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Resolution No. 6996 , ... 1 2 3 4 5 6 7 8 services RESOLUTION NO. 6996 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR CONSULTING SERVICES BY AND BETWEEN THE CITY OF VERNON AND ERIKSEN-RATTAN ASSOCIATES, INC. FOR PLAN REVIEW OF FIRE EXTINGUISHING SYSTEMS WHEREAS, the City of Vernon desires to retain the of a consulting engineer to provide consulting services 9 for plan review of fire extinguishing systems to the City of 10 Vernon; and 11 WHEREAS, Mary Eriksen-Rattan, President of Eriksen- 12 Rattan Associates, Inc., has specialized knowledge and experience with building codes and is qualified to provide plan review of 13 14 fire extinguishing systems, including hydraulic calculations; and 15 WHEREAS, the Director of community Services and Water 16 has recommended that the City of Vernon enter into an agreement 17 with Eriksen-Rattan Associates, Inc. to provide for said building 18 related services. 19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF ,20 THE CITY OF VERNON AS FOLLOWS: 21 SECTION 1: The City Council of the City of Vernon 22 hereby finds and determines that the recitals contained 23 hereinabove are true and correct. 24 SECTION 2: The City Council of the City of Vernon 25 hereby approves the Agreement for Consulting Services, a copy of 26 which has been presented to the City Council concurrently with 27 this resolution, and the city Council hereby orders said Agreement 28 to be received and filed by the City Clerk. , " .' .. 1 SECTION 3: The City Council of the City of Vernon 2 hereby authorizes the Mayor and the City Clerk to execute said 3 Agreement for, and on behalf of, the City of Vernon. 4 SECTION 4: The City Clerk of the City of Vernon shall 5 certify to the passage of this resolution, and thereupon and 6 thereafter the same shall be in full force and effect. 7 APPROVED AND ADOPTED this 5th day of August, 1997. 8 ~ . EOHIS C. MALB ,Mayor . . 9 10 ATT~ /~~ BRUCE V. MALKENHORST, City Clerk 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -2- ". 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 " . < . '. ' ., .' .. STATE OF CALIFORNIA ) )ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 6996, was duly adopted by the city Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, August 5, 1997, and thereafter was duly signed by the Mayor of the City of Vernon. BRUCE V. MALKENHORST, City Clerk ( SEAL) -3- EXECUTION COPY 1 AGREEMENT FOR CONSULTING SERVICES 2 THIS AGREEMENT is made, entered into and executed in 3 duplicate originals, either copy of which may be considered and 4 used as the original hereof for all purposes, as of this _ 5 day of 1997, 6 7 BY AND BETWEEN THE .CITY OF VERNON, hereinafter. referred to as the "City," 8 4305 Santa Fe Avenue Vernon, CA 90058 9 AND ERIKSEN-RATTAN ASSOCIATES, 10 INC., hereinafter referred to as "Consultant," 11 8989 Rio San Diego Dr., #200 San Diego, CA 92108-1648 12 13 RECITALS 14 WHEREAS, the Consultant has prepared and presented to the 15 City a proposal to provide consulting services for plan review of 16 fire extinguishing systems, including hydraulic calculations; and 17 WHEREAS, the City has previously contracted with Eriksen- 18 Rattan Associates, Inc. to provide consulting services for the City; 19 and 20 WHEREAS, the Consultant in such capacity has demonstrated 21 specialized knowledge and experience with fire codes and plan review 22 of fire extinguishing systems. 23 NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS, 24 THE PARTIES HERETO AGREE AS FOLLOWS: 25 SECTION 1: CONSULTANT'S SERVICES. 26 The Consultant shall, upon .request by the City, perform 27 plan- review of fire extinguishing systems, including hydraulic 28 calculations. 1 SECTION 2:' TIME SCHEDULE. 2 The Consultant agrees to perform all services, after 3 request by the City, in a timely and efficient manner. 4 SECTION 3: COMPENSATION AND REIMBURSEMENT. 5 The City agrees to pay the Consultant for its services 6 hereunder and the Consultant agrees to work for eight-five percent 7 (85$) of the plan check fee charged by the City. The fee includes- 8 the cost of shipping plans from Consultant to City. 9 The Consultant shall bill monthly for services rendered 10 during the period. The City shall reimburse the Consultant for 11 reproduction costs of all copies of documents over and above the 12 original documents required to provide the services hereunder. 13 SECTION 4: INDEPENDENT CONTRACTOR. 14' The Consultant shall be an independent contractor, and 15 shall have no power to incur or to cause to be incurred any debt or 16 obligation for or on behalf of the City. Neither the City nor any 17 of its officers, agents or employees shall have any control over the 18 conduct of the Consultant, or any of the Consultant's employees, 19 except as herein set forth, and the Consultant expressly warrants 20 not to represent, at any time or in any manner, that it, or any of 21 its agents, servants or employees, are agents, servants or employees 22 of the City. The Consultant's obligations to the City are solely 23 prescribed by .this Agreement. 24 SECTION 5: CONSULTANT REPRESENTATIVES. 25 Mary Eriksen-Rattan shall be principally responsible for 26 the Consultant's obligations under this agreement. Designation of 27 another responsible principal or project manager by the Consultant 28 -shall not be made without the prior written consent of the City. -2- 1 SECTION 6: CITY LIAISON. 2 The Consultant shall perform under the general supervision 3 of the City Engineer or its designee, and all communications, 4 instructions and directions on the part of the City shall be 5 communicated exclusively through the City Engineer om its designee. 6 SECTION 7: PERSONNEL. 7 The Consultant represents that it has, or shall secure at 8 its own expense, all personnel required to perform the Consultant's 9 services under this Agreement, and at all times shall be responsible 10 for the services of such personnel. The Consultant may not employ 11 any sub-consultants without the prior written approval of the City. 12 SECTION 8: DATA AND SERVICES BY CITY. 13 All information, data, records, reports and maps in the 14 .possession of the City necessary for the carrying out of the work to 15 be performed under this Agreement shall be available to the 16 Consultant without charge. The City has responsibility-for the 17 .maintenance of all files .and the Consultant shall have access to the 18 said files during normal City business hours. 19 SECTION 9: OWNERSHIP OF DOCUMENTS. 20 The City and the Consultant agree that all documents, data, 21 studies, surveys, drawings, maps, models, photographs, and reports 22 prepared as a result of this Agreement shall be the sole property of 23 the City. All such information prepared or assembled by the 24 Consultant in connection with the performance of its services 25 pursuant to this Agreement is confidential until released by the 26 City to the public and the Consultant agrees that such documents 27 shall not be available to any individual or organization without the 28 written consent of the City prior to such release. All such -3- 1 reports, information, data and exhibits shall be delivered to the 2 City upon demand. No reports, maps, or other documents produced in 3 whole or in part under this Agreement shall be the subject of an 4 application for copyright by or on behalf of the Consultant. 5 SECTION 10: INTERESTS OF CONSULTANT. 6 The Consultant affirms that it presently has no interest 7 and shall not have any interest, direct or indirect, in any real 8 property in the City or any other interest which would conflict in 9 any manner with performance of the services contemplated by this 10 Agreement. No person having. such interest shall be employed by or be 11 associated with the Consultant. 12 SECTION 11: INDEMNITY AND INSURANCE. 13 The Consultant shall hold harmless and indemnify the City 14 against any and all obligations or liabilities whatsoever arising 15 out of the Consultant's performance of this Agreement.. The 16 Consultant agrees to provide insurance in the amounts and forms 17 specified in Exhibit A, which is attached hereto and made a part 18 hereof by reference.. 19 The Consultant shall not commence performance of its 20 services under this Agreement until the above insurance has been 21 obtained and proof of insurance has been filed with and approved by 22 the City. 23 SECTION 12: GENERAL TERMS AND CONDITIONS. 24 1. Termination. 25 Either party may terminate this Agreement at any time 26 without cause by giving at least ten (10) days notice in writing to 27 the other. If the Agreement is terminated as provided herein, the 28 Consultant will be paid for the services provided and expenses -4- 1 incurred up to the date of termination. In such event, all finished 2 or unfinished documents, data, studies, surveys, drawings, maps, 3 models, photographs, and reports prepared by the Consultant under 4 this Agreement shall, at the option of the City, be delivered to the 5 City. Notwithstanding the foregoing, the Consultant shall not be 6 relieved of liability to the City for damage sustained by the City 7 by virtue of any breach of this Agreement by the Consultant. 8 2. Changes. 9 The City may, from time to time, request in writing changes 10 in the scope of the services of the Consultant to be performed 11 hereunder. Any other modifications to this Agreement including, any 12 increase or decrease in the amount of the Consultant compensation, 13 which are mutually agreed upon by and between the City and the 14 Consultant, shall only be made by written amendments to this 15 Agreement approved by the City Council. 16 3. Assignability. 17 The Consultant shall not assign any interest in this 18 Agreement, and shall not transfer any interest in the same, without 19 the prior written consent of the City thereof. Notwithstanding the 20 foregoing, .claims for money by the Consultant against the. City 'under 21 this Agreement may be assigned to a bank, trust company, or other 22 financial institution without such approval. Written notice of any 23 such assignment or transfer shall be furnished promptly to the City. 24 4. Compliance with Applicable Laws. 25 The Consultant shall comply with all applicable laws, 26 ordinances, and codes of the Federal, State and local government. 27 5. Eaual Employment Opportunity. 28 During the performance of this Agreement, the Consultant -5- 1 agrees as follows: 2 a) The Consultant will not discriminate against 3 any employee or applicant because~of race, creed, sex, color or 4 national origin. The Consultant will take affirmative action to 5 ensure that applicants are employed, and that employees are treated 6 during employment, without regards to their race, creed, sex, color ~ or .national origin. Such action shall include, but not be limited. 8 to, the following: employment, upgrading, demotion, or transfer; 9 recruitment or recruitment advertising;. layoff or termination; rates 10 of pay or other form of compensation; and selection for training, 11 including apprenticeship. The Consultant agrees to post in 12 conspicuous places, available to employees and applicants for 13 employment, notices to be provided by the City. of the provisions of 14 this nondiscrimination clause. 15 b) The Consultant will, in all solicitations or 16 advertisements for employees placed by or on behalf of the 17 Consultant, state that all qualified applicants will receive 18 consideration for employment without regard to race, creed, color, 19 sex or national origin. 20 c) The Consultant will cause the foregoing 21 provisions to be inserted in all subcontracts for any work covered 22 by this contract so that such provisions will be binding upon each 23 subcontractor, provided that the foregoing provisions shallnot 24 apply to contracts for standard commercial supplies or raw. 25 materials. 26 d) The Consultant shall comply with aTl applicable 27 equal employment opportunity laws, regulations and orders. The 28 Consultant shall permit access to its books, records, and accounts -6- 1 by the City and any other applicable public agency for purposes of 2 investigation to ascertain compliance with such laws, regulations, 3 and orders. 4 SECTION 13: PERIOD OF CONTRACT. 5 The period of-this Agreement shall be for one (1) year, and 6 shall Pcontinue on a month to month basis thereafter, unless 7 terminated earlier as provided by this Agreement. 8 SECTION 14: ENFORCEMENT OF AGREEMENT. 9 .Should either party hereto bring suit to enforce the terms 10 of this Agreement, any judgment awarded shall include court costs 11 and reasonable attorney's fees to the successful party. 12 SECTION 15: ENTIRE AGREEMENT. 13 This Agreement constitutes the whole agreement between the 14 -parties. hereto with respect to the subject matter hereof, and 15 neither party nor any of its agents or employees has made any 16 representation, except as specifically provided. Neither party,. in 17 executing or performing this Agreement is relying upon any statement 18 of information to whomsoever made or given, directly or indirectly, 19 verbally or in writing, by any individual or corporation, except as 20 specifically provided herein. 21 22 23 24 25 26 27 28 -7- 1 IN WITNESS WHEREOF, the -City and the Consultant -have 2 executed this Agreement as of the date first hereinabove set forth. 3 4 THE CITY OF VERNON 5 BY : ~ ~ f .f 6 ~ EONIS C. MALBU G, Mayo ATTEST: 8 BRUCE V. MALKENHORST, City Clerk 9 APPROVED AS TO FORM: 10 ~ 11 DAVID B. BREARLEY, Cit Attorney 12 13 ERIKSEN-RATTAN ASSOCIATES, INC. 14 BY : ~ ~2~sas - ~ Mary Er1] en-Rattan, Presl 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -8- EXHIBIT A INSURANCE SCHEDULE (CONTRACTOR) The Contractor shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (.combined single limit permitted): I• Coverage and Limits Bodily Injury Property Damage Hazards Each Person Each•Accident Each Accident Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non-Owned Automobiles S 500 000 S1 000 000 S 500 000 Workers'_Compensation S Statutory Emplovers' Liability S1 000 000 per employer II. General and Professional Liability Contract Liability S1 000 000 $2 000 000 S1 000 000 Professional Liability $1 000 000 $1 000 000 S1 000 000 a. The. general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the .City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of .cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under this Agreement. 4. Such other endorsement as may be `required by :addendum hereto. b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Certification of the following proofs by the :insurance aaent or broker will not be accepted: X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and statements in the standard certificate of insurance {attached thereto) are true and. correct and that the signator is an officer authorized to so certify. A copy of each policy certified by an officer of the underwriter or carrier and notarized. EXHIBIT A A-1 CITY COUNCIL DAVID B. BREARLEY City Attorney LEONIS C. MALBURG FAX: (818) 330-5818 Mayor KEVIN WILSON THOMAS A. YBARRA Director of Community Services & Water Mayor Pro-Tem FAX: (213) 588-2761 Wm. "BILL" DAVIS KENNETH J. DeDARIO Councilman Director of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman ~ ~ DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY TALL LOUIS R09ENKRANTz City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 .Police Chief FAX: (213)581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 August 18, 1997 Eriksen-Rattan Associates, Inc. 8989 Rio San Diego Dr. #200 San Diego, CA 92108-1648 Gentlemen: Re: Agreement for Consulting Services Gentlemen: Enclosed herewith is your fully executed copy of the Agreement for Consulting Services which was approved by the City of Vernon City Council on August 5, 1997. If you have any questions, do not hesitate to call Mr. Kevin- Wilson, Director of Community Services & Water. Very truly yours, ~loria J. o 0 Chief Depu y City Clerk GJO/mm enclosure cc: Kevin Wilson Director of Community Services & Water ~.c~reement ~'1e CITY COUNCIL DAVID B. BREARLEY City Attorney LEONIS C. MALBURG FAX: (818) 330-5818 Mayor KEVIN WILSON THOMAS A. YBARRA Director of Community Services & Water Mayor Pro-Tem FAX: (213) 588-2761 Wm. "BILL" DAVIS KENNETH J. DeDARI0 Councilman Director of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY HALL LOUIS ROSENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213j 581-7924 TELEPHONE (213) 583-8811 FAx: (213) SSi-1178 August 18, 1997 Eriksen-Rattan Associates, Inc.. 8989 Rio San Diego Dr. #200. San. Diego, CA 92108-1648 Gentlemen: Re: Agreement for Consulting Services Gentlemen: Enclosed herewith is your fully executed copy of the Agreement for Consulting Services which was approved by the City of Vernon City Council on August 5, 1997. If you have any questions, do not hesitate to call Mr. Kevin Wilson, Director of Community Services & Water. Very truly yours, ~loria J. o 0 Chief Depu y City Clerk GJO/mm enclosure cc: Kevin Wilson Director of Community Services & Water Agreement File Information to be entered when assigning new agreement# to system. CATEGORY (circle one only) : L & P, GAS, GENERAL, LICENSE AGREEMENTS OR REDEVELOPMENT AGENCY # 1. Approval date: ~ ~ # 1 a. Agreement #2. Title of Agreement: . r ~ ~ ~r #3. Effective Date: (if different from approval date) #4. Expiration Date: (if applicable) #5. Expiration Date. NONE :AgrmntData 1 AGREEMENT FOR CONSULTING SERVICES 2 THIS AGREEMENT is made, entered into and executed in 3 of which may be considered and duplicate originals, either copy 4 ur oses, as of this used as the original hereof for all p p 5 day of 1997, 6 ' ~E CgTy OF V3~RNON, hereinafter BY AND BETWEEN referred to as the "City," 4305 Santa Fe Avenue 8 Vernon, CA 90058 9 AND ERIKSEN-RATTAN ASSOCIATES, i ~ INC. , hereinafter referred to 1 10 as "Consultant," i 8989 Rio .San Diego Dr., #200 11 San Diego, CA 92108-1648 12 RECITALS 13 14 WHEREAS, the Consultant has prepared and presented to t i 15 City a proposal to provide consulting services for plan review o extin uishing systems, including ..hydraulic calculations; and "i 16 f ire g 17 WHEREAS, the City has previously contracted with Eriksen 18 Rattan Associates, Inc. to provide consulting services for the City 19 and WHEREAS, the Consultant in such capacity has demonstratE 20 21 specialized knowledge and experience with fire codes and plan reviE 22 of fire extinguishing systems. NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANT: 23 1'I~ .THE PARTIES HERETO AGREE. AS FOLLOWS: 'I 24 SECTION 1• CONSULTANT'S SERVICES. 25 ~ erfo The Consultant shall,. upon request by the City, p 26 plan review of fire extinguishing systems, including hydraul 27 28 calculations. - ' r" 1 reports, information, data and exhibits shall be delivered to -the 2 City upon demand. No reports, maps, or other documents produced in 3 whole or in -part under this Agreement shall be the subject of an 4 application for copyright by or on behalf of the Consultant. 5 SECTION 10: INTERESTS OF CONSULTANT. 6 The Consultant affirms that it presently has no interest 7 an interest direct or indirect, in-any real ~ and sha 11 not have y , 8 property in~the City or any other interest which would conflict in 9 any manner with performance of the. services contemplated by this 10 Agreement. No person having. such interest shall be employed by or be 11 associated with the Consultant. 12 SECTION 11: INDEMNITY AND INSURANCE. 