to join the Company as a party to any action against the Insured to determine the Insured's liability, nor will the Company be impleaded by the Insured or the Insured’s legal representative. MISCELLANEOUS PROFESSIONAL LIABILITY POLICY MPL 00 00 12 23 Page 14 of 14 K. Representations By accepting this policy, the Named Insured agrees: 1. The statements made and information con- tained in the Application for this insurance furnished to the Company are true, accu- rate and complete; 2. Those statements furnished to the Compa- ny are representations the Named Insured made to the Company on behalf of all In- sureds; 3. Those representations are a material in- ducement to the Company to issue this pol- icy; 4. The Company has issued this policy in reli- ance upon those representations; 5. This policy embodies all agreements exist- ing between the Insured and the Company or any of its agents relating to this insur- ance; 6. The Insured has and will provide true, accu- rate and complete information with regard to audits, claims, and assessments as required by the Company; 7. The Application, including any attach- ments, and all other information and materi- als submitted by or on behalf of the In- sureds to the Company in connection with the Company underwriting this policy, will be kept on file by the Company, deemed at- tached to this policy as if physically attached to it and shall become incorporated in and constitute a part of this policy; 8. If such representations or such information are not true, accurate and complete, this policy shall be null and void in its entirety and the Company shall have no liability hereunder. L. Severability With regard to the information provided on any insurance Application or with regard to knowledge of any Wrongful Acts or Claims as referenced in this policy, only facts pertaining to and knowledge possessed by any of the offices of the Named Insured’s chairperson of the board of directors, president, chief executive of- ficer, chief operating officer, chief financial of- ficer, risk manager, in-house counsel or any person whose signature appears on any Appli- cation, shall be imputed to the Insured. M. Changes to the Policy Notice or knowledge possessed by any person will not effect a waiver or a change in any part of this policy or estop the Company from asserting any rights under the terms of this policy; nor will the terms of this policy be waived or changed except by written endorsement issued to form a part of this policy. N. Authorization The First Named Insured is responsible for as- surance of payment of all premiums and Reten- tions. The First Named Insured will have ex- clusive authority to act on behalf of all other Insureds with respect to providing and receiving notices of cancellation or nonrenewal, receiving any return premium, and purchasing an Extend- ed Reporting Period. In the event of a disagree- ment between any Insureds, the First Named Insured will have exclusive authority to act on behalf of all other Insureds with respect to ne- gotiation of settlements and the decision to ap- peal or not to appeal any judgment. MISCELLANEOUS PROFESSIONAL LIABILITY MPL 00 120 11 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MPL 00 120 11 15 Page 1 of 1 ANTI-STACKING ENDORSEMENT This endorsement modifies insurance provided under the following: Miscellaneous Professional Liability Insurance Policy SECTION II – LIMITS OF INSURANCE, RETENTION AND REIMBURSEMENT, Section A Limits of Insurance of the policy is amended to add the following: If any Wrongful Act that is covered by the poli- cy is also covered to any extent by another poli- cy also issued by the Company or any of its parents, subsidiaries or its affiliates to the Named Insured, the total liability of the Com- pany or its parents, subsidiaries or its affiliates under either or both policies for the Wrongful Act shall not exceed the largest Total Limit of Insurance available under either policy. All other terms and conditions of this policy remain unchanged. MISCELLANEOUS PROFESSIONAL LIABILITY MPL 00 14 11 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MPL 00 14 11 15 Page 1 of 1 INDEPENDENT CONTRACTORS – PERSONS INSURED CHANGE ENDORSEMENT This endorsement modifies insurance provided under the following: Miscellaneous Professional Liability Insurance Policy SECTION V – DEFINITIONS, Section L.3. of the policy is deleted in its entirety and replaced by the following: 3. Any Named Insured’s and Subsidiary’s part- ners, officers, directors, employees and inde- pendent contractors, but only with respect to their activities within the scope of their duties in such capacity in the performance of Insured Services by the Named Insured or any Sub- sidiary; and SECTION V – DEFINITIONS, Section L. 4. of the policy is deleted in its entirety and replaced by the following: 4. Any Named Insured’s and Subsidiary’s former partners, officers, directors, employees and in- dependent contractors, but only with respect to their activities within the scope of their duties in the capacity of the Named Insured’s partner, officer, director, employee or independent con- tractors in the performance of Insured Services by the Named Insured. SECTION III – EXCLUSIONS, Section, B. 4. of the policy is deleted in its entirety and replaced by the following: The Company is not obligated to pay Damages or Claim Expense or defend Claims made by: 4. Any present, former or prospective employees, independent contractors, officers or directors of any Insured when the Claim is in any way re- lated to the present, former or prospective em- ployment or independent contract relations be- tween the claimant and any Insured. All other terms and conditions of this policy remain unchanged. MISCELLANEOUS PROFESSIONAL LIABILITY MPL 00 43 11 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MPL 00 43 11 15 Page 1 of 1 CONSULTANTS CHANGE ENDORSEMENT This endorsement modifies insurance provided under the following: Miscellaneous