Loading...
HomeMy WebLinkAboutResolution - 2015-R0124 - Grant Management Agreement: North And East Lubbock Community Development Corp. - 04/09/2015Resolution No. 2015-RO124 April 9, 2015 Item No. 6.3 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK- THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Grant Management Agreement with North and East Lubbock Community Development Corporation for promoting economic development within the North and East areas of Lubbock. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council on April 9 , 2015. GLE .. lZbIlEff SON, MAYOR ATTEST: Re t cca Garza, City Secret) ecre ary APPROVED AS TO C Bill ,erton, Assistant Ci anager APPROVED AS TO FORM: Linda L. Chamales, Economic Development Attorney City Att' Linda Res -NE Lubbock Dev. Corp Grant Management Agreement -2014-15 March 26, 2015 Resolution No. 2015-RO124 GRANT MANAGEMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into between the CITY OF LUBBOCK, TEXAS, a municipal corporation ("City") and NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORPORATION a Texas not-for- profit corporation (the "Corporation"). PREAMBLE Pursuant to Local Government Code §380.002, Vernon's Texas Codes Annotated, the City of Lubbock (hereinafter called "City") has determined that it wishes to contract with a Texas Non -Profit Corporation for the purpose of promoting economic development within the North and East areas of the City. The Corporation desires to contract with the City of Lubbock for grants of municipal funds for the purpose of promoting, assisting and enhancing economic development. ARTICLE I PROGRAMS AND ACTIVITIES; TERM 1.01. Delegation. City hereby delegates to Corporation, and Corporation hereby accepts, responsibility for creating, managing, operating and supervising programs and activities for the purpose of promoting, assisting and enhancing economic development within the North and East areas of the City: (a) Housing development: Increase housing supply, land assemblage, and site development. (b) Community economic development: Provide project oversight and generate economic activity in the area. 1.02. Governmental Requirements. The Corporation shall conduct its programs and activities in accordance with all applicable laws, rules, statutes, and regulations of federal, state and local governments, including, without limitation, the provisions of Chapter 380 of the Local Government Code, as the same now exist or hereafter may be enacted and/or amended. 2015. 1.03. Term. This Agreement shall be for the fiscal year ending September 30, GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 1 ARTICLE II FISCAL MATTERS 2.01. Funding. City agrees to provide for programs for the public purposes of development and diversification of the economy of the North and East areas of the City, reduction of unemployment and underemployment and development and expansion of commerce in the North and East areas of the City. The City hereby finds that programs within the limits described above are within the scope of Section 380.002 of the Texas Local Government Code and the City hereby delegates to the governing body of the Corporation the authority to determine the priorities and funding of individual programs to the extent allowed by law and subject to a proper and complete accounting of any public funds expended. 2.02. Budgets. The corporation shall prepare and submit to City a detailed annual budget in a form acceptable to City. City and Corporation contemplate that the budget shall be submitted in a form similar to the form used by City's departments in its internal budgeting process, provided that such form may be varied by agreement of City and Corporation. Each budget shall be submitted to City in accordance with the City's budget calendar of the fiscal year to which the budget relates. The City shall notify Corporation of the budget calendar each year in the same manner as it does its own internal departments. Upon receipt of Corporation's proposed budget, City shall review such budget and promptly notify Corporation of any changes and/or supplements to the proposed budget that the City believes are necessary. City and Corporation agree to work with one another and cooperate in good faith to address any such changes and/or supplements to the proposed budget. Following completion of any revisions to the proposed budget, City shall submit the proposed budget to the City Council for review and approval by the City Council in accordance with Chapter 102, Local Government Code, and Chapter 1, Article X, Paragraph 4, Lubbock City Charter. The City's final approval of the budget, including any further revisions thereto which may be required by the City Council, shall be in writing. 2.03. Grant Terms. (a) Grant Amount. The City shall fund to Corporation the total grant amount of Three Hundred Forty Two Thousand Four Hundred Eighty Five Dollars ($342,485) for the purposes stated in this Agreement. Upon approval of this Agreement by the City Council, an Eighty Five Thousand Six Hundred Twenty One Dollars and Twenty Five Cents ($85,621.25) payment shall be made to the Corporation. The remainder of the grant shall be paid in three payments in the amount of $85,621.25, due July 1, August 1, and September 1, 2015. All grant amounts distributed to the GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 2 Corporation shall be subject to and administered in accordance with this Grant Management Agreement. All such grant amounts distributed to the Corporation shall be subject to and administered in accordance with this Grant Management Agreement. (b) Performance Measures and Deliverables. Corporation shall make every effort to complete the "Proposed Performance Measures and Deliverables for FY2014-15" which are attached as Exhibit A and incorporated herein. Corporation representatives shall meet with City staff on a quarterly basis to discuss Corporation's progress in meeting the performance measures and deliverables. The parties will review and update these performance measures and deliverable as situations change in the housing and economic development of the north and east areas of Lubbock. At the end of the year, staff will evaluate the progress made and report to the City Council. (c) Unexpended Funds. To the extent any unexpended funds shall remain at the end of a fiscal year, such unexpended funds are re -appropriated to Corporation for use during the following fiscal year. Unless such unexpended funds already have been included in the approved budget for the following fiscal year or City and Corporation otherwise agree, Corporation shall determine the budget account or accounts in which such excess funds remain and the excess funds shall be added to the same account or accounts in the following budget in the same proportion. 