13 The Consultant shall hold harmless and indemnify the City 14 against any and all obligations or liabilities whatsoever arising i 15 out of the Consultant's performance of this Agreement. The 16 Consultant agrees. to provide insurance in .the amounts and forms 17 specified in Exhibit A, which is attached hereto and made a part 18 hereof by reference. 19 The Consultant. shall not commence performance of its 20 services under this Agreement until the above. insurance has been 21 obtained and proof of insurance has been filed with and approved by 22 the City. 23 SECTION 12: GENERAL TERMS AND CONDITIONS. 24 1. Termination. 25 Either party may terminate this Agreement at any time 26 without cause by giving at least ten (10) days notice in writing to 2°7 -the other. If the Agreement is terminated as provided herein, the 28 Consultant will be paid for the services provided and expenses I _4~ I ~1 ~1 t ' y~ COUNCIL ~ AVID B. BREARLEY LEONIS C. MALBURG City Attorney FAX: (818) 330-5818 Mayor THOMAS A. YBARRA f VIN WILSON Mayor Pro-Tem / ~ /lljlector Community Services & Water JV FAX: (213)588-2761 Wm. "BILL" DAMS Councilman KENNETH J. DeDARIO Director of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1953 Councilman ' DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman T FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY HALL LOUIS RosENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213).583-8811 FAX: (213) 581-1178 July 28, 1997 City Council City of Vernon Honorable Members: Transmitted herewith is a Consulting Services Agreement with Eriksen- Rattan Associates providing for consulting and plan check services for the City. -This has been reviewed by the Director of Community Services and the City Attorney, and it is hereby recommended that the agreement be approved and executed. Very truly your's~,; Bruce V. Malkenhorst City Clerk BVM/mm July 23, 1997 TO: Bruce V. Malkenhorst, City Administrator FROM: Samuel "Kevin" Wilson~Director of Community Services & Water SUBJECT: AGREEMENT FOR CONSULTING SERVICES ERIKSEN-RATTAN ASSOCIATES Herewith for your consideration is an Agreement with Eriksen-Rattan Associates to provide consulting and plan check services for the City. It is recommended that the Agreement be approved by the City Council and the Mayor and City Clerk be authorized to execute the document. The City .Attorney has reviewed the Agreement and will be preparing the resolution. /ps Attachment ` cc: City Attorney ` ~ . ~::.....::.:;::i;:i::::::::i::>::::::::::::::::ii:::::i::;;;::;:::;:i:}:ii:::::::::::::::::::'•.:::iii::;:::::::::i:::::ii::::: ~ ::i::i:::::::;:: :::::::i:i'i': :;:;::::::::::::':; :":~:::::::::::::::r;f::;::::::::::::::::::;::5;:: ;:;:`:;:;:i:;:::;:>: ~ D..:T ~ . A L/ ,D. :~..:1/.;~:.. is :::]i: .:i•: <.::..]1 .I;j/~~~ .:::i::>::.;::>::i::;:::: ~:i::i: ::i::>i;::.:.:: •.:::::.i::::i:: A E (MM/DD/YY) T^^ :::?~:.~:.~#:.~>~~r::~.~s:.:lYYi.11~IF~:~~ .s:; a>s>~1: ..#1''~~:. a. ~jx~. ....>:.>:.>:.>;;;>::.::.>:.>:.>:>:.>:.>::.::.::.::.:a>:.>:.>:.>: 9 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, .EXTEND OR TENUTO & ASSOCIATES ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURANCE SERVICES, INC. °'COMPANIESAFFORDINGCOVERAGE 1508 WEST LEWIS ST. , SUITE B coMPANv SAN DIEGO, CA 92103- A.TIG INSURANCE COMPANY OF MICHIGAN ' INSURED, COMPANY ERIKSEN-RATTAN ASSOCIATES, .INC. B NEW HAMPSHIRE INSURANCE 'COMPANY 8989 RIO SAN DIEGO DR. , SUITE 200 coMPANY SAN DIEGO, CA 92108 ~ COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR - TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY IXPIRATION LIMITS DATE (MM/DD/YY) DATE (MM/DD/YY) GENERAL LIABILITY ~ GENERAL AGGREGATE $4 , O O::Q , O O O X COMMERCIAL GENERAL LIABILITY PRODUCTS -COMP/OP AGG $2 , O O O ;``O O O CLAIMS MADE ~ OCCUR PERSONAL & ADV INJURY $ 2 , O O O , O O O B OWNER'S & CONTRACTOR'S PROT CAP 5 0 2 0 6 71 0 0 0 3/ 2 0/ 9 7 0 3/ 2 0/ 9 8 EACH OCCURRENCE $2 , 0 0 0, O O O X CONTRACTURAL FIRE DAMAGE (Any one fire) $ 3 0 0, 0 0 0 LIABILITY MED EXP (Any one person) $ 5 0 0 Q AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2 ' 0 0 0' Q 0 0 ANY AUTO ALL OWNED AUTOS - BODILYINJURY SCHEDULED AUTOS (Per person) B X HIRED AUTOS CAP 5 0 2- 0 6 71 0 0 0 3/ 2 0/ 9 7 0 3/ 2 0/ 9 8, BODILYiNJURY X NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: _ - EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND ORY IMITS OER EMPLOYERS' LIABILITY EL EACH ACCIDENT $ THE PROPRIETOR/ INCL EL DISEASE -POLICY LIMIT $ PARTNERS/EXECUTIVE OFFICERS ARE: EXCL EL DISEASE - EA EMPLOYEE $ OTHER PROFESSIONAL/ 37646731 03/20/97 03/20/98 $1,000,000 EACH CLAIM A LIABILITY $1,000,000 ANN AGG RETRO DATE: 03 20 97 5 000 SIR DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS CITY OF VERNON, ITS OFFICERS, AND EMPLOYEES ARE NAMED AS ADDITIONAL INSURED q .PER ATTACHED. JOB DESCRIPTION: ALL OPERATIONS ~ ~'I _ _ Ix,NCB#..C.~.1't`ItJ>~E............. . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF VERNON EXPIRATION DATE THEREOF, THE ISSUING COMPANY-WILL ENDEAVOR TO MAIL 4 3 0 5 SANTA FE AVENUE 3 Q DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, VERNON, CA 9 0 0 5 8 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE CO~IFANY, ITS AGENTS OR P NTATIVES. AUTHORIZED REPRESENTATIVE I . ~1Q~#C) ~5-5 (1/95) ; POLICY NUMBER: CAP 502 06 71 00 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNER, LESSEES OR CONTRACTORS (FORM B) This Endorsement modifies insurance provided under the following form: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCI3EDULE Name of Person or Organization: CITY OF VERVON, ITS OFFICERS AND EMPLOYEES 4305 SANTA FE AVENUE VERNON, CA 90058 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. CG 20 10 11 85 Copyright, Insurance- Services. Office, Inc., 1984 CUSTOMIZED ASSET PROTECTION POLICY ARCHITECTS AND ENGINEERS ENDORSEMENT This endorsement modifies insurance provided under the Customized Asset Protection Policy-and is applicable only if the Named Insured listed on the. declarations page is an Architect or Engineer. A. The following replaces the OTHER INSURANCE Common Policy Condition: The insurance afforded by this endorsement is primary insurance for "bodily injury" or "property damage" that results from "your work" .for an additional insured listed on this policy when required. specifically by the. additional insured. Any insurance maintained by the. additional .insured. will be .considered .excess of insurance provided. by .our .policy and not contributory to this policy. B. .The following is -added to the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO-US, Common Policy Condition: When a work contract requires that the Condition Applicable to Liability Coverage be waived, we will do so only for payments made for "bodily, injury" or "property damage" that results from "your work." This ~on~ition applies only. if r_he contract is entered into before the "bodily injury" or "property damage" occurs. For the .purposes of this endorsement, a work contract is defined as a contract you enter into for work or operations performed by you or on your behalf. C. EXCLUSION -DESIGNATED WORK The. following. is added.:to the.Exclusions, Section B., of the Commercial Liability Coverage Form: This insuranee.does not apply to "bodily injury,° "personal injury" or"advertising injury" arising out of any Architect or Engineer acting, as a general contractor or any Architect or-Engineer engaged in, having control of or charge of construction means, methods, sequences or procedures, or for safety precautions and programs in connection with ariy work project. I?. OFFICERS, EMPLOYEES AND VOLUNTEERS Provided any or all of the following AdditionalLnsured extensions is requiredunder a contract you enter into, or is imposed by state. or political subdivision (i.e., under a certificate, endorsement; .etc.) then this entire Section D is:enacted in its entirety. However; this .Additional Insured :extension only operates for an Additional Insured where a requirement exists as outlined in the preceding sentence of this Section D. The following is added as an Additional Insured: Any officer, elected official, agent, representative, employee, volunteer or subsidiary agency of a state or political. subdivision. already shown as an Additional Insured in the Policy Declarations, but only with respect to work done by the Named Insured. E. WAIVER OF SUBROGATION Provided a waiver of subrogation is required under a contract you enter into, or imposed by an Additional Insured, (i.e., under a certificate, endorsement, etc..), then this entire Section E is enacted in its entirety. However, this waiver only operates for an Additional Insured where a requirement exists in the preceding sentence of this Section E. We waive the right of subrogation against an Additional Insured, but only as respects your work and/or premises described uz a contract between the Insured and the Additional Insured. TCAPP 168 (8194) THE NEw HAMPSHIRE R III A Member Company of Pa e 1 0(2 ®NeH• Hampshire Insurance Company, 1994 ,1?~IAmerican International Gmup, Inc. lnsurance from The Ne«• Hampshire Insurance Comnanv and other memhrr fmm~aniPC ~FThN U..,, u.,,...,~~.,.A i.,.-...~....~ r:.,..._ ' ~ Policy Number: 37646731 Renewal of: New - n/a INSURANCE, ~ TENUTO L~ ASSOCIATES I!~~UF.4\CE $EFVICES 1\'COFPOFATED t 508 \~./EST LE\~9S STREET • SUITE B SA\ DIEGO • CALIEOR_~IA Jzio; TEL (6i9)-99''-i5i' F-~a (Er9) z99~-}Si5 DeClarationS EI~.oF35,95 Professional Liability Insurance Policy for Technical Consultants This is a Claims .Made and Reported Policy: Read The Policy Carefully Issued by the Insurance .Company Indicated. by an "X" Insured by the Stock Company checked below and hereinafter called the Insurer. TIG Specialty Insurance Company # TIG Insurance Company of Michigan Item 1. Parent Company and Address: Eriksen -Rattan Associates Inc. . 8989 Rio. San Diego Drive -Suite 200 San Diego, CA 92108 - 1648 Item 2. Policy Period ~ Effective Date: March 20..1997 Expiration Dater March 20. 1998 ~ 12:01 AM Standard Time at the address stated in Item 1. above Item 3. Limit of Liability (inclusive of defense expenses): (a) The Limit of Liability for each claim under this policy shall not exceed $ 1 ,000,000 3 % .state tax. $132_00 .35% stamping fee $15.40 (b) The total Limit of Liabilityforall claims under this policy shall not exceed $ 1.,000,000 in the Aggregate Item 4. Assureds' Professional Services Covered By This Policy: Independent fire and building code consulting services for afee. -Item 5. Policy Retroactive Date March 20. 1997 12:01 A.M. Standard Time at the address stated in Item 1. above Item 6. Policy Premium:. Projected Gross Revenues $4,400.00 payable afthe effective date stated in Item 2. above $175,000 Item 7. Retention;(including defense expenses): Minimum Earned Premium $ 5,000 each claim. ~ 1,100.00 The Declarations, together with the completed and signed application, Policy Form No.24817 and any endorsements or addenda, all as attached heretofshall collectively constitute the policy. Authorized Representative: / ~~~<< ` \v ~1 Decl Form 24817 (Rev 2/97) ,n t Porch N~imher: 37E4E731 Renewal nf; NaW - CL/2 INSURANCEW Endorsements Form No: 24821 Amended Bodily Injury Exclusion It is agreed that clause ILI(B) is deleted and replaced by the following:. - This policy. does not apply to any claim based upon or arising out of, directly or indirectly: III(B) bodily injury, sickness, disease or death of any person, or mental or emotional stress, distress, anguish, mental tension, pain or suffering unless the Assureds' iability-for such claim is directly caused by the performance of professional services (as described in the Declarations) by or at the direction of the Assureds; { Form No: 24826 Amended Property Damage Exclusion ' It is agreed that clause 'lll(C) is deleted and replaced by the following: This policy does not apply to .any claim based upon or arising out;ofr$dir,~ctly or indirectly: III(C)injury to or destruc#ion of any tangible property including they=loss~of use thereof ' unless the Assureds' liability for such .claim is directly caused by-`the performance of professional services (as described in the Declarations) by or at the direction of the Assureds; form No: 24835.. ,Estimates Of Probable Cost Exclusion It is agreed that clause III is .amended in part to include the following additional excltsion: This policy .does not apply to any claim based upon or arising out of, directly or indirectly: estimates of probable cost or cost estimates being exceeded, unless the Assureds' liability for such claim or claims is directly due to the. performance of professional services as described in the Declarations rendered by at the direction of Assureds. in such - professional capacity. Form No: 24837 Failure To Complete Any Project On Time Exclusion - - - It is agreed that clause III- is amended in part to include the following additional exclusion: This policy does not apply to any claim based .upon or arising out of, directly or indirectly: the failure to complete any project or service on time or schedule, unless such failure is directly due to the performance of professional services as described in-the Declarations rendered by or at the~direction of the Assureds in such professional capacity. Form No: 24842 Independent Contractor. Exclusion It is agreed that clause III is amended in part to include the following additional exclusion: Thispolicy does not apply to any claim based upon or arising out of, directly or indirectly: the performance of services provided by any- independent contractor, which may or may not have been referred to the client by the Assureds; i 9 Profes~ian~l Ir.i~~ility Ins~r~nce Policy for Techn6cal consultant L This is a "Claims-Made -and Reported" policy. Please read carefully. Provisions In consideration of the payment of premium, in reliance- upon the statements made to the Insurer in the application, a copy of which is attached hereto and. made a part hereof, and subject to the Declarations, terms, definitions, conditions, limitations and amendments as ~ hereinafter provided, the Insurer agrees as follows: I. Insuring Agreement above in the event of his/her death, .incapacity or bankruptcy. To pay on behalf of the Assureds any - loss which the Assureds shall (B) The term "Claim" shall mean any become legally obligated to pay .for written demand for money, including Claims first made against the the service of suit or institution of Assureds and. reported in writing to arbitration proceedin~s,~~ the insurer during the policy period or ; " the discovery period, if purchased, by (C) The term "defense expenses" reason of any .wrongful act .solely shall mean .all necessary and while in the performance of reasonable (1) fees charged by an professional services stated in the attorney(s) .designated by the Insurer Declarations which are rendered by or and '(2) other expenses resulting from on behalf of the Assureds, PROVIDED the investigation, adjustment. defense, ALWAYS THAT such wrongful act and appeal of a Claim, if incurred by occurs on or after the retroactive date in the Assureds with the Insurer's the Declarations. consent.. However, "defense expenses" shall not include salaries of II. Definitions regular employees or .officials of. the. Assureds or any supervisory counsel The following terms shall have the retained by the Insurer, or loss of meaning. set .forth below when used earnings incurred by the Assureds. throughout this policy: - _ - - - - - - - - (D) The term "Loss" shall mean .the (A) The term "Assureds" shall mean: amount in excess. of the retention-that -the Assureds -are obligated to pay 1. the "Parent Company" in Item 1 of solely by reason of any Claim the. :Declarations, including any insurable hereunder in respect of their ..partner, officer, director or legal liability and, subject to all other employee thereof so ely while. terms,. conditions, definitions, acting within the scope of their exclusions and limitations of this.: policy, duties; shall include damages, judgments,. settlements, reasonable and necessary . 2. the heirs, .executors, administrators, defense expenses incurred in the assignees and . legal defense of any action or suit .and any representatives of each .person appeal therefrom; provided always that E&O Form: 24817 (Rev. 2/97) i the term "loss" shall not include fines or (c) injury to or destruction of .any penalties imposed by law, taxes, tangible property including he Loss of punitive or exemplary damages or the use thereof; two-thirds portion of any .treble damages or that portion of any (d) false arrest, detention or multiplied damages which exceeds the imprisonment, libel, slander, amount multiplied, and matters which defamation of character, invasion of the are uninsurable under the law pursuant right of privacy, wrongful eviction, to which this policy shall be construed. assault or battery; (E) The. term "policy period" shall (e) unfair or illegal discrimination; mean the period. in Item 2 ofi the Declarations from the effective date of (f) any .business .enterprise or other this policy to the expiration date or entity -in which any Assured is a cancellation date, if any, of this policy. director, .partner, officer, principal " stockholder or employee or which is (F) The term "retention" shall mean controlled,... operated, or managed by ~ the applicable amount stated in Item 7 the Assureds, either .individually or in of the Declarations which shall apply a fiduciary capacity, including- .the. separately in respect of each C I a i m ownership, maintenance or use of any insurable hereunder and shall be borne property in conn~ptiar therewith, or to ~ uninsured by the Assureds prior to any Claim made against any Assured any: payment for. loss by the Insurer. solely because the Assured is a partner, officer, director, stockholder or i (G) The term "wrongful act" -shall employee of any firm or corporation not mean any-actual or alleged breach of .named in the Declarations; duty, error, misstatement, misleading statement or .omission done or (g) an .Assured against another attempted by the Assureds while in Assured, including. but not limited to a the performance of professional C I a i m by reason of or in connection services stated in the Declarations. with the actual or alleged termination or discharge of an Assured from his/her 1II. Exclusions position of employment; } This Policy does not apply to any (h) any litigation, proceeding, Claim based upon or arising .out of, administrative act or .hearing. brought directly or indirectly: prior to or pending as of the: policy retroactive date as well as any future (a) any intentional, fraudulent, litigation, proceeding, administrative act dishonest, or criminal acts by or at the or hearing based upon -any such direction of the Assureds; pending or prior litigation, proceeding, administrative act or hearing or derived (b) .bodily injury, sickness, disease or from the essential facts or death of any person, or mental or circumstances underlying or alleged in .emotional stress, distress, anguish, any such pending or prior litigation, mental tension, pain or suffering; proceeding, administrative act or hearing; E&O Form: 24817 (rev 2/97) 2 (i) any failure or omissio;~ on the. part. of (including the discovery period., if the Assureds to effect or maintain purchased) and shall include defense. insurance or bonds, including adequate expenses. coverage and limits or any self- insurance or self-insured retention 3. Ail. Claims .wising. from the same.. program; wrongful act or interrelated, repeated or continuous wrongful acts of one or Q) the Employee Retirement Income morn Assureds. shall constitute a Security Act of 1974, Public Law 93 single :Claim and shall be deemed to 406,. commonly referred to as the be a C l a i m first made and reported to Pension .Reform Act of 1974, and the Insurer. in the p®licy period or amendments thereto, or similar discovery period, if applicable, in which .provisions of any federal, state or local the first such wrongful act is reported statutory law or common law; to the insurer in accordance with Clause VI (A), and shall be subject to a (k) non-pecuniary or injunctive relief; single retention and a single per :claim limit of liability. (I) the Assureds gaining in fact any personal profit or advantage to which V. Defense expenses such Assureds were not legally (included in limit of entitled or for the return by the liability) Assureds of any remuneration if payment of such remuneration shall be With respect to such insurance as is held by a court to-have been illegal; afforded by this policy and subject to the limits of liability and obligation of the (m) the bankruptcy, liquidation or Assureds to pay the retention: insolvency of the Parent Company. (V. Limit of Liabilit (a) The Insurer shall defend any Claim Y insurable hereunder and pay defense (inclusive of defense expenses arising out of such Claim. expenses). The'Assureds-shall not admit liability for or settle' any C I a i m or incur any 1. Limit~of.