Professional Liability Insurance Policy SECTION III – EXCLUSIONS, Section A of the policy is amended to add the following: A. The Company is not obligated to pay Damages or Claim Expense or defend Claims for or aris- ing directly or indirectly out of: Advice about or selection of any investment advisor, investment manager, custodial firm or similar firm by any Insured. Advice about, promise or guarantee of the future performance or value of investments, or rate of return or interest by any Insured. Loss of or fluctuation in the value of any monies or securities. Commingling or improper use of funds. Failure of investments to perform as ex- pected or desired. All other terms and conditions of this policy remain unchanged. MISCELLANEOUS PROFESSIONAL LIABILITY MPL 00 58 12 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MPL 00 58 12 18 Page 1 of 1 EXTENDED REPORTING PERIOD OPTION ENDORSEMENT This endorsement modifies insurance provided under the following: Miscellaneous Professional Liability Insurance Policy The Extended Reporting Period options and the respective percentage of the Net Variable Premium, as stated in Item 7. of the Declarations Page that the First Named Insured must pay to purchase the Extended Reporting Period are: One Year = 100% Two Years = 150% Three Years = 200% Four Years = 225% Unlimited = 250% All other terms and conditions of this policy remain unchanged. MISCELLANEOUS PROFESSIONAL LIABILITY MPL 00 90 11 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MPL 00 90 11 15 Page 1 of 1 EXCLUSION OF OWNED PROPERTY CHANGE ENDORSEMENT This endorsement modifies insurance provided under the following: Miscellaneous Professional Liability Insurance Policy SECTION III – EXCLUSIONS, Section A. of the policy is amended to add the following: A. The Company is not obligated to pay Damages or Claim Expense or defend Claims for or aris- ing directly or indirectly out of: The performance of Insured Services in- volving any property in which the Insured or any of the Insured’s Direct Relatives have or had an ownership or equity interest as an individual, partner, shareholder or fiduciary. “Direct Relatives” means any of the follow- ing (including step-relations or relations by adoption): Insured’s parent, grandparent, siblings, children or Insured’s spouse and Insured’s spouse’s parents, grandparents, siblings or children. All other terms and conditions of this policy remain unchanged. MISCELLANEOUS PROFESSIONAL LIABILITY MPL 04 01 11 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MPL 04 01 11 15 Page 1 of 3 CALIFORNIA CHANGES This endorsement modifies insurance provided under the following: Miscellaneous Professional Liability Insurance Policy SECTION VI – CONDITIONS, Section I. Cancella- tion and Nonrenewal is deleted in its entirety and re- placed by the following: I. Cancellation and Nonrenewal 1. Cancellation a. The First Named Insured may cancel this policy by mailing or delivering written notice of cancellation to the Company or the Company’s authorized representa- tive, at the address shown on the Decla- rations Page of this policy. Such notice of cancellation will state the effective date of cancellation or, if no effective date is stated, the effective date of cancellation shall be thirty (30) days after receipt of notice. The Policy Period will end on that date. b. The Company may cancel this policy by mailing or delivering to the Named In- sured and to the agent or broker of rec- ord, written notice of stating the reason for cancellation at least: (1) Ten (10) days before the effective date of cancellation if the Company cancels for nonpayment of premium for fraud; or (2) Thirty (30) days before the effective date of cancellation if the Company cancels for any other reason. c. If this policy has been effective for more than sixty (60) days or is a renewal pol- icy, only an occurrence of one or more of the following after the effective date of the policy will be considered grounds for cancellation: (1) Nonpayment of premium, including payment due on a prior policy issued by the Company and due during the current policy term covering the same risks; (2) A judgment by a court or an adminis- trative tribunal that the Named In- sured has violated any law of the state of California or of the United States having as one of its necessary elements an act which materially in- creases any of the risks insured against; (3) Discovery of fraud or material mis- representation by either the Named Insured or the Insured’s repre- sentative in obtaining the insurance or the Named Insured or the Named Insured’s representative in pursuing Claim under the policy; (4) Discovery of willful or grossly negli- gent acts or omissions, or of any vio- lations of state laws or regulations establishing safety standards, by the Named Insured or the Named In- sured’s representative, which mate- rially increase any of the risks in- sured against; MISCELLANEOUS PROFESSIONAL LIABILITY – California Changes MPL 04 01 11 15 Page 2 of 3 (5) Failure by the Named Insured or the Named Insured’s representative to implement reasonable loss control requirements which were agreed to by the Insured as a condition of pol- icy issuance or that were conditions precedent to the use by the Com- pany of a particular rate or rating plan, if the failure materially in- creases any of the risks insured against; (6) A determination by the Commis- sioner that the loss of, or changes in, the Company’s reinsurance cover- ing all or part of the risk would threaten the financial integrity or sol- vency of the Company. A certifica- tion made under penalty of perjury to the Commissioner by an officer of the Company of the loss of, or change in, reinsurance and that the loss or change will threaten the financial in- tegrity or solvency of the Company if the cancellation of the policy is not permitted shall constitute this deter- mination unless disapproved by the Commissioner within thirty (30) days of the filing. There