~Liability -Each Claim: the related cost or expense without the liability of the Insurer for each. Claim approval of the Insurer. The Insurer first made .and reported in writing to the shall .have the right to make such Insurer during the policy period investigation and conduct negotiations (including the discovery period, if .and enter into such settlement or purchased), shall not exceed the compromise of any Claim as the amount .stated in Item 3(a) of the Insurer deems expedient. Declarations, and shall- include defense expensev. (b) The Insurer shall not be obligated to pay any loss or to defend or continue 2. Limit of .Liability -Aggregate: subject - to defend any .Claim after - -the to Limit of Liability -.Each Claim, the applicable limit of the Insurer's liability liability of the Insurer shall not exceed has been exhausted by the payment of .the :amount stated in Item 3(b) of the loss. Declarations as a result of all C I a i ms first made and reported in writing to the Insurer during the policy period E&O Form: 24817 (rev 2/97) 3 Vl. General Ganditions to -the Insurer of the circumstances and :the specific (A) Notice Provisions reasons for anticipating such C I a i m(s) with full particulars as (i) The date ofi loss from any Claim to dates and persons involved as within the meaning of this policy soon as possible .but in no event shall be the date on which the later than the expiration date of Assureds `shall give written this policy, to Gramercy Park i notice of C I a i m to the Insurer as ~ Program Managers, TIG.; 140 hereinafter provided.. East 45th Street, New York, NY 10007; Attention: Errors and (ii) If during the policy period or Omissions Liability Claims discovery- period, if applicable, Officer, by certified .mail. Any the Assu-reds receive written Claim subsequently arising from 1 notice of C l a i m from a specified such circumstances shall be third party that it intends to hold considered to have _ been the Assureds legally reported during the. policy ~ responsible for. the results of a period or discovery period if ~ specified wrongful act, .the applicable. Assureds, as a condition ~ .,,precedent to .the right- to be (iv) The Assu~r~~i~°shall give the l defended or reimbursed under Insurer sueh information and this policy, must give written cooperation as it may reasonably notice by certified mail thereof to require. Gramercy Park Program Managers, TIG; 140 East 45th (B) Cancellation x Street, New York, NY 10007; Attention: Errors and Omissions (i) This policy may be .cancelled by Liability Claims Officer, as soon the Assureds by mailing or as possible but in no event later delivering prior written notice to than .thirty days or the expiration the Insurer or by surrender of this date of this policy, whichever is policy to the Insurer. sooner, after receiving such i writfen. notice. If this policy is cancelled by the Assureds,.- the Insurer shall (iii) If during the policy period or retain the customary short rate discovery period, if applicable, proportion of the premium the Assureds shall become _ hereon... aware of any circumstances which may. reasonably be (ii) This policy may also be expected to give rise to a Claim cancelled by or on behalf of the being made against the Insurer by delivering to the Assureds by a specified third Parent Company or by mailing to party for the results of a specified the Parent Company by wrongful act, the Assureds, registered, certified or other first as a condition precedent to the class mail, at .the Parent right to be defended or Company's address. stated in reimbursed under this policy Item.1 of the .Declarations, written must. give written notice thereof notice stating when not less than E&O Form: 24817. (rev 2/97) 4 . I thirty days after the date of such notice the cancellation shall be (F) .Parent Company Authorization effective. The mailing of such notice as aforesaid .shall be Except as respects the giving of notice sufficient proof of notice. to apply for -the. discovery period, by acceptance of this policy, .the Parent ff this policy. is cancelled by or on Company agrees to -act on behalf of the behalf of the Insurer, the Insurer Assureds with respect to the payment shall retain the pro-.rata.. or return of premium,.. the receipt and proportion of the premium acceptance of any endorsements, the hereon. cancellation. of .the policy, the negotiation of renewal, and the giving The Insurer may cancel this policy or receipt of any notice provided for by on ten days notice for the terms and conditions of thispolicy. nonpayment of premium due. (G) Policy Changes _ (C) Conformity to Statute This policy shall not be amended.. nor Any terms of this policy which .are in shall its .terms be waived except by conflict with the terms of any .applicable endorsement issued by, the Insurer to laws construing this policy are hereby form a -part of this.~polfe~~nd signed by amended to conform to such laws. an authorized representative of the Insurer.. Notice ~ to any agent or (D) Subrogation knowledge possessed by any agent or by -any other person shall not.. effect a In the event of ,any payment of loss waiver or .change in any ..part of this .under this policy, the Insurer shall be policy or estop the Insurer -from subrogated to the extent - of such asserting any right under the terms of payment to all rights of recovery the policy. therefore, and the Assureds shall - execute and deliver all papers and {H) Reporting .Requirements instruments required and hall do everything that .may be necessary to The Parent Company agrees to notify secure such rights including the the Insurer in writing within forty five execution of any documents necessary days thereafter of any: to enable the .Insurer effectively to bring suit in the name of the Assureds:. (a) change in: the name or address of the Parent Company; (E) Settlemen# and Assignment or (b) mergers or acquisitions: The Assureds shall not admit liability voluntarily, make any'payment, agree to The .Insurer shall have the .right upon any settlement or confess or otherwise receipt of said notice regarding any consent to any judgment with respect. to mergers or acquisitions to charge any Claim insurable hereunder without additional premium to the Assureds in the written. consent of the Insurer. This consideration of such change or to policy and any and all rights hereunder cancel the policy. is not assignable without the written consent of the Insurer. (I) Policy Renewal _ E&O Form: 24817 (rev 2/97) _ 5 i ~ . This right of discovery shall not apply in ' Renewal of the policy is subject to the event of (i) cancellation of the .policy the following preconditions: by .the Insurer resulting from the nonpayment of any' premium due under (i) The .Parent Company. must submit this policy, or (ii) the failure of the at -least thirty days. prior: to the Assureds to meet the requirements of expiration date of this policy. a Clause VI (I). Policy Renewal. properly executed renewal application and all other The offer by the Insurer of renewal information as the Insurer. may terms, .conditions,- limits. of liability or ~ reasonably .require. premiums different.. from -those of the ~ expiring policy. shall. -not. constitute (ii) Notwithstanding the nonrenewal of the policy by the Insurer. preconditions set .forth in {i) above, the .Insurer is not VIII. Arbitration obligated to renew this policy or - to offer a quotation for the 1. Conditions: Any .controversy arising renewal of this policy. out of or relating to this policy shall be settled by binding arbitration in VII . Discovery Period. accordance with _ t~e4~ rules of .the American Ar~i~ratibn - Association . If the Insurer cancels this policy or (herein "AAA") `then in effect. The refuses to offer a quotation -for the Assureds. and the Insurer, before renewal of this.. policy- (such refusal entering into arbitration, shall.. each hereinafter referred to as appoint an arbitrator. Each arbitrator "nonrenewal"), the Assureds shall, shall be a present or former insurance upon payment of an additional premium industry executive. Within thirty days of fifty percent of the. total policy after one... parry notifies the other. of its premium, have the right to an extension demand #or arbitration and names its of the insurance provided by this .policy arbitrator, the .other party shall name its in respect of any Claim first made .arbitrator. Within thirty days of the against the Assureds and reported in naming of the second arbitrator, the,two writing to the Insurer. during the period arbitrators will select a third arbitrator to of six months after the effective date of be chairman of the panel Should. the .such cancellation _ or non-renewal, but two arbitrators not be able to agree on a only. in respect of any .wrongful .act choice of the third, then the AAA shall before the effective date of such make the appointment of a person. who cancellation or non-renewal and is neutral to the parties in controversy. otherwise insurable under this policy None of the arbitrators shall be current or former officers, principals, directors, This right of discovery shall terminate if stockholders, partners, or employees of the Assureds do not provide written the Parent Company or Insurer. The 1 notice requesting such. extension three. arbitrators shall comprise -the (together with the payment of the arbitration panel for the purpose. of this additional premium due) which is policy. l received by the Insurer .within ten days l after the effective date of cancellation or 2. Judgment: Each party to this policy non-renewal.. shall submit its case .with supporting documents to the arbitration panel. E&O Form:24817 (rev 2/97) ~ 6 l within thirty days .after appointment of the third arbitrator. However, the panel may extend this period for a reasonable time. Unless extended by the consent of the parties to this arbitration, the majority of the three arbitrators -shall issue a written decision resolving the controversy before them within thirty days. of the time. both parties are .required to ~ submit their case and related documentation. The arbitrators' written decision shall state the facts reviewed, conclusion reached, and .the reasons for their conclusions. Said decision shall. be -final and .binding upon both parties in any court of . competent jurisdiction. 3. Fees And Expenses: Each. party shall pay the fees and expenses of its ..arbitrator, unless otherwise agreed by _ ~ the parties. The remaining costs of the arbitration shall be shared equally ' by • both parties. Arbitration shall take place in New York, New York, unless otherwise agreed to by both parties. . E&O Form: 24817 (rev 2/97) ~ F i INSURAl~TC~,~ IN WITNESS WHEREOF, the Company has caused this policy to be signed by its president and secretar} and countersigned on the declarations page by a duly authorized representative of the company.. i TIG Insurance Company • SECRETARY PRESIDENT • TIG Premier Insurance Company SECRETARY PRESIDENT - TIG Countrywide Insurance Company i SECRETARY PRESIDENT TIG Specialty Insurance Company _ , SECRETARY - PRESIDENT TIG Indemnity Company SECRETARY PRESIDENT TIG Insurance Company of Texas SECRETARY PRESIDENT TIG Insurance Company of Michigan SECRETARY PRESIDENT h'•• TIG .Insurance Corporation of America SECRETARY PRESIDENT TIG Insurance Company of Colorado SECRETARY PRESIDENT Fairmont Insurance .Company SECRETARY PRESIDENT Chilton Insurance Company SECRETARY PRESIDENT Industrial• County Mutual Insurance: Company SECRETARY - PRF.SInFAtT' .NOTICE: 1 • INSURANCE POLICY THA3` YOU ~yE PURCHASED IS BEING ISSUED BY AN I~VSUItER IS ~tOT LICENSED BY T'HE STATE OF CALIFORNIA.. TI:~E COMPS ARE .CALLED "NONAD~TT'ED" OR "SITRPLUS LIME" INSURERS. Z. THE T~ISURER IS NOT SUBJECT TO THE FIrTANCIAI, SOLVENC'~ REGULATION AND ENFORCEMENT WT~ICH APPLIES TO CALIFORNIA LICE~I~E1~ INSURERS. - 3. Z~iE INSURER DC1ES NOT PARTICIPATE I3~ ANY. QF THE INSURANCE GI7A?RANT'EE FUNDS CREATED BY CALIFORNIA LAW.. T'F3.EREFOR.E, THESE. FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT 'YOUR ASSETS ~ THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MARE PAYMENTS AS PRONIISED. 4. ~ FOR ADDITIONAL Il"~FORNIATION ABOUT :THE .INSURER YOU SHOULD ASK Q~STIONS OF Y OU'R INSZT32ANCE AGENT, :BROKER, Q~Z "SURPLUS LINE" BROKER OR CONTACT THE CALIFORNIA DEPAR'Z'1'I~NT OF INSURANCE, AT 'THE FOLLOWING. TOLLr-FREE TELEPHONE rIIJMBER: 1-500927-~4~357. FCRM 0-2 (REV.' 12/96) CUSTOMIZED ASSET PROTECTION POLICY .COMMON POLICY CONDITIONS All coverages of this policy are subject to the following conditions. A. CANCELLATION 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to .the first Named Insured written notice of cancellation at least: a. 5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this policy. (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) Seasonal unoccupancy; or (b) Buildings in the course of construction, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or..unoccupied are considered unoccupic:? under this provision. (2) After damage by a Covered Cause of Loss, permanent repairs to the building: (a) .Have not started; and (b) .Have not been contracted for; within 30 days of initial payment of loss. (3) The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; or (c) Been declared unsafe by governmental authority. (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does nct apply to such removal that is necessary or incidental to any renovation or remodeling. n c;\~w Ijemp~hirc In~uranct Comp my. 1192 t 'InrluJ~: mp~ri~~hi~~J m.ncriel from In.wr:+nc ti •~.ir~s O(lire.. Inc.. _ THE N>=W HA;~11'~)-11RE i h ~~s ptrnussion. P,..,• 1 ..r 9 r ti, ~ nrr;,.~ i.... ~ ~ i i oc<c ~ s nn•,rt,~,.., cn n.p:my or CUSTOMIZED ASSET PROTECTION POLICY (5~ Failure to: (a) Furnish necessary heat, water, .sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b) Pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b. 10 days before the effective date of cancellation if we cancel for nonpayment of premium. c, 30 days before the effective date of cancellation if we cancel for any other reason. 3. ~Ve 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 refitnd will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof cf 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, intentionat.iy conceal or misrepresent a material fact concerning: 1. ,This policy; 2. The Covered Property; 3. Your interest in the Covered Property;. or 4. A claim under this policy. D. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this policy at any time during the policy period and - up tothree years afterward. E. INSPECTIONS AI\TD SURVEYS We have the right but are not obligated to: L Make inspections and surveys at any time; cFPP o05 c~oi9z~ Page 2 of 4 S~ CUSTOMIZEE ASSET PROTECTION POLICY 2. Give you reports on the conditions we find; and 3. Recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability. and the premiums to be charged. We do not undertake to perform the duty of any person or organization to provide for .the health or safety of workers or the publ ic. And we do not warrant that conditions: 1. Are safe or healthful; or . 2. Comply with laws, .regulations, codes or standards. This condition applies not only to us, but also to any rating,. advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. F. INSURAI~TCE 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 ~ R~ if we adopt any revision that would broaden the coverage unrier this policy without addifional premium within 45 days prior to or during the policy period, thebroadened coverage-will immediately apply to this policy. H. -OTHER INSURAI~'CE 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 Insurance. 2. Business Liability Coverage is excess over any other insurance that insures for direct physical loss or damage. 3. When this insurance is excess, we will have no .duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. 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. I. PREMIUMS 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of a]1 premiums; 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,. continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period: The premium must be: CAPP 005 (10/92) DROP ~ of d • CUSTOMIZED ASSET PROTECTION POLICY 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 anniversuy date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period. that are not shown in the Declarations. If so we may require an additional premium. That premium will be. determined in accordance with our rates and. rules then in .effect. J. TRANSFER OF RIGHTS OF RECOVERY AGAIl\'ST O'T'HERS TO US 1. Applicable to Property Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages frcm another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: a. Prior to a loss to your Covered Property. b. After a loss to .your Covered Property only if, at time of loss, that part~~ is one of the following: (1) ,Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) Thatowns or controls you; or (c) Your tenant. You may also accept tha usual bills of lading or shipping receipts limiting the liability of carriers. This will' not restrict your insurance. 2. Applicable to Liability Coverage: 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. Ii. TRANSFER OF YOUR RIGHTS AND DUTIF~S UNDER THIS POLICY Your rights and duties under this policy may not be transferred without our written consent except in the case of death of - an individual Named Insured.- If you die, your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your Legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. cnaa oos ctioi9z~ _ Page 4 of 4 CUSTOMIZED ASSET PROTECTION POLICY NON-OWNED AND HIRED AUTO LIABILITY This additional coverage modifies. insurance provided under the Commercial Liability Coverage Form. A. COVERAGE Insurance is provided only if a premium charge is shown in the Policy Declarations. 1. No>Q-Owned Auto Liability The insurance provided under the Commercial Liability Coverage Form, Paragraph A.1. Business .Liability, applies to "bodily injury" or "property damage" arising out of the use of any "non-owned auto" in your business by any person other than you. 2. Hired. Auto Liability The insurance provided under the Commercial Liability Coverage Form, Paragraph A.1. Business 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. r B. For insurance provided by this additional coverage only: - -The Exclusions under the Commercial Liability Coverage Form Paragraph B.1. Applicable to Business Liability Coverages, other than exclusions a., b., d., f. and i. and the Nuclear Energy Liability Exclusion, are deleted and replaced by the following: 1. "Bodily injury": a. To an .employee of the insured arising out of and in the course of employment by the insured; or b. To the spouse, child, parent, brother or sister of that employee as a consequence of a. above. 2. This Exclusion applies: a. Whether the insured-may be liable as an employer. or in any other capacity; and . b. To any obligation to share damages with or repay someone else who must pay damages because of injury. 3. This Exclusion does not apply to: a. Liability assumed by the insured under an "insured contract;" or b. "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 workers' compensation law., JNcw Flampshire Insurance Company, 199? (Includes mpvrichttd m:nuial from Insurance Sen•ices Offices, Inc.. THE NEW HAMPSHIRE LAPP 009 (10/9?) with it_s ptrnussi4n, _ - A MempPr Comp~rry of Page l of 2 Copyright, ln_surance Serv,ce <~ftice, Inc., ]98.i) - A;,,~,;~,,,, ,,.,,,,,,o,,,ie,oue,~„c. Insurance from the New-Hampshire Instuance C~mn,~~~ ,,,~I nrh.~, .,,~.,,r..r _ u__.__~ _ r___- _ CUSTOMIZED ASSET PROTECTION POLICY r 4. "Property damage" to: a. Property owned or being transported by, or rented or loaned to the insured; or b. Property in the care, custody or control of the insured. C. WHO IS AN INSURID WHO IS AN INSURED in the,Commercial Liability Coverage Form, Section C, WHO IS AN INSURED, is replaced by the following:. i. Each of the following is an insured under this additional coverage to the extent set forth below: a. You; b. Fora "non-awned auto," any partner or executive officer of yours, but only while such "non-owned auto" is being used in your business.; and c. Any other person using a °hired auto" with your permission; d. Any otherperson or organization, but only for their liability because of acts. Q~ 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 injured in the course of employment; b. Any partner or executive officer for any "auto" owned by such partner or officer or member of his or her household; c. Any person while employe.i in or otherwise engaged in duties in connection with an "auto business," other than an "autobusiness" you operate; ` d. The owner of a "non-owned auto" or the owner or lessee (of whom you are a sublessee) of a "hired auto" or any other agent. or employee of any such owner or lessee; e. Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. DEFZNTTIONS The following. additional. definitions apply: 1. "Auto. Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos." 2. "Non-0wned Auto" means any "auto" .you do not own, lease,-hire or borrow-which is used in connection with your business: However, if you are a partnership, a "non~wned auto" does not include any "auto" owned by any partner. 3. "Hired Auto" means any "auto" you lease, hire or borrow. This does not include any "auto" you lease, hire or borrow fronn any of your employees or members of their households, or from any partner or executive officer of yours. ._3 CUSTOMIZED ASSET PROTECTION POLICY SCI~DULE OF ADDITIONAL INSUREDS This endorsement modifies insurance provided under the Commercial Liability .Coverage Form. Please refer to the Policy. Declarations, Additional Protected Persons, for names and types of Additional Insureds. A. CONTROLLING INTEREST The following are added in the Policy Declarations as an Additional Insured but only for their liability arising out of: 1. Their financial control of you; or 2. Premises they own, maintain or control while you lease or occupy those premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. B. iV1ANAGERS OR LESSORS OF PRENIISES The following is added as an Additional Insured: Any person or organization shown in the Policy Declarations,. but only with respect to~liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Policy Declarations and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you. cease to be a tenant in the premises. 2. Structural alterations, new construction or demolition. operations performed by or on behalf of the person or organization shown in the Policy Declarations. C. POLITICAL SUBDIVISION The following is added as an Additional Insured: Any state or political subdivision shown in the Policy Declarations, but only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with. premises. you own, .rent or control and to which this insurance applies: 1. The existence, maintenance, repair, construction, .erection or removal of advertising signs, awnings, canopies, cellar .entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decoration and similar exposures; 2. The construction, erection or removal of elevators.; or -~e~' I~ampshire Insurance ComPan}. 199_' (Includes cop~Tichied material from Insurance se~~iC~S oir«•,. Inr . THE NE\U ~ 1;~~'(~'~`:~~E C'APP Ol U (10/9~j ~•ith its ~rniission. ® ra..,,,~,~ ~ o•,.,~,..~~ I'_e ] ~,f -1 Co(~)'rich~. In:urnnct Jcnicz Office. Inr.. 1'~kj~ /i~ r..,,..~„_,,,~;.~...~:~~,,,~.,,a CUSTOMIZED ASSET PROTECTION POLICY 3. The ownership, maintenance or use of any elevators covered by this insurance. D. MORTGAGEES The following is added as an Additional Insured: Any Mortgagees, .assignees and receivers shown in the Policy Declarations, but only with respect to their liability as such which arises out of the ownership, maintenance or use by you of the premises to which this insurance- applies. 3. ARCHI'ITECT, ENGINEER OR SURVEYOR Any architect, engineer or surveyor shown in `the Policy Declarations, .and engaged by you, is also an insured, but only with respect to liability arising out of your premises or "your work." The insurance with respect to such architects, engineers or surveyors does not apply to "bodily injury," "property damage," "personal injury" or "advertising injury" arising-out of the rendering of or the failure to render any professional services by or for you,. including: 1. The preparing, approving, or failing to prepare or approve maps; drawings, opinions, reports, surveys,. change orders, designs or specifications; and 2. Supervisory, inspection or engineering services. ~ , CO-OWNER`OF PREMISES The following is added as an Additional Insured: Any person(s) or organization(s) shown in the Policy Declarations, but only with respect to their liability as co-owner of insured premises. J. %QUIPA~NT LESSOR The following is added as an Additional Insured: Any person or organization shown in the Policy Declarations who leases equipment to you, but only. with respect to liability arising out of the maintenance, operation or .use by you of equipment leased to you by that person or organization subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which .takes place after the equipment lease expires; or 2. "Bodily injury" ar "property damage" arising out of the sole negligence of the person or organization who leased the equipment to you. 3. GRA'N'TOR OF FRANCHISE The following is added as an Additional Insured: Any person or organization shown in the Policy Declarations who has granted you a franchise, but only with respect to their liability arising from such granting of a franchise to you. . Page 2 of 4 ChPP Qi0 (10/92) ~ CUSTOMIZED ASSET PROTECTION POLICY I. VENDOR The following is added as an Additional Insured: Any person or organization shown in the Policy Declarations as a vendor, but only with. respect to "bodily injury" or "property damage" arising out of "your products" .which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages for reason c the assumption of liability in a contract or agreement. This Exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement, b. Any .express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing or the substitution of pans under instructions from the manufacturer, and then repackaged in the original container; e, Any failure to make such inspections, adjustments, tests or servicing as the vendi~r bias agreed to make or norma?]v undertakes to make in the usual course of business, in connection with the distribution or sale of products; f. Demonstration, installation, .servicing or repair operations, except such operations performed at the vendor's premises in connection with the sali; of the product; g. Products which, .after distribution or sale by you, have been labeled or relabeled or used as a container; part or ingredient of any other thing or substance by or for the vendor. 2. This insurance does not apply.to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such- products. J. DESIG:~:4TED PERSON OR ORGANIZATION The entity or entities shown in the Policy Declarations is/are Additional Insureds) but only with respect to liability arising out. of your operations or premises oa-ned by or rented to you; K. VOLU?`TEERS The following is added as an Additional Insured: . Any person who is a volunteer worker for you, but only while acting at the direction of you and within the scope of their duties for you. .However, no volunteer(s) are insureds for: 1. "Bodily injury" to: a. Co-volunteer(s) or your employee(s) arising out of and in the course of their duties for you; or b. You or, if you are a partnership or joint venture, any partner or member. Paae ~ ci CUSTOMIZED ASSET PROTECTION POLICY ; 2. "Property damage" to property owned, occupied or used by, rented to, in the care, custody or control of, or over .which physical control is being exercised for any purpose by: a. Co-volunteer(s) or your. employee(s); or b. You or, if you are a partnership or joint venture, any partner or member. n.,,.~ ter" . CUSTOMIZED ASSET PROTECTION POLICY f COMIVLERCIAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. - Throughout this policy the words "you" and "your" refer to the Named-Insured shown in the Declarations. The words''we," "us" and "our".refer to the Company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION C V1H0 IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION F LIABILITY AND MEDICAL. EXPENSES DEFINITIONS. A. COVERAGE - 1. Business Liability a.- We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury,' "property damage,." "personal injury" or "advertising injury" to .which this insurance applies. We will have the right and duty to defend any "suit" seeking those damages.. We may at our discretion investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in SECTION D LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE; and (2) Our right andduty to defend ends when we haveused up the applicable Limit of Insurance in thepayment of judgments or settlements or medical expenses. No other obligatican Qr liability to pay sums. or perform acts or services is covered unless explicitly provided for under COVERAGE EXTENSION -SUPPLEMENTARY PAYMENTS. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory;" and (b) The "bodily injury" or "property damage" occurs during the policy period. (2} To: (a) "Personal injury" caused by an offense arising out of your business, excluding advertising, publishing, broadcasting, telecasting or the practice of law done by or for you; c Hamc~~:`.~:i~: ur._i-asrc~ C`~eL:;-nc.ISyf \I'I' ir)' ~!cich~J_•.~ c~~-:}Ti__hr~~iva~ictia,' zrrm Li~uranc~ $er~iCti Qlfic~.. Inc.. Tl-lt NE~~' ~--L%~~11'~HIkE ` _ i I O/V~ i with ids rtrnussiim. P:~~~; I ,+i I'J (:op~~ri ~ht. iniuranct ~tnict QfGc~~. Inc.. 1')S+'JI qm~^':;~~„ ~;i~;~;";~..,•~ In.ur.m« lip+m ih~ ~i,c f l:~nii,•hii: In<nr,ric~• ('++mi„r~ :uiJ ~ah,•i mcmhrr cinnn:uu<< of the Il:~nm,hir,• In.nr:n,rr CUSTOMIZED ASSET PROTECTION POLICY ' (b) "Advertising injury" caused by an offense committed in the. course of advertising your goods,. products or services; but only if the offense was committed in the."coverage territory" during the policy period. c. Damages because of "bodily injury" include damages claimed by -any person or organization for. care, loss of services or death resultingat anytime from the "bodily injury." d. Coverage Extension -Supplementary Payments In additiod to the Limit of Insurance, we vr~ll pay, with respect to any claim or "suit" we defend: (1) All expenses we incur. (2) ,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. (3) The cost of bonds to release attachments,. but only for bond. amounts. within our Limit of Insurance. We e~ not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to X100 a day because of time off from- work. . (S7 All costs taxed against the insured in the "suit." (r7 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 interest based on that period of time after the offer. 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 pan of the judgment that is within our Limit of Insurance. 2, Medical Expenses a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent;. (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The. expenses are .incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. cn~~ ooz cioi9z> Page 2 of 19 CUSTOMIZED ASSET PROTECTION POLICY b. We will make these payments regardless of fault. These payments will not exceed the Limit of Insurance. We will pay reasonable expenses for: (1) First aid at the-time of an accident; (2) Necessary medical, surgical, x-ray and .dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. B. EXCLUSIONS 1. AppIieable to Business Liability Coverage -This insurance does not apply to: a. "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. "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption. of liability in a contract or agreement. This Exclusion does not apply to liability for damages: (1) 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; or (2) That the insured would have in the absence of the contract or agreement. c. "Bodily injury" or "property damage" for which any insured may beheld liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing, of'=alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or ' (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This Exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. e. (1) "Bodily injury" to: (a) An employee of the insured arising out of and in the course of employment by the insured; or (b) The spouse, child, parent, brother or sister of that employee as a consequence of (1) above. (2) This Exclusion applies: (a) Whether the insured may be liable as an employer or in any other capacity;. and (b) To any obligation to share damages with or repay someone else who must pay damages because of the injury. cnPP ooz cioi9z~ Page 3 of L9 CUSTOMIZID ASSET PROTECTION POLICY (3) This Exclusion does not apply to liability assumed by the insured under an "insured convact." f. (I) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened .discharge, dispersal, seepage, migration, release or escape of pollutants: (a) At or from any premises,. site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, .processing or treatment of waste; (b) Which are or were at any time vanspo*ted, handed, stored, treated,. disposed of, or processed as waste by or for any insured or any person or organization for whom you may be legally responsible; or (c) At or .from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations: (i) If the pollutants are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor; or (ii) If the operations are to test. for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in anyway respond to, or assess the effects of pollutants. Subparagraphs (a) and (c)(i) do not apply to "bodily injury" or "property damage" arising out of heat, smoke or fumes from a hostile fire. As used. in this Exclusion, a hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. (2) Any loss, cost or expense arising out of any: (a) Request, demand. or order that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify o.~ ti~utralize, or in any way respond to, or assess the effects of~pollutants; or (b) Claim or "suit" by or on beha]f 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. 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. g. "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated. by or rented or loaned to any insured. Use includes operation and "loading or unloading." This Exclusion 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 26 feet long; and (b) Not being used to carry persons or property for a charge; LAPP ooz c~oi9z> Page 4 of 19 CUSTOMIZID ASSET PROTECTION POLICY (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or - ".Bodily. injury" or "property damage" arising out of the operation of any of the following equipment: (a) .Cherry. pickers and similar devices mounted on automobile or truck chassis and used to raise or lower -workers; and (b) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical . exploration, lighting and well servicing equipment. h. "Bodily injury" or "properly damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to .any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. "Bodily injury" or "property damage" due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. This Exclusion applies only to liability assumed under a contract or agreement. j. "Bodily injury," "property damage," "personal injury." or "advertising injury" due to rendering or failure to render any professional service;:.. This includes but is not limited to: ~_ti - (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; (3) Supervisory, inspection or engineering services; (4) Medical, surgical, dental, x-ray or nursing services or treatment; Any health service or treatment; Any cosmetic or tonsorial service or treatment; ('n Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and simi]ar products or hearing aid devices; (8) Ear piercing services; and (9) Services. in the pr_ctice of pharmacy; but this Exclusion does not apply to an insured whose operations include those of a retail drugstore. k. "Property damage" to: n.nn nn~ •+n .nom. ~ T_~.. C .L 1!~ CUSTOMIZED ASSET .PROTECTION POLICY (1) Property you own, rent or occupy; (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 contractor or subcontractor working directly or indirectly on your behalf is performing ,operations, if the "property damage"-arises out of those operations; or That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed 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 (3), (4), (5) and (6) of this Exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this Exclusion does not apply to "property damage" included in the "produce-completed operations hazard." i. "Property damage" to `'your product" arising out of it or any part of it. m. "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard. " This Exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. ti n. "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work;" or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. - This Exclusion does not apply to the loss of use of other property arising out of sudden and .accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement; adjustment, removal or disposal of: (1) "Your-product;" (2) "Your work;" or (3) "Impaired property;" _ if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. tiPP ooz <io/9z~ Page 6 of'19 CUSTOMIZID .ASSET PROTECTION POLICY p. "Bodily injury" or "personal injury" arising out of any: (Z) Refusal. to employ; (2) Temunation of employment; (3) Coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, or other employment-related practices, policies, acts or onussions; or (4) Consequential "bodily injury" or "personal injury" as a result of (1)-through (3) above. This Exclusion applies whether the insured may be held liable as an employer or in.any other capacity and to any obligation to share damages with or to repay someone else who must pay damages because of the injury. q. "Personal injury" or "advertising injury:" (1) Arising out of oral or written publication of material, if done by or at the direction. of the insured with knowledge of its falsity; (2) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of the wilIftil violation of a penal statute or ordinance committed by or with the consent of the insured; or (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 agreement. r. "Advertising injury" arising out of: (1) Breach of contract other than misappropriation of advertising ideas under an implied contract; (2) The failure of goods, products or services to conform with advertised quality or performance; (3) The wrong description of the price of goods, products or services; or (4) An offense committed by an insured whose business is advertising, broadcasting, publishing, telecasting or the practice of-law. Exclusions c., d., e., f., g., h., i., k., 1., m., n. and o. do not apply to damage by fue or explosion to premises rented to you; A separate Limit of Insurance applies to this coverage as described in Section D., Limits of Insurance. 