shall be not exten- sions to this thirty (30) day period; (7) A determination by the Commis- sioner that a continuation of the pol- icy coverage would place the Com- pany in violation of the laws of the state of California or the state of the Company’s domicile or that the con- tinuation of coverage would threaten the solvency of the Company; (8) A change by the Named Insured or the Named Insured’s representative in the activities or property of the commercial or industrial enterprise that results in a material added risk, a materially increased risk or a mate- rially changed risk, unless the added, increased or changed risk is included in the policy. d. If this policy is canceled, the Company will send the Named Insured any pre- mium refund due. If the Company can- cels, the refund will be the pro rata un- earned amount of the annual premium. If the Named Insured cancels, the refund, if any, will be the pro rata unearned amount of the annual premium calculated at the customary short rate. Return of premium to the Named Insured is not a condition precedent to cancellation. In the event of cancellation of this policy, any return premium due the First Named Insured will be refunded within eighty (80) business days. 2. Nonrenewal The Company may elect not to renew this policy by mailing, by certified mail with return receipt, or delivering written notice of nonre- newal to the Named Insured at the address shown on the Declarations Page of this pol- icy, with a copy to the agent or broker of rec- ord on the policy. The Company will mail or deliver the notice at least sixty (60) days, but not more than one hundred twenty (120) days, before the expiration of the policy. If notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. De- livery of the notice will be the same as mail- ing. The notice period will be extended by an additional ten (10) days to allow for mailing time. Notice of nonrenewal as described in this provision will not be required for any of the following situations: a. Transfer or renewal of a policy without changes between insurers of the same group; b. Extension of the policy of ninety (90) days or less after notice of nonrenewal has been sent; c. The Insured has obtained or agreed to obtain replacement coverage within sixty (60) days of termination; d. For a sixty (60) day policy, where notice of renewal is given at the time the policy was issued; e. The Insured requests a change in terms, conditions or risks covered by the policy MISCELLANEOUS PROFESSIONAL LIABILITY – California Changes MPL 04 01 11 15 Page 3 of 3 within sixty (60) days prior to the end of the Policy Period; or f. The Company has made a written offer sixty (60) days prior to the end of the pol- icy term to renew under different terms. SECTION VI – CONDITIONS of the policy is amended to add the following: O. Renewal With Altered Terms If renewal of this policy will be based on a rate increase of twenty-five percent (25%) or more, in- crease in Retention, reduction of limits or elimi- nation of coverage(s), the Company will provide the First Named Insured at least sixty (60) days, but not more than one hundred twenty (120) days, advance notice of such change(s) prior to the expiration of the policy. The notice will be mailed via certified mail or delivered to the First Named Insured at the address shown on the Declarations Page of this policy. The notice pe- riod will be extended by an additional ten (10) days to allow for mailing time. If notice is mailed, proof of mailing will be sufficient proof of notice. Delivery of the notice will be the same as mailing. All other terms and conditions of this policy re- main unchanged. Revised 2.06.23 Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of . I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino’s contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers’ Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this ____day of ____________, 20____, at , California. ______________________________ PRINT NAME ______________________________ SIGNATURE James Frawley Franklin Frawley Think Tank LLC 24th March 25 Santa Cruz James Frawley Emergency Management Operations Services Final Audit Report 2025-03-25 Created:2025-03-24 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAUS1_9FCsJMli_Rm3BjEx6Px3vCZQ4V-D "Emergency Management Operations Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-03-24 - 7:17:36 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-03-24 - 7:28:14 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-03-24 - 7:28:28 PM GMT- IP address: 3.232.50.116 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-03-24 - 8:19:54 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to James Frawley (jim@franklinfrawley.com) for signature 2025-03-24 - 8:19:59 PM GMT Email viewed by James Frawley (jim@franklinfrawley.com) 2025-03-24 - 11:20:00 PM GMT- IP address: 104.28.85.133 Document e-signed by James Frawley (jim@franklinfrawley.com) Signature Date: 2025-03-25 - 0:02:09 AM GMT - Time Source: server- IP address: 66.9.185.21 Document emailed to Floy Andrews (floya@cupertino.gov) for signature 2025-03-25 - 0:02:16 AM GMT Email viewed by Floy Andrews (floya@cupertino.gov) 2025-03-25 - 0:03:03 AM GMT- IP address: 52.202.236.132 Document e-signed by Floy Andrews (floya@cupertino.gov) Signature Date: 2025-03-25 - 5:14:25 AM GMT - Time Source: server- IP address: 24.6.67.144 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2025-03-25 - 5:14:29 AM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2025-03-25 - 5:14:39 AM GMT- IP address: 3.232.50.116 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2025-03-25 - 8:37:34 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-03-25 - 8:37:39 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-03-25 - 8:37:47 PM GMT- IP address: 52.202.236.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-03-25 - 9:43:41 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-03-25 - 9:43:41 PM GMT