2. Applicable to Medical Expenses Coverage - We will not pay expenses for "bodily. injury:" a. To any insured. b. To a person hired to do work for or on behalf of any insured or a tenant of any insured. 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 injury" are payable or must be cnPP ooz c~oi9z> Page 7 of 19 - CUSTOMIZED ASSET PROTECTION POLICY . , provided under a workers' compensation or disability benefits law or a similar law. e. To a person injured while taking part in athletics. f. Included within the "products-completed operations hazard." - g. Excluded under Business Liability Coverage. , h. Due to war, whether or not declared, or any act or condition incident to war..War includes civil war, insurrection, rebellion or revolution. 3. Applicable fo both Business Liability Coverage and 1V1!edical Expenses Coverage -Nuclear Energy Liability Exclusion.. This insurance does not apply: a. Under Business Liability Coverage, to "bodily injury" or "property damage:" (1) With respect to which an insured under the policy is also :gin insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy .but for its termination upon exhaustion of its Limit of liability; (2) Resulting from the "hazardous properties" of "nuclear material" and-with respect to which: (a) Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (b) The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, o~any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Under Medical Expenses Coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. c. Under Business Liability Coverage, to "bodily .injury" or "property damage" resulting from the "hazardous properties" of the "nuclear material,." if: (1) The "nuclear material:" (a) Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (b) Has been discharged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (3) The "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 "nuclear facility," but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) applies only to "property damage" to such "nuclear facility" and any property LAPP ooz cioi9z~ Page 8 of 19 CUSTOMIZED P.SSET PROTECTION POLICY thereat. As used in this Exclusion: "byproduct material" has the meaning given. it in the Atomic Energy Act of 1954 or in any law amendatory thereof; "hazardous properties" include radioactive, toxic or explosive properties; "nuclear facility" means: (a) Any "nuclear reactor;" (b) Any equipment or device designed or used for: (1) Separating the isotopes of uranium or plutonium; (2) Processing or utilizing "spent fuel;" or. (3) Handling, processing or packaging "waste;" (c) Any equipment or device used for the processing, fabricating or alloying of special. "nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device. is located consists of or contains more than 25 grams of plutonium_or uranium 233 or any combination thereof or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste, " z" 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 material" means "source material," "special nuclear material" or "byproduct material;" "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in aself-supporting chain reaction or to contain a critical mass of fissionable material; "property damage" includes all forms of radioactive contamination of property; "source material" has. the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; "special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor;" "waste" means any waste material: (a) Containing "by-product material" other than. the tailings or wastes produced by the extraction or concentration of hranium or thorium from any ore processed primarily for its "source material" content; cAPP ooz cioi9z~ Pale 9 of 19 CUSTOMIZED ASSET PROTECTION POLICY and (b) Resulting from the operation by any person or organization of any "nuclear facility" included unde, paragraphs (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 conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. An organization other than a partnership or joint venture, you are an insured. Your executive officers and directors. are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. 2. Each of the following is also an insured: a. Your employees, otherthan your executive officers, but only for acts within the scope of their employment by you. However, no employee is an insured for; (1) "Bodily injury" or "personal injury" to you or to a co-employee while in the course of his or her employment, or to the spouse, child, parent, brother or sister of that co-employee as a consequence of such "bodily injury" or "personal injury" or for any obligation to share damages with or repay someone else who must pay damages because of the "injury;" (2) "Bodily injury'~o~--"personal injury" arising out of his or her providing or failing to provide professional health care services; or (3) "Property damage" to property owned or occupied by or rented or loaned to that employee, any of your other employees, or any of your partners or members (if you are a partnership or joint venture). b. Any person (other than your employee) 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 representative will have all your rights and duties under this policy. 3. If shown in the Schedule of Additional Insureds (and subject to the conditions listed in that schedule), each of the following is also an insured: a. The person or organization shown in the Schedule or in the Declarations, but only for their liability arising out of: (1) Their financial control of you; or -APP 002 cioi92> Page 10 of 19 CUSTOMIZED ASSET PROTECTION POLICY (2) Premises they own, maintain or control while you lease or occupy those premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. b. Any state or political subdivision, but only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent or control and to which this insurance applies: (1) The existence, maintenance,- repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, .manholes, marquees, hoistaway .openings, sidewalk vaults, .street banners or decoration and similar exposures; (2) The construction, erection or removal. of elevators; or - (3) The ownership, maintenance or use of any elevators covered by this insurance. c. Mortgagees, assignees and receivers, but only with respect to their liability aS such which arises out ofthe ownership, maintenance or use by you of the premises to which this insurance applies. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. d. Any architect, engineer or surveyor engaged by you is also an insured, but only with respect to liability arising out of your premises or "your work." The insurance with respect to such architects, engineers or surveyors does not apply to "bodily injury," "property damage," "personal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services Eby pi for you, including: - (1) The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (2) Supervisory, inspection or engineering services. e. Any person or organization who is a vendor of your products. f. Any person or organization who leases equipment to you, .but only. with respect to liability. arising out of the maintenance, operation or use by you of equipment leased to you by that person or organization subject to the following additional exclusions: This insurance does not apply to: (1) .Any "occurrence" which takes place after the equipment lease expires; or (2) "Bodily injury" or "property damage" arising out of the sole negligence of the person or organization who leased the equipment to you. g. Any person or organization who has granted you a franchise, but only with respect to their liability arising from such granting of a franchise to you. 4. With respect to "mobile equifinent" registered in your name under any motor vehicle registration law, any person is cape ooz cioi92> ~ Paoe I1 of 19 CUSTOMIZL'.D ASSET PROTECTION POLICY an insured while driving such. equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising .out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-employee of the person driving_the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. D. LIABILITY Al~'D MFjDICAL EXPENSES LIMITS OF Il~'SURANCE 1. The: Limits of Insurance shown in the Declarations and`the rules below fix. the most we will pay regardless of the number of: a. Insureds; b. Claims. made or "suits" brought; or c. Persons or organizations making claims or bringing "suits.'' 2. The most we will pay for the sum of all damages because of all: a. "Bodily injury," "property damage" and medical expenses arising out of any one "occurrence;" and b. "Personal injury" 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 "bodily injury" sustained by any .one person is the. Medical Expenses Limit shown in the Declarations. 3. The most we will pay under Business Liability Coverage for damages because of "property damage" to premises rented to you arising out of any one fire or explosion is the Fire Legal Liability Limit shown in the Declarations. 4. Aggregate Limits The most we will pay for: a. Injury or damage under the "products-completed operations hazard" arising from all "occurrences" during the policy period is the Liability and Medical Expenses Limit; and b. All other injury or damage, including medical expenses, arising from all.. "occurrences" during the policy period is twice the Liability and Medical Expenses Limit. Tnis limitation does not apply to "property damage" to premises rented to you arising out of fire or explosion. The limits of this policy 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. ctiaP ooz cioi9z~ Page 12 of 19 CUSTOMIZED- ASSET PROTECTION POLICY E. LIABILITI' AND A~DICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of our obligations under this polc} 2. Duties In The Event Of Occurrence, 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 resul in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send._us copies of any demands, notices, summonses or legal papers received in connection with the claim ~or 'i~uit;" (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement or defense of the claim or "suit;" and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insureds will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. 1~~nancial Responsibility Laws a. When this policy. is certified as proof of financial. responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that-law. b. With .respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. LAPP ooz cioi9z> ~ Page 13 of 19 CUSTOMIZED ASSET PROTECTION POLICY 4. 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 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 ar on a final judgment against an insured obtained after an actual trial; 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 byus, the insured and the claimant or the claimant's legal representative. 5. Separation of Insureds Except with .respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. F. LIABILITY AIVD MEDICAL EXPENSES DEFII\fiTIONS 1. "Advertising. Injury" means injury arising out of one or more of the following offenses: a. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products. or services; b. Oral or written pul5lic~tioi of material that violates a person's right of .privacy; c. Misappropriation of advertising ideas or style. of doing business; or d. Infringement of copyright, title or slogan. 2. "Auto" means a land motor vehicle, trailer of semitrailer designed for travel on public roads,. including any attached machinery or equipment. But "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, provided the injury or damage does not occur in the course of travel or transportation to or from any place not included in a. above; or c. All parts of the world if: Cl) The injury or damage arises out of: APP ooz ctoi9z> Page 14 of 19 - - - - - CUSTOMIZED ASSET PROTECTION POLICY (a) .Goods or products made or sold by you in the territory described in a. above; or (b) 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; and (2) The insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in a. above or in a settlement we agree to. 5. "Impaired Property" means. tangible property, other than "your product" or "your work" that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that. is known or thought to be defective, .deficient, inadequate or dangerous; or b. You have failed to fulfill. the terms of a contract or agreement; If such property can be restored to use by: (1) The repair, replacement, adjustment or. removal of "your product" or "your work;" or (2) Your fulfilling the terms of the contract or agreement. 6. a. "Insured Contract" means: (X) A Iease of premises; (2) A sidetrack agreement; (3) Any easement or,license agreement, except in connection with construction or demolition operations on or within 50 feet `of a~railroad; (4) An obligation, as required by ordinance,: to indemnify a municipality, except in connection with work for a municipality; (5~ -An .elevator maintenance agreement; .That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality). under which. you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would beimposed by law in the absence of any contract or agreement. b. An "insured contract' does not include that part of any contract or agreement: (1) That indemnifies any person or organization for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or.trestle, tracks, road beds, tunnel, underpass or crossing; {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 cAPP ooz c~o>9z> Page 15 of 19 CUSTOMIZED ASSET PROTECTION POLICY ~ ' (b) .Giving directions or instructions, or railing to give them,. if that is the primary cause of the injury or, damage; (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 (2) above and supervisory, inspection or engineering services; or (4) That indemnifies any person or organization for damage by fire or explosion to premises rented or loaned to you. 7. "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 _'s in or on an aircraft, watercraft or "auto;" or c. While. it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto." 8. "l~Zobile .Equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed. for. use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether~,e~f-propelled or not, on which are permanently mounted: (1) Power cranes,. shovels, loaders, digeers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a, b, c, or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) -Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices `used to raise or -lower workers; F. Vehicles notdescribed in a, b, c, or d. above. maintained primarily for purposes other than the transportation. of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos:" (1) Equipment designed primarily for: c„Pa ooz ~ i oi9z ~ Page 16 of 19 CUSTOMIZED ASSET PROTECTION POLICY (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) ..Air compressors, pumps and generators, including. spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 9. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions.- . 10. "Personal Injury" means injury, other than "bodily. injury,'' arising out of one or more of, the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, by or on behalf of its owner, landlord or lessor; d. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; or e. Oral or written publication of material that violates a person's right of privacy. 11. a. "Products -Completed Operations Hazard" includes all "bodily injury" and' "property damage" 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. The "bodily injury" or "property damage" must occur away from premises you own or rent, .unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. "Your work" will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) -When all of the work to be done at the site has: been completed if your- contract calls for work at more than one site. (3) 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. cnPP ooz ctoi9z> Page 17 of 19 CUSTOMIZED ASSET PROTECTION POLICY ~ ~ , • , c. This hazard 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 created by the "loading or unloading" of it; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 12. "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 "occurrence" that caused it. 13. "Suit" means a civil proceeding in which damages because of "bodily injury," "property damage," "personal injury" or "advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed. b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. 14. a. "Your. Product" means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others"tiading under your name; or (c} A person or organization whose business or assets you have acquired; and (2) .Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. "Your Product" 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. "Your Product" does not include vending machines or other property rented to or located for the use of others but not sold. 15. a. "Your Work" 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. LAPP ooz cioi9z> Page 18 of 19 CUSTOMIZED ASSET PROTECTION POLICY b, "Your Work" includes: (1) Warranties or representations made at any time with respect. to the fitness quality, durability, performance ~ use of "your work;" and ' (2) The providing of or failure to provide warnings or instructions. CAPP 002 (10/92) _ . Page 19 of 19 CUSTOMIZED ASSET PROTECTION POLICY RADIOACTIVE MATTER EXCLUSION This Exclusion modifies insurance provided under the Commercial Liability Coverage Form. The following is added to Section B., EXCLUSIONS: This insurance does not apply to "bodily injury," "property damage," "advertisin in u " or " " the actual, alleged or threatened exposure of person(s) or property to any radioacri a matter, personal injury arising from '.~I>I~ I17 noi~~~l THE NEW ~--iAMPSHIItE acr F of I ~c--\' w~ ~ ~ e I lampshire Insur:uice Company. 1 )9'_ n Me,nDCr eomu~ny or Arty scan in~e ma!~onai G~ouo. inc In:ur:m~r From thr u- Ilamn~hirc In<uranri("omn:~o~~ ~~~„i ~.~ti.,....._.~. - CUSTOMIZED ASSET PROTECTION POLICY ASBESTOS LIABILITY EXCLUSION This exclusion modifies insurance provided under the Commerical Liability Coverage Form. The following is added to the Exclusions, Section B. of the Commeraal Liability Coverage Form: This insurance does not apply to "bodily injury"..including sickness, disease, occupational disease, disability, shock, death, mental anguish and mental injury; "property damage;" "personal injury" or "advertising injury" arising at any time out of the manufacture of, mining of, use of, sales of, installation of, removal of, distribution of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust, or to any obligation of any insured to indemnify- any party because of damages arising out of such "property damage," "bodily injury," "personal injury" or "advertising injury" at any time as a result of the manufacture of, mining of, use of, sales of, installation of, removal of, distribution of, or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust. We are not obligated to defend any "suit" or claim against any insured alleging "bodily injury," `'property damage," "personal injury" or "advertising .injury" and seeking damages, if such "suit" or claim arises from "bodily injury," "property damage," "personal injury" or "advertising injury" resulting from or contributed to, by any and all manufacture of, mining of, use of, sales of, installation of, removal of, distribution of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust LAPP ,zo c,oi9z> ~ THE N>r~~' H.~,~tr~H~itF Pace 1 of 1 ..\i~~ Il.,mh.hirr Ih. ranci 1.~~~mh,in` _ c~a~ ~i~c - CUSTOMIZED ASSET PROTECTION POLICY CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL lis endorsement modifies insurance provided under the Customized Asset Protection Policy. The following is added to the CANCELLATION Common Policy Condition: 7. 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. 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. e Neu fiampshire Insurance Company,: 1992 P 112 (9/92) (includes copyrighted ~raterial from Insurance Services Office, Inc. e 1 of 2 with its permission. Copyright, Insurance Service Office, Inc., 1987, 1988) THE NEW HA~11'SHIItE /'9~ 1, rn«.,v..•r Cor..rarn of CUSTOMIZED ASSET PROTECTION POLICY ('n 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, and to the producer of record, at least: (1) 10-days before the effective date of cancellation if we cancel for a reason listed in paragraph 7.a.(1) or (2). (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in paragraph 7.a. B. The following is .added to the Common Policy Conditions and supersedes any provisions to the contrary: L. NONRENEWAL L If we decide 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: a. 45 days, but not more than 1.20 days, before the expiration or anniversary date, if the aggregate policy premium is more than $10,000; or b. 60 days, but not more than 120 days, before the expiration or anniversary date, if the aggregate policy premium is $10,000 or less._ _g 2. 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. 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 90 days or-less, provided that notice has been given in accordance with paragraph L.l. 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. f. If we .have. made a written offer to the first .Named Insured, in accordance with the timeframes shown in paragraph L.1, to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 259b. crrP iiz c9i9z~ Page 2 of 2 CUSTOMIZID ASSET PROTECTION POLICY ' PROPERTY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. - Throughout this policy the words "you" and "your" refer to the Named. Insured shown in the Declarations. The words "we," "us" and "our" refer to the Company providing this insurance. Other words and phrases. that appear in quotation marks have special meaning. Refer to SECTION H -PROPERTY DEFINITIONS. A. COVERAGE We will pay direct physical loss of or damage to Covered Property at the premises described in the Declarations caused by or resulting from any Covered Cause of Loss.. - 1. Covered Property Covered Property, as used in this policy, means the following types of property for which a Limit of Insurance is shown in the Declarations: a. Buildings, meaning the buildings and structures at the premises described in the Declarations, including: {1) Completed additions; (2) Permanently installed fixtures, machinery and equipment; (3) Your Personal Property in apartments or rooms furnished by you as landlord; (4) Outdoor f~xture~ - Personal Property owned by you that is used to maintain or service the buildings or structures or the premises, iucluriing: (a) Fire extinguishing equipment; (b) Outdoor furniture; (c) Floor coverings; and (cn Appliances used for refrigerating, ventilating, cooking, dishwashing or laundering. If not covered by other insurance: (a) Additions under construction, alterations and repairs to the buildings or structures; New Hampshire Insurance Company. 1991 (Includes copyrightzd matzrial from Insurancz Services Officzs. Inc.. Ti 1L NEw Hf~~r~sH~RE (~,11'Ytlgl (IO/J?) wiihits rnussion. P",'`~ 1 "f Cop}Ti~ht. Insurance Szrvi~ce Office, Inc.. 198x, ]988) A Mpmiu~rGx*+pJnY ~~f art,. n .an im.: m:nin~+.v G.oup. ~ c. Insurance from thz Nzw Hampshire Insurance Company. and other memlxr compaiuzs of thz l~'ew Hampshire Insurance (inam CUSTOMIZED ASSET PROTECTION POLICY (b) .Materials, equipment, supplies and temporary structures, om or within 1000 feet of the describe premises, used for. making additions, alterations 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 vehicle) within 1000 feet of the described Dremises, including: (1) Personal Property you own that is used in your business; (2) Personal Property of others that is th your care, custody or control, but this property is not covered foi more: than the .amount for which you.. are legally liable, plus the cost of labor, materials or service. furnished or arranged by you on Personal Property of others. However, our payment for loss of o~ damage to Personal Property of others will only be -for the. account of the owner of the property; and (3) Tenant's improvements and betterments. Improvements and betterments are fixtures, alterations. installations or additior~: (a) Made a part of the building or structure you occupy, but do not own; and (b) You acquired. or made at your expense, but cannot lega]Iy remove. 2. Property Not Covered Covered Property does not include: a: Aircraft, automobiles, motomucks and other vehicles subject to motor vehicle registration; b. Bullion,. money or securities; 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; e. Outdoor fences, rad~c or teievisior, antennas, including their lead-in wiring, masts or towers, signs (other than signs attached to buLdings), trees, shr,~bs cr plants, all except as provided in the: (1) Outdoor Property Coverage Extension; or (2) Outdoor Signs Optional Coverage; f. Watercraft (including motors, equipr_~ent and accessories) while afloat; g. Live animals, birds, er fish, unless held for sale. 3. Covered Causes of Loss RISKS OF DIRECT PHYSICAi., LOSS unless the less is: a. Excluded in Section B, Exclusions; or b. Limited in Paragraph A.4., i.i:ritatons, t?;2t follows. LAPP 001 cioi9z~ Page 2 of 29 CUSTOMIZED ASSET PROTECTION POLICY 4. Limitations a: We will not pay for loss of or damage to: (1) Steam boilers, steam pipes, steam engines or steam turbines caused by or resulting from any condition or event inside 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 passages through which the gases of combustion pass. (2) Hot water boilers or other. water heating equipment caused by or resulting from any condition or event inside such boilers or equipment, other than an explosion: (3) Property that is missing, but there is no physical evidence to show what happened to it, such as shortage disclosed on taking inventory. (4) Property that has been transferred to a person or to a place outside the described premises on the basis of unauthorized instructions. b. We will not pay more for loss of or damage to glass that is part of a building or structure than $100 for each plate, pane, multiple plate insulating unit, radiant or solar heating panel, jalousie, .louver or shutter. We will not pay more than $500 for all loss of or damage to building glass that- occurs at any one time. This Limitation does. not apply to loss or damage. by the "specified causes of loss" except vandalism. c. We will not pay for loss of or damage to fragile articles such as glassware, statuary, if broken, unless caused by the "specified causes of loss" or building-glass breakage. This restriction does not apply to: (1) Glass that is part of a building or structure; (2) Container of:pr~perty held for sale; or (3) Photographic or scientific instrument lenses. d. 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 garments trimmed with fur; (2) $2,500 for jewelry, watches, watch movements, jewels, pearls, precious and semi-precious stones, bullion, gold, silver, platinum and other precious alloys or metals: This Limit does not apply to jewelry and watches worth $l00 or less per item. 5. Additional Coverages a. Debris Removal (1) VJe will pay your expenses to remove debris of Covered Property caused by or resulting from a Covered .Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the earlier of: (a) The date of direct physical loss or damage; or (b) The end of the policy period. LAPP Oo1 c~oi9z~ ~ Pale 3 of 29 CUSTOMIZED ASSET PROTECTION POLICY _ (2) The most we will pay under this Additional Coverage is 25 % o£ ' (a) The amount we pay. for the direct physical loss of or damage to Covered Property; .plus (b) The Deductible in this policy applicable. to that Ioss or damage. But this limitation does not apply to any additional debris removal limit provided in paragraph (4) below. (3) This Additional Coverage-does not apply to costs to: (a) Extract "pollutants" from land or water; or (b) Remove, restore or replace polluted. land or water. (4) If: (a) The sum of direct physical loss or damage and debris removal expense exceeds the Limit of Insurance; or (b) .The debris removal expense exceeds the amount payable under the 25% Debris Removal coverage limitation in paragraph (2) above. We will-pay up to an additional $5,000 for each location in any one occurrence under the Debris Removal Additional Coverage. b. Preservation of Progeny If it is necessary to move Covered Property from the described premises to preserve it from loss or damage b.~ a Covered Cause of. Loss,. we will pay for any direct physical loss or damage to that property: (1) While it is being moved or while temporarily stored at another location; and (2) Only if the loss or damage occurs within 10 days after the property is first moved. c. ire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will. pay up to $2,500 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 We will pay for loss or damage caused by or resulting from risks of direct physical loss involving collapse of a building or any part of a building caused only by one or more of the following: (1) The "specified causes of loss" or breakage of building glass, all only as insured against in this policy; (2) Hidden decay; (3) Hidden insect or vermin damage; CAPP 001 cioi9z~ Page 4 of 29 CUSTOMIZED ASSET PROTECTION POLICY (4) Weight of people or personal property; Weight of rain that collects on a roof; Use of defective :material or .methods in construction,. remodeling or renovation if the collapse occurs during the course of the construction, remodeling or renovation. We will not. pay for loss of or damage to the following types of property, if otherwise covered in this. policy, under items (2), (3), (4), (5) and (6) unless the loss or damage is a direct result of the. collapse of a building: Awnings; gutters and downspouts; yard fixtures; outdoor swimming pools; piers, wharfs and docks; beach or diving platforms or appurtenances; retaining walls; walks, roadways and other paved surfaces. Collapse does not include. settling, cracking, shrinkage, bulging expansion, or decomposition of building materials. e. Water DaIIlage, 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 damage occurs, we will also pay the cost to tear out and replace any part of the building or structure to repair damage . to the system or appliance from which the water or other substance escapes. We will not pay the cost to repair any defect that caused. the loss or damage; but we will pay the cost toxepair or replace damaged parts of fire extinguishing equipment if the damage: (1) Results in discharge of any substance from an automatic fire protection system; or (2) IS directly caused by freezing. f. Business Income.: We will pay for the actual loss of Business Income you sustain due to the necessary suspension of your "operations" during t:he "period of restoration." The suspension must be caused by direct physical loss of or damage to property at the described premises, including Personal Property in the open (or in a vehicle) within .1000 feet, caused by or resulting from any Covered Cause of Loss. We will only pay for loss of Business Income that occurs within 12 consecutive months after the date. of direct physical loss or damage. This Additional Coverage is not subject to the Limits of Insurance. Business Income means the: (1) Net Income (Net Profit or Loss .before income taxes) that would have been earned or incurred; and (2) Continuing normal operating expense incurred, including payroll. g. tetra Expense We-will pay necessary Extra Expense you incur during the "period. of restoration" that-you would not have .incurred if there had been no direct physical loss or damage to property at the described premises, including Personal Property in the open (or in a vehicle) within 1000 feet,. caused by or resulting from a Covered Cause of Loss. LAPP 001 t~oi9z> Page 5 of 29 CUSTOMIZED ASSET PROTECTION POLICY , Extra Expense means expense incurred: (1) To avoid or minimise the suspension of business and to continue "operations:" (a) At the described premises; or (b) At replacement premises or at temporary locations, including: (i) Relocation expenses; and (ii) Costs to equip and operate the replacement or temporary locations. (2) To minimize the suspension of business if you cannot continue "operations." (3) (a) To repair, replace or restore any property; or (b) To research,. replace or restore the lost information on damaged valuable papers and records; to the extent it reduces the amount of the loss that otherwise would have been payable under this Additional Coverage or Additional Coverage f., Business Income. We will only pay for Extra Expense that occurs. within 12 consecutive. months-after the date of direct physical loss or damage, This Additional Coverage is not subject to the Limits of Insurance. h. Pollutant Clean Up and Removal We will-pay your expense to extract "pollutants" from-land or water at .the described premises if the discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused by or results from a Covered Cause. of .Loss that occurs dining the policy period. The expenses will. be paid only if they are reported to us in writing within.:~8~_ days of the earlier of: (1) The date of direct physical loss or damage; or (2) The end of the policy period. The most we will pay. for each location under the Additional Coverage is 510,000 for the sum of all such expenses arising out of Covered Causes of Loss occurring during each separate 12 month period of this policy. No Deductible applies to this Additional Coverage. 6. Coverage F~ctensions In addition w the Limits of Insurance, you may extend the insurance. provided by this policy as provided below. Except as otherwise provided, the following Extensions apply to property located in or on the building described in the Declarations or in the open (or in a vehicle) within 1000 feet of the described premises. a. Ir'ewly Acquired or Constructed Property (1) You may extend the insurance that applies to Building to-apply to: (a) Your new buildings while being built on the described premises; and (b) Buildings yo•~ acquire at locations, other than. the described premises, intended for: Page 6 of 29 CAPD nn~ r~oio~~ • CUSTOMIZED ASSET PROTECTION POLICY - C) Similar use as the buildings described in the Declarations; or (ii) Use as a warehouse. The most we will pay for loss or damage under this Extension is an amount equal to 25% of the Building. Limit shown in the Declarations. (2) You may extend the insurance that applies to Business Personal Property to apply to that property at any premises you acquire. The most we will pay for loss or damage under this Extension is $250,000. at each premises. (3) Insurance under this Extension for each newly acquired premises will end when any of the following first occurs: (a) This policy expires; (b) 90 days expire after you acquire or begin construction at the new premises; or' (c) You report values to us. We will charge you additional premium for values reported from the date you. acquire the premises. b. Property Off Premises You may extend the insurance .that applies to Building and Business Personal Property to apply to covered Building and Business Personal Property, while it is temporarily at a premises you do not own, lease or operate. This Extension does not apply to covered property while in _or on a vehicle.. The most we will pay for loss or damage under this Extension is $25,000, but not more than the combined limits of Buildings and Business Personal Property Coverage for the covered location. This Extension of Coverage does not apply to: (1) Property that is rented or leased to others; or (2) Samples and other property in the care, custody or control of sales personnel . c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, .radio and. television antennas, satellite dishes, signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5~ Aircraft. reoc nnr r~nio>> Page 7 nf29 CUSTOMIZID ASSET PROTECTION POLICY The most we will pay for loss or damage under this Extension is $2,500 in any one occurrence. This coverage does not apply to trees, shrubs and plants which are grown commercially. d. Valuable Papers and Records -Cost of Research You may extend the insurance that applies to Business Personal Property to apply to your costs to research replace or restore the lost information on lost or damaged valuable papers and records, including those whicl exist on electronic or magnetic media,- for which duplicates do not exist. The most we will pay under thi: Extension is $10,(?00 at each described premises. e. Property in Transit You may extend the insurance that applies to your Business Personal Property to apply to property while ir. transit within the continental United States, Alaska, Hawaii, Puerto Rico, or Canada, or between these places. This Extension does not apply to property that is otherwise covered for transit, or to property of others that you are responsible for as a carrier for hire, as a shipper or hauler. Nor does it apply to property once it is in the care of the United States Postal Service. The most we will pay under this Extension is $25,000. f. Accounts Receivable.Coverage You may extend the insurance that applies to your Business Personal. Property to apply to your accounts receivable records. We will pay: (1) All amounts due from your customers that you are unable to collect; (2) .Interest charges on any loans required to offset amounts you are unable to collect pending our payment of these amounts; (3) Reasonal~ie~irollection expenses in excess of your normal collection expenses that are made necessary by the loss; and (4) Other reasonable expenses that you incur to re-establish your records of accounts receivable. The most we will pay under this Extension is $10,000 at each described premises. g. Computer Equipment Coverage You may extend the. insurance that applies to :your Business Personal Property to apply to "computer equipment," "media," "data" and "programs" which you own, lease or rent from others,. or for which you are legally responsible. We will pay the replacement cost to reproduce data or programs that are lost or accidentally erased, including documentation and source materials,'if you actually replace or .reproduce them. The most we will pay under this Extension is $10,000 unless a higher Limit is specifically shown on the Declarations page. h. Personal Effects You may extend the insurance that applies to your Business Personal Property to apply to Personal .Effects owned by you, your officers, your partners. or your employees. This Extension does not apply to loss or caPP ooi cioi9z> Page 8 of 29 • - CUSTOMIZED ASSET PROTECTION POLICY damage by theft. The most we will pay under this Extension is 52,500. i. Money and. Securities Coverage We will pay for Ions of money and. securities used in your business .while at a bank or savings institution, within .your living quarters or the Iiving quarters of your partners or any employee having use and custody of the property, at the. described premises, or in transit between any of these places, resulting directly from: (1) Theft, meaning any act of stealing; (2) Disappearance; or (3) Destruction.. . In addition to the Limitations and Exclusions applicable to property coverage, we'will not pay for loss: (1) Resulting from accounting or arithmetical 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. The most we will pay for loss in any one occurrence is the following, unless higher Limits are shown in the Declarations: (1) 510,000 for money and_ securities. while:. . ~ " (a) In or on the described premises: or (b) Within a yank or savings institution; and (2) 52,000 for money and securities while anywhere else. All loss: (1) Caused by one or more persons; or (2) Invoh~ing a single act or series. of related acts; is considered one occurrence. You must keep records of all money and securities so we can verify the amount of any loss or damage. B. EXCLUSIONS 1. We will not pay for loss or damage caused duectly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause.. or event that contributes concurrently or in any sequence to the loss. D~.,o O ,.f 70 CUSTOMIZED ASSET PROTECTION POLICY - ' a. Ordinance or Law The enforcement of any ordinance or law: (1) Regulating the construction, use or repair of any property; or (2) Requiring .the tearing down of any property, including the cost of removing its debris. b. Earth Movement (1) Any earth movement (other than sinkhole collapse), such as an earthquake, landslide, mine subsidence or earth sinking, rising or shifting. But if loss or damage by fire or explosion results, we will pay for that resulting loss or damage. (2) Volcanic eruption, explosion or effusion, but if loss or damage by fire, building glass breakage or volcanic action results, we will pay for that resulting loss or damage. 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 single occurrence. Volcanic action does not include the cost to remove ash, dust or particulate matter that does not cause direct physical toss of or damage to Covered Property. c. Governmental Action Seizure. or destruction of property by order of governmental authority. But we will pay for acts of destruction ordered by governmental authority and taken at the time of a fire to • prevent its spread, if the fire would be covered under this policy. d. Nuclear Hazard Nuclear reaction or radiation, or radioactive contamination, however caused. But if loss or damage by fire results, we will pay for that resulting loss or damage. e. Power Failure The failure of power or other utility service supplied to the described premises, however caused, if the failure occurs away from the described premises. But if loss or damage by a Covered Cause of Loss results, we will pay for that resulting loss or damage. f. War and Military Action T.. 1 ~ L l1/~ CUSTOMIZED ASSET PROTECTION POLICY (1) War, including undeclared or civil war; (2) 'Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other. agents; or (3) Insurrection, .rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any. of these. g. Water (I) Flood,.. surface water, waves, tides, tidal waves, overflow of any body of water, or their spray, .all whether driven by wind or not; (2) Mudslide or mudflow; (3) Water that backs up from a sewer or drain; or (4) Water under the,ground surface pressing on, or flowing or seeping through: (a) Foundations, walls, floors or paved surfaces; (b) Basements, whether paved or not; or (c) Doors, windows or other openings. But if loss or damage by fire, explosion or sprinkler leakage results, we will pay for that resulting loss or damage. 2. We will not pay for Ions or damage caused by or resulting from any of the following: a. Electrical Apparatus: Artifici-ally generated-electric current,. including electric arcing, that disturbs electrical devices, appliances or wires_ But if loss or damage by fire results, we will pay for that resulting loss or damage. 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. Maintenance Types of Loss: (1) Wear and tear; (2) Rust, corrosion, fungus, decay, deterioration, hidden or latent defect or any quality in property that causes it to damage or destroy .itself; (3) Smog; (4) Settling, cracking, shrinking or expansion; Insects, birds, rodents or other animals; Mechanical breakdown, including rupture or bursting caused by centrifugal force; or :APP 001 cioi9z~ Page 11 of 29 _ CUSTOMIZED ASSET: PROTECTION POLICY ('n The following causes of loss to Personal Property: ' (a) Dampness or dryness of atmosphere; (b) Changes in or extremes of temperature; or (c) Marring or scratching. But if loss or damage by the "Specified Causes of Loss" or building glass breakage results, we will-.pay for that resulting loss or damage. e. Steam Apparatus: Explosion of steam boilers, steam pipes, steam engines or steam turbines owned or leased by you, or operated under your control. But if loss or damage by fire or combustion explosion results, we will pay for that resulting loss or damage. We will also-payfor loss or damage caused by or resulting 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. f. F7rozen Plumbing: Water, other liquids, powder or molten material that leaks or flows from plumbing, heating, air conditioning or other equipment (except fire protective systems) caused by or resulting from freezing, unless: (1) You do your best to maintain heat in the building or structure; or (2) 'You drain the equipment and shut off the supply if the heat is not maintained. g. Dishonesty: , Dishonest or criminal act by you, any of your partners, employees, directors, trustees, authoriz d representatives or anyone~to whom you entrust the property for any purpose: (1) Acting alone or in collusion with others; or (2) VJhether,QF riot occurring during the hours of employment. This Exclusion does not apply to acts of destruction by your employees, but theft by employees is not covered h. False Pretense: Voluntary parting. with. any property by you or anyone else to whom you have entrusted th property if induced to do so by any fraudulent. scheme, trick, .device or false pretense. i. Exposed Property: Rain, snow, ice or sleet to Personal Property in the. open. j. Collapse: Collapse, except as provided. in the. Additional Coverage for Collapse. But if loss or damage by a Covered Cause of Loss results at the described premises, we will pay for that resulting loss or damage. k. Pollution: We will not pay for loss or damage caused by or resulting from the release, discharge or dispersal of "pollutants" unless the release, discharge or dispersal is itself caused by any of the "Specified Causes of Loss." But if loss or damage by the "Specified Causes of Loss" results, we will pay for the resulting damage caused by the "Specified Cause of Loss." 3. We will not pay for loss or damage caused by or resulting from any of the following. But if loss or damage by a Covered Cause of Loss results, we will pay for that resulting loss or damage. a. Weather Conditions: But this exclusion only applies if weather conditions contribute in any way with a cause or event excluded in paragraph I. above to produce the loss or damage.. CAPP 001 (10/92) Pace 12 of 7.9 CUSTOMIZED ASSET PROTECTION POLICY b. Acts or Decisions: Acts or decisions, including the failure to actor decide, of any person, group, organization or government body. c. Negligent Work: Faulty, inadequate or defective: (1) Planning, zoning, development, surveying, siting; (2) Design, specifications, workmanship, repair, construction, renovation, remodeling, grading, compaction;. (3) .Materials used in repairs, construction, renovation or remodeling; or (4) Maintenance; of part or all of any property. on or off the described premises. 4. Business Income and Extra Expense Exclusions: VJe will not pay for: a. Any Extra Expense, or increase of Business Income loss, caused by or resulting from: (1) Delay in rebuilding, repairing or replacing the property or resuming "operations," due to interference at the location of the rebuilding, repair or replacement by strikers or other persons; or (2) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or .cancellation is directly caused by the suspension of "operations" we will cover such loss that affects your Business Income during the period of restoration. b. Any other consequential loss: C. LIMITS OF II~TSURANCE 1. The most we will p~y~'for-loss or damage in any one occurrence is the applicable Limit of Insurance shown in the Declarations. 2. The most we will pay- for loss of or damage to outdoor signs attached to buildings is $10,000 per sign in any one occurrence. 3. The Limits applicable to the Coverage Extensions and the Additional Coverages of Fire Department Service Charge and Pollutant Clean Up and Removal are in addition to the Limits of Insurance. 4. Building Limit Automatic Increase . a. The Limit of Insurance for Buildings will automatically increase by the annual percentage shown in the Declarations. If no percentage is indicated, the annual percentage shall be 8%. b. The amount of increase will be: (1) -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 Building Limit, times (2) The percentage of annual increase shown in the Declarations, expressed as a decimal (example 8% is .08), times (3) The number of days since the beginning of the current policy year or the effective date of the most recent ChPP 001 cioi9z~ Page 13 of 29 CUSTOMIZED ASSET PROTECTION POLICY policy change amending the Building Limit, divided by 365. ' Example: If: The applicable Building. Limit is $100,000. The annual percentage increase is $ 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 (14b/365) _ $3,200. . 5. Business Personal Property Limit -Seasonal Increase a. The Limit of Insurance for Business Personal Property will automatically increase by the percentage. shown ir, the Declarations to provide for seasonal variations. If no percentage is indicated, the percentage shall be 25 b. This increase 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 theloss or damage occurs; or (2) The period of time you have been in business as of the date the loss or damage occurs.. D. DIDUCTIBLES 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 Declarations. We will then pay the amount of loss or damage in excess of the beductible up to the applicable Limit of Insurance. 2. Regardless of the amount of the Deductible, the most. we will deduct from any loss or damage under all of the following Optional Coverages in any one occurrence is $250: ~r a. Money and Securities; b. Employee Dishones~y; c. Glass; and d. Outdoor Signs. But this $250 Deductible will not increase the Deductible shown in the Declarations. This Deductible will be~used to satisfy the requirement of the Deductible in the Declarations. 3. No Deductible applies to the following Additional Coverages: a. Fire Department Service Charge; b. Business Income; and c. Extra Expense. LAPP 001 t~oi9~~ Page 14 of 29 E. PROPERTY LOSS COI\TDifiIONS ~ . 1. Abandonment 'There can. be no abandonment of any property to us. Z. Appraisal. If we and you disagree on the amount of loss, either may make written demand for an appraisal 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 selection be made by a judge of a court having jurisdiction. The appraisers will state separately the amount of loss. If they fail to agree, "they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. 3. Duties in the Event of Loss or Damage You must see that the following are done in the event of loss or damage to-Covered Property: a. Notify the police if a law. may have been broken. b. Give us prompt notice of the loss or damage. Include a description of the property involved. c. As soon as possible, give us a description of how, when and where the loss or damage occurred. d. Take all reasonable steps to protect the Covered. Property from further damage by a Covered Cause of Loss. If feasible, set the damaged property aside and in the best possible order for examination. Also keep a record of your expenses .for`:emergency and temporary repairs, for consideration in the settlement of the claim. This will not increase the Limit of Insurance. e. At our request, give us complete inventories of the damaged and undamaged property. Include quantities, costs, values and amount of loss claimed. f. Permit us to inspect the property and records proving the loss or damage. Also permit us to take samples of damaged property for inspection, testing and analysis. g. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, including your books and records. In such event, your answers must be signed. h. Send us a signed, sworn statement of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. i. Cooperate with us in the investigation or settlement of the claim. j. Resume all orpart of your "operations" as quickly as possible. LAPP 001 c~oi9z> Page 15 of 29 CUSTOMIZID ASSET PROTECTION POLICY 4. .Legal Action Against Us No one may bring a legal action against us under this insurance unless:. a. There has been full. compliance with ali of the terms of this insurance; and b. The action is brought within 2 years after the date on which the direct physical loss or damage .occurred. 5. Limitation - EIectronic Media and Records We will not pay for any loss of Business Income caused by direct physical loss of or damage to Electronic Media and Records after the longer of: a. 60 consecutive days from the date of direct physical loss or damage; or b. The period, beginning with the date of direct physical loss or damage, necessary to repair, rebuild. or replace with reasonable speed and similar quality, other property at the described premises due. to loss or damage. caused by the same occurrence. , Electronic Media and Records are electronic data processing recording or storage media. such as films, .tapes, discs, drums or cells, data stored on such media or programming records used for electronic data processing or electrically controlled equipment. . Example No. l: A Covered Cause of Loss damages a computer on June 1. It takes until September 1 to replace the computer, and until October 1 to restore the data that was lost when the damage occurred. We will only pay .for the. Business Income loss sustained during the period June 1 -September 1. Loss during the period September 2 -October 1 is not covered. Example No. 2: A Covered Cause of Loss results in the loss of data processing programming records on August 1. The records are replaced on October 15. We will only pay for the Business Income loss sustained during the. period August 1 - September 29 (60 consecutive days). Loss during the period September 30 -October 15 is not covered. 6. 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 property; (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 quality. b. VJe will give notice of our intention within 30 days after we receive the sworn statement of loss. c. 'We will not pay you more than your financial interest in the Covered Property. ctiPa ooi ~ioi92~ Page 16 of 29 CUSTOMIZED ASSET PROTECTION POLICY d. We will determine the value of Covered Property as follows: (1) At replacement cost (without deduction for depreciation), except as provided in (2) through below. (a) You may make a claim for loss or damage covered by this insurance on an actual cash value basis instead of on a replacement cost basis. In the event you elect to have-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. (b) We will not pay on a replacement cost basis for any loss or damage: (i) Until the lost or damaged property is actually repaired or replaced; and (ii) Unless the repairs or replacement are made as soon as reasonably possible after the loss or damage. (c) We will not pay more for loss or damage on a replacement cost basis than the least of: (i) The cost. to replace, on the same premises, the Iost or damaged propertywith other property: a. Of comparable material and quality; and b. Used for same purpose; or (ii) The amount you actually spend that is necessary to .repair or replace the lost or damaged property. (2) If the "Actual Cash Value -Buildings" option applies, as shown in the Declarations, paragraph (1) above does not apply to Buildings.. Instead, we will determine the value of Buildings at actual cash value. (3) The follotving property at actual cash value: (a) Used or second-hand merchandise held in storage or for sale; (b) Property of others; (c) Household contents, except personal property in apartments or rooms furnished by you as landlord; (d) Manuscripts; (e) Works of art, antiques or rare articles, including etchings, pictures, statuary, marbles, bronzes, porcelains and bric-a-brac. (4) Glass at the cost of replacement with safety glazing material. if required by law. .Tenants' Improvements and Betterments at: (a) Replacement. cost if you make repairs promptly. (b) A proportion of your original cost if you do not make repairs promptly. We will determine. the proportionate value as follows: LAPP 001 cioi9z> Page 17 of 29 CUSTOMIZED ASSET PROTECTION POLICY f (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 fo 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 Iease in this procedure. (c) Nothing if others pay for repairs or replacement. Valuable Papers and Records, including those which exist. on electronic or magnetic media (other than prepackaged software programs), at the cost of: - (a) Blank materials for reproducing the records; and (b) Labor to transcribe or copy the records, ('n Applicable. only to the Optional Coverages: (a) Money at its face value; and (b) Securities at .their value at the close of business on the day the Ions isdiscovered. e. Our payment for loss of or damage to Personal .Property of others will only be for the account of the owners of the property. We may adjust losses with the owners of lost or damaged property if other than you. If a pay the owners, such payments will satisfy your claims against us for the owners' property. We will not pay the owners more than their financial interest in the Covered Property. f. We may elect to-defend you against suits arising from claims of owners of property. VJe will do this at our expense. : ` - g. We will pay for covered loss or damage within 30 days after we receive the sworn statement of loss, if: (1) You have complied with all of the terms of this policy; and (2) (a) We have reached agreement with you on the amount of loss; or (b) An appraisal award has been made. 7. 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 Limit of Insurance. 8. 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 .using damaged or undamaged property (including merchandise or stock) at the described premises or elsewhere. cc,PP ooi c~oi92~ Page 18 of 29 CUSTOMIZED ASSET PROTECTION POLICY b. Extra Expense .loss to the extent you can return 'operations" to normal and discontinue such Extra Expense. 9. Vacancy If the building where loss or damage occurs has been vacant for more than 60 consecutive days before that loss. or damage, we will: a. Not pay for any loss or .damage caused by: (1) Vandalism; (2) Sprinkler leakage, .unless you have protected the system against freezing; (3) Building glass breakage; . (4) Water damage; Theft; or Attempted. theft. b. Reduce the amount we would otherwise pay for the loss or damage by 15%. A building is vacant when it does hot contain enough Business Personal Property to conduct customer "operations." Buildings under construction are not considered vacant. F. PROPERTY GENERAL CONDTI'IONS 1. Control of Property , ..ti "A4 Any act or neglect of any person other than you beyond your direction. or control will not affect this insurance. The breach of any condition of his Coverage Form at any one or more locations will not affect coverage at any location. where, at the time of loss or damage, the breach of condition does not exist. 2. Mortgage Holders a. The term "Mortgage Holder" includes trustee. b. We will pay for covered loss of or damage to buildings or structures to each mortgage holder shown in the Declarations in their order of precedence, as .interests may appear. c. The. mortgage holder has the right to receive loss payment even if the mortgage holder has started foreclosure or similar action on the building or stzucture. d. If we deny your claim because of your acts or because you have failed to comply with the terms of this policy, the mortgage holder will still have the right to receive loss. payment if the mortgage holder; (1) Pays any premium due hnder this policy at our request if you have failed to do so; (2) Submits a signed, sworn statement of loss within 60 days after receiving notice from us of your failure to do so; and caPP ooi c~oi9z> Page 19 of 29 ' CUSTOMIZED ASSET PROTECTION POLICY ' (3) Has. notified us of any change in ownership, occupancy or substantial change in risk known to the mortgage holder. All of the terms of this policy will then apply directly to the mortgage holder. e. Ifwe pay the mortgage holder for any loss. or damage and deny payment to you because of your acts or because you have failed to comply with the terms of this policy: (1) The mortgage holder's rights under the mortgage will be transferred to us to the extent of the amount we pay; and (2) The mortgage holder's right to recover the full amount of the mortgage holder's claim will not be impaired. At our. option,. we .may pay to the mortgage .holder the whole principal on the mortgage plus. any accrued interest. In this event, your mortgage and- note will be transferred to us and you will pay your remaining mortgage debt to us. f. If we cancel this policy, we will give written notice to the mortgage holder at least: (1} 10 days before the effective date of cancellation if we cancel for your nonpayment of premium; or (2) 30 days before the effective date of cancellation if we cancel. for any other reason. g. If we elect not to renew this policy, we will give. written notice to the mortgage holder at least 10 days before the expiration date of this policy. 3. No Benefit to Bailee No person or organization, other than you, having custody of Covered Property will benefit from this insurance. ~b 4. Policy Period, Coverage Territory Under this form: 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 following optional coverages also apply. These coverages are subject to the terms and conditions applicable to property coverage in this policy, except as provided below: CAPP 001 (10/92) Paae 2(1 of ?_9 ' ~V1.J1V11•..~~~ tavuL+i 11\Vi-L\.11V1V 1VLll.1 " 1. Optional Outdoor Signs Coverage a. We will pay for direct physical loss of or damage to all outdoor signs at the described premises: (1) Owned by you; or (2) Owned by others but in your care, custody or control. b, Paragraph A.3., Covered Causes of Loss, and Section B., Exclusions, do not apply to this Optional Coverage, except for: (1) Paragraph B.l.c., Governmental Action; (2) Paragraph B.l.d., Nuclear Hazard; and (3) Paragraph B.l.f., VJar and Military Action. 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 (S7 Mechanical Breakdown. d. The most we will pay ,for loss or damage in any one occurrence is the. Limit of Insurance for Outdoor Signs shown in the,I~e~larafions. e. The provisions of this Optional Coverage supersede all other references to Outdoor Signs in this policy. 2. Optional Glass Coverage a. We will pay for direct" physical loss of or damage to all exterior grade floor and basement glass, including all lettering and ornamentation, located at the described premises and: (1) Owned by you; or (2) Owned by others but in your care, custody or control. b. We will also pay for necessary:. (1) Expenses incurred to put up temporary plates or board up openings; (2) Repair or replacement of encasing frames; and (3) Expenses incurred to remove or replace obstructions. c. Paragraph A.3., Covered Causes of Loss, and Section B, Exclusions, do not apply to this Optional. Coverage, except for: LAPP 001 cioi9z~ Page 21 of 29 CUSTOMIZED ASSET PROTECTION POLICY ~ (1) Paragraph B.l.c., Government Action; ` (2) Paragraph B.l.d., Nuclear Hazard; and (3) Paragraph B.l.f., War and Military Action. d. We will not pay for loss or damage caused by or resulting from: (1) Wear and tear; (2) Hidden or latent defect; (3) Corrosion; or (4) Rust. 3. Optional Employee Dishonesty Coverage a. We wily pay for direct loss of or damage to Business Personal Property, including Money and Securities. resulting from .dishonest acts committed by any of your employees acting alone or in collusion with other persons (except you or your partner) with the manifest intent to: (1) Cause you to sustainloss or damage; and also (Z) Obtain financial benefit. (other than salaries, commissions, fees, bonuses, promotions, awards, orofr shazing, pensions or other employee benefits earned in the normal course of employment) for: (a) Any employee; or (b) And 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 commit whether acting alone or in collusion with other persons. (2) The only proof of which as to its existence or amount is: (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 Insurance 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 related acts; is considered one occurrence. cnPP ooi cioi9z~ Page 22 of 29 l: U J 1 VMIG~LJ AJJt:1 rKU l ~L llvly ruL1C: X { e. We will pay only for loss or damage you sustain through acts committed. or events occurring during the Policy Period. Regardless of the number of years this policy remains 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 does not apply to any employee immediately upon discovery by: (1) You; or (2) Any of your partners, officers or directors not in collusion with the employee; of any dishonest act committed by that employee before or after being hired by you. g. We wily pay only for. covered loss or damage discovered no later than one year from the end of the Policy Period. h. If you (or any predecessor in interest) sustained loss or damage during the period of any prior insurance that you could have recovered under that insurance except that the time within which to discover Ioss or damage had expired, we will pay for it under this Optional Coverage, provided: (1) This Optional Coverage became effective at the time of cancellation or termination 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 eventscausing the loss or damage were committed or occurred. i. The insurance under paragraph h. above is part of, not in addition to, the Limit of Insurance applying to this Optional Coverage and is limited to the lesser of the amount recoverable under: (1) This Optional Coverage as of its effective date; or (2) The prio~irirsurance had it remained in effect. 4. Optional Systems Breakdown Coverage a. Coverage We will pay for: (1) Direct damage to Covered Property caused by a Covered Cause of Loss; and (2) Your loss and expense. resulting from the necessary interruption of business caused by a Covered Cause of Loss. b. Covered Property Covered Property, as used in this coverage, means any property that: (1) You own; or (2) Is in your care, custody or control. LAPP 001 cioi9z~ Page 23 of 29 CUSTOMIZED ASSET PROTECTION POLICY ~ c. Covered Cause of Loss ' A Covered Cause of Loss is an "accident" occurring on your premises. d. Coverage Extensions (1) Expediting. Expenses With respect to your damaged Covered Property, we will pay the reasonable extra cost to: (a) Make temporary repairs; and (b) Expedite permanent repairs; and (c) Expedite permanent replacement. (2) Hazardous Materials Coverage We will pay up to $25,000 for any additional expenses you incur for:. (a) CIeanup; (b) Repair or replacement; or (c) Disposal; of Covered Property which is damaged, contaminated or polluted as a result of an "accident" by a substance declared by a governmental agency to be hazardous to health. This Limitation does not apply to damage, contamination or pollution caused by ammonia. (3) Replacement"most Coverage VJe will pay yoga the amount-you actually spend to repair or replace your damaged property with new property of like kind, capacity, size and quality, whichever is less except as provided in (a) and (b) below: (a) If any damaged property is not repaired or replaced, then we will pay only the actual cash value at the time of the "accident." (b) With respect to electronic or magnetic media, we wi11 pay only the cost of blank material far reproducing- the records. (4) Service Interruption We will pay your loss and expense resulting from the necessary interruption of business caused. by an "accident" fo any equipment that is: (a) Located on or within 500 feet of your premises; (b) Owned by the building owner (if you are a tenant) or a public utility company; and (c) Used to supply electrical power, heating, air conditioning, gas, water, steam or telephone services to your premises. ~kPP o01 c ~ oi9z ~ Page 24 of 29 t - Spoilage .Coverage We will pay for your loss of perishable goods due to spoilage resulting from lack of power, light, heat, steam or refrigeration caused solely by an "accident," including an "accident" to any equipment that is: (a) Located on or within 500 feet of your premises; (b) Owned by the building owner (if you are a tenant) or a public utility company;-and (c) Used to supply electrical power, heating, air conditioning, gas, water or steam. services to your premises. The amount of our payment will be determined on the basis of selling price of the perishable goods at the time of the "accident" less discounts and expenses you otherwise would have had. e. Limits of Insurance - (1) Insurance under this coverage is separate from the Limit of Insurance shown on the Policy Declarations. (2) We will only pay for-loss of Business Income or Extra Expense that occurs within 12 consecutive months after the date of the "accident." f. Deductible We will not pay for loss, damage or expense resulting from any one "accident" until the total amount of loss, damage or expense exceeds the Deductible shown in the Declarations. We will then pay the amount of loss, damage or expense in excess of the Deductible. g. Definitions As used in this coverage: - r--_ (1) Basic Coverage - "Accident" "Accident" means a sudden and accidental breakdown of: (a) Any boiler; (b) Any fired or unfired pressure vessel subject to vacuum or internal pressure, other than the static pressure of its contents; and (c) Any piping and its accessory equipment. At the time the breakdown occurs, it must become apparent by physical damage that requires repair or replacement of the equipment or a part of the equipment. (2) Comprehensive Coverage "Accident" "Accident" means a sudden and .accidental breakdown of: (a) Any boiler; LAPP 001 c i oi9z ~ Page 25 of 29 CUSTOMIZED ASSET PROTECTION POLICY ' ~ (b) Any fired or unfired pressure vessel subject to vacuum or internal pressure other than the static pressure of its contents; (c) Any refrigeration or air conditioning system, piping and its accessory equipment; and Any mechanical or electrical machine or apparatus used for the generation, transmission or utilization of mechanical or electrical power. . At the time the breakdown occurs, it must become apparent by physical damage that requires repair or replacement of the equipment or a part of the equipment.. If covered electrical equipment requires drying out as a result cf flood, the drying out will be considered an "accident." If an initial "accident"causes other. "accidents," all will be considered one "accident." Ali "accidents" at any one location that become apparent at the same time and .are the result of the same cause will be considered one "accident.." h. Exclusions. (1) None of the following is an "accident": (a) Depletion, deterioration, corrosion or erosion, wear and tear; nor (b) The functioning of any safety or protective device.. (2) Under this coverage, we will not pay for loss caused by or resulting from: (a) The breakdown of any structure, foundation or setting supporting or housing any equipment; (b) The ~ir~akdown of any insulation or refractory material;. (c) The breakdown of any sewer piping, any underground gas piping or any piping forming a part of a sprinkler system;. (d) The breakdown of any water piping. other than boiler feed water piping, boiler condensate return piping or water piping forming a part of a refrigerating or air conditioning system; (e) The breakdown of any vehicle,. elevator, escalator, crane. or hoist; ' (f) Fire or combustion explosion whether that fire or combustion explosion causes an "accident," is caused by an "accident" or occurs at the same time as an "accident." With respect to any electrical equipment, this exclusion is changed to read: Fire or combustion explosion outside the equipment, whether that fire or combustion explosion causes an "accident," is caused by an "accident," or occurs at the same time as an "accident;" (g) An explosion of gas or unconsumed fuel within the furnace of any boiler or fired vessel or within the gas passages from the furnace to the atmosphere; (h) An "accident" caused directly. or indirectly by earth movement, including but not limited to earthquake, '.andslide, mudslide, subsidence or volcanic eruption; Page 26 of 29 cAP~ oe~ ctoi92> (i) Flood, unless an "accident" ensues;. or - - (j) Damage to media used with any electronic computer or electronic data processing equipment. i. Conditions - (1) Suspension When any equipment is found to be in, or exposed to a dangerous condition, any of our representatives may immediately suspend the insurance against loss from an "accident" to that equipment.. We can do this by mailing. or delivering a written notice of suspension to your address as shown in the Declarations, or at the address where the equipment is located. Once. suspended in this way, your insurance can be reinstated only by written notice from us. - If we suspend your insurance, you will get a pro rata refund of premium. But the suspension will be effective even if we have not yet made or offered a refund. (2) Reducing Your Loss As respects Business Income/Extra Expense and Spoilage, you must reduce your loss,. if possible, by: (a) Using due diligence and dispatch and all reasonable means to resume business, partially or completely; (b) Using merchandise or other-property. available to you; and - (c) Using the property. or services of others. 5. Optional k~nctional Replacement Cost Coverage a. For the property described in the Schedule. or Declarations, in the event of .loss or damage covered by this policy we will determine the value of Covered Property based on Functional Replacement Cost. Functional Replacement Cost means the cost to replace the property with similar property intended to perform the same function when replacement with identical property is impossible or unnecessary. b. We will not pay on a Functional Replacement Cost basis for any loss or damage: (1) Until the lost or damaged property is actually repaired or replaced; and (2) Unless. the repairs or replacement are made as soon as reasonably possible after the-loss or damage.. c. VJe-will not pay more for loss or damage on a Functional Replacement Cost basis than the least of: (1) The Limit of Insurance applicable to the lost or damaged property; (2) The cost to replace, on the same premises, the lost or damaged property with other property used for the same purpose; or (3) The amount you actually spend that is necessary to repair or replace the lost or damaged property. APP 001 c~oi9z~ Page 27 of 29 CUSTOMI~ ASS~i' PROTECTiUN POLICY s d. Other Insurance ' You may have other insurance covering the same property as this insurance. This insurance is primary-and will not contribute with any insurance except for other Functional Replacement Cost insurance. H. PROPERTY DEFINITIONS 1. "Operations".means your business activities occurring at the described premises.. 2. "Period of Restoration" means the period of time that: a. Begins with the date of direct physical loss or damage. caused by or resulting from any Covered Cause of Loss. at the described premises; .and b. .Ends on`the date when the property at the described premises should be repaired, rebuilt or replaced with. reasonable-speed and similar quality. "Period of Restoration" does not include any increased period required due to the enforcement of any ordinance or law that: c. Regulates the construction, use or repair, or requires the tearing down of any property; or d. Requires any insured or other to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or . in anyway respond to or assess the effects of "pollutants." The expiration date of this policy will not cut short the "period of restoration." 3. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials o be recycled, reconditioned or reclaimed. 4. "Speed Causes~of~T.oss" means the following: , . Fire; lightning; explosio~.~; windstorm or hail; smoke; aircraft or. vehicles; riot or civil commotion; vandalism; leakage from fire extinguishing equipment; sinkhole collapse; volcanic action; falling objects; weight of snow, ice or sleet; water damage. a. Sinkhole collapse means the sudden sinking or collapse of land. into underground empty spaces created by the action of water on limestone or dolomite. This cause of loss does not include: . (1) The cost of filling sinkholes; (Z) Sinking or collapse of land into man-made underground cavities; (3) Diminution in the value of land; or (4) Indirect loss, including but not limited to loss of use. b. Falling objects does not include loss of or damage to: (1) Personal Property in the open; or Page 28 of 29 CAPP 001 (10/92) (2) The interior of a building or structure, or property inside a building or structure, unless the roof or an outside-wall of the building`or structure is first damaged by a falling object. c. Water damage means accidental discharge or_leakage of water or steam. as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. ~e LAPP o01 c~oi9z> Pale 29 of 29