2.04. Expenditures. Funds received by Corporation under the terms of this Agreement may be spent for day-to-day operations of the Corporation, supplies, salaries, office rental, travel expenses, expenses related to the preparation of business development incentives, for sums to be paid as incentives as a part of a program of grants and loans and other administrative costs, provided that no such revenues may be spent for the conduct of an activity the primary purpose of which is not directly related to the purposes described in paragraph 1.01 above. Corporation shall not make any expenditures using funds provided hereunder unless such expenditures are incurred pursuant to the terms of a budget approved by City as provided in this Agreement. 2.05. Financial Renortin;;. Corporation shall maintain complete and accurate financial records of each expenditure of funds provided by City pursuant to the terms of this Agreement. All financial records of Corporation shall be maintained on an accrual basis, in accordance with the Government Accounting Standards, Board rules, and guidelines consistently applied. Within thirty (30) days following the end of each fiscal quarter, Corporation shall provide to City a written financial statement for such quarter showing all revenues received by Corporation from City with respect to such quarter and listing all GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 3 expenditures of the Corporation during such fiscal quarter in carrying out its programs and services under this Agreement. In addition, Corporation shall submit to City a quarterly report showing all items related to Corporation's long term commitments to third parties. Corporation agrees to make all of its records available to City and, to the extent required by law, to other persons, provided that any inspection or review of Corporation's financial records shall be conducted only during Corporation's normal business hours at its offices. City, at its option, shall be entitled to have an audit of Corporation's financial records conducted by an auditor of City's choosing. Any deficiencies noted in audits conducted by City or the auditor of its choosing shall be fully corrected by Corporation within thirty (30) days after receipt of notice of such deficiencies. However, if the nature of the deficiency is such that both parties agree that the deficiency cannot be reasonably cured in thirty (30) days due to economical, financial, or feasibility factors, then the parties shall agree upon a schedule and a plan to cure said deficiency. Corporation agrees to abide by any such agreed upon schedule and plan to cure. Additionally, City is aware of the fact that Corporation shall have a complete audit of its financial affairs conducted following the end of each fiscal year by Corporation's independent auditor, and Corporation agrees to provide City with a copy of any audit report furnished to Corporation. 2.06. Fiscal Year. For purposes of this Agreement, Corporation's fiscal year shall begin on October 1 of each calendar year and shall end on September 30 of the following calendar year. 2.07. Other Revenue. Nothing contained in this Agreement shall prohibit Corporation from obtaining funding for its programs and activities from other sources, including charitable contributions and grants from private foundations and governmental organizations. All funds received by Corporation pursuant to the terms of this Agreement shall be maintained in a segregated account and shall not be commingled with any other funds belonging to Corporation. No funds paid to Corporation pursuant to this Agreement shall be used for any purpose other than the purposes stated in Section 1.01 and 2.04 of this Agreement and, to the extent the Corporation incurs expenditures in connection with the programs and activities described in Section 1.01 which also benefit other programs and activities conducted by Corporation, such expenditures shall be allocated equitably among the various funding sources available to Corporation based upon the relative benefits of such expenditures to the various programs and activities conducted by Corporation. 2.08. Insurance. Corporation shall procure and carry, at its sole cost and expense during the term of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to the City, carried with an insurance company authorized to transact business in the State of Texas, covering all foreseeable aspects and operations in connection with the activities contemplated under this Agreement. A Certificate of Insurance specifying each and all coverages shall be submitted to the City GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 4 no later than thirty (30) days subsequent to the date of this agreement. Corporation shall provide to the City proof of the below -described insurance on or before fourteen (14) days prior to the expiration date of each expiring policy, and cause each required policy to require the insurer to (i) give notice to the City, as specified herein, of termination of any such policy sixty (60) days before such termination is to be effective; and (ii) contain a waiver of any and all of the insurers rights to subrogation that any such insurer or insurers may acquire by virtue of payment of any loss under such insurance. (a) Crime insurance. Corporation shall have Crime Insurance in the amount of $100,000.00 that includes form A, employee dishonest coverage and form B, forgery or alteration coverage. (b) Surety Bond. The Director for the Corporation must maintain a surety bond in the amount of $100,000.00 naming himself or herself as the obligee and the City as the principal. ARTICLE III PERSONNEL 3.01. Personnel. Corporation shall set the qualifications for and shall hire any and all personnel Corporation deems necessary to discharge its responsibilities under the terms of this Agreement and shall have the authority to fix the compensation and other benefits payable to Corporation's employees. Corporation, in carrying on its programs and activities hereunder, shall be acting solely as an independent contractor and not as an agent or employee of City. All employees of Corporation shall have the sole right and authority to direct the time, place and manner in which its employees perform the tasks for which they are hired, and shall be solely responsible for all income tax withholding, benefits, unemployment compensation payments and other expenses associated with such employees. All contacts between City and Corporation personnel shall be coordinated through the President of Corporation's Board of Directors or such other person or persons as the Corporation's Board of Directors may designate. ARTICLE IV OFFICES 4.01. The offices of the Corporation shall be those described in its Articles of Incorporation. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 5 ARTICLE V TERMINATION 5.01. Termination. This Agreement may be terminated at the end of its term as provided in Section 1.03, by mutual agreement of City and Corporation, or by default by either City or Corporation as provided in Section 5.02. In addition, notwithstanding anything to the contrary herein, either City or Corporation may terminate this Agreement at any time by giving 30 days written notice. 5.02. Default. Neither party shall be deemed to be in default under the terms of this Agreement unless and until it has received written notice from the other party specifically describing any failure on its part to perform its duties and obligations hereunder and does not cure such failure within thirty (30) days following receipt of such written notice from the other party, provided, however, that in the event the nature of the failure is such that it reasonably cannot be cured within said thirty -day period, no default shall occur hereunder so long as the party failing to perform commences to cure such failure within said thirty -day period and thereafter diligently and in good faith prosecutes such cure to completion. Financial inability or delay shall not be deemed to be sufficient cause to extend the cure period, unless any failure to perform by Corporation results from City's failure to timely pay to Corporation funds in the amounts and at the times provided elsewhere in this Agreement. 5.03. Remedies Upon Default. If an event of default shall occur under this Agreement, the non -defaulting party may terminate this Agreement upon written notice to the defaulting party and thereafter pursue such other remedies against the defaulting party as may be permitted by applicable law. ARTICLE VI MISCELLANEOUS 6.01. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modification or amendment of this Agreement shall be in writing and executed by both parties. 6.02. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of Texas and the laws of the United States applicable to transactions in Texas. 6.03. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 6 6.04. Severability. If any provision of this Agreement or the application thereof to any person or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to persons or circumstances, other than those as to which it is determined invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law. 6.05. Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. 6.06. Notices. (a) Any notice, report, request or demand required, permitted or desired to be given under this Agreement (hereinafter collectively referred to as "Notices") shall be in writing and shall be deemed to have been properly given or served when mailed by registered or certified mail, return receipt requested or personally delivered to the respective party at the following addresses: If to Corporation: Executive Director North & East Lubbock Community Development Corporation P. O. Box 3893 Lubbock, Texas 79452 If to City: City Manager City of Lubbock P. O. Box 2000 Lubbock, Texas 79457-0001 (b) Any addressee or name specified above may be changed by a Notice given by the addressee to the other party in accordance with Section 6.06(a) above. (c) All Notices shall be deemed effective as of the date of mailing or on the date of personal delivery, as appropriate. Any Notice to be given by and party hereto may be given by counsel for such party. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 7 6.07. Interpretation. Whenever herein the singular number is used, the same shall include the plural. and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. 6.08. Time. Time is of the essence to this Agreement and the obligations of the parties hereunder; provided, however, that if any date specified herein for performance of any duty, obligation or responsibility shall fall on a Saturday, Sunday or legal holiday for national banks doing business in Texas, the time for such performance shall be extended until the next day which is not a Saturday, Sunday or legal holiday for national banks doing business in Texas. EXECUTED this 9th day of April , 2015. CITY: CITY OF LUBBOCK, TEX S BY: GLE . RO E SON, MAYOR CORPORATION: NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORPORATION BY: David Haynes, Chairthan ATTEST: Rebe ca Garza, Secretary APPROVED S TO C Bill H erton, Assistal T: ify Manager APPROVED AS TO FORM: Linda L. Chamales, Economic Development Attorney City att/Lmda TSL Lubbock CDC Grant Management Agmt FY 2014-15 April 9, 2015 GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 8 PHILADELPHIA INSURANCE COMPANIES A Alember of the Tokio Marine Group One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 610.617.7900 • Fax 610.617.7940 • PHLY.com 11.2611014 North & East Lubbock Community Development Corp. PO Box 3893 Lubbock, TX 79452-3893 Re: PHPK1262162 Dear Valued Customer: Thank you very much for choosing Philadelphia Indemnity Insurance Company for your insurance needs. Our first class customer service, national presence and A++ (Superior) A.M. Best financial strength rating have made us the selection by over 150,000 policyholders nationwide. I realize you have a choice in insurance companies and truly appreciate your business. I wish you much success this year and look forward to building a mutually beneficial business partnership which will prosper for years to come. Welcome to PHLY and please visit PHLY.com to learn more about our Company! Sincerely, etr��(D Robert D. O'Leary Jr. President & CEO Philadelphia Insurance Companies RDO/sm Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Tokio Marine Specialty Insurance Co • Maguire Insurance Agency, Inc. Enroll Today! • Receive Invoices Electronically • Pay Your Bills Online • Set Up Recurring Payments • Available 24/7 • Safe and Secure • NO FEE! • Environmentally Friendly Pay Your Bill Online To pay your bills online you will need a User ID and Password to access our website. If you don't have a User ID please create one by visiting thhi-s/Lwww.PHLY.com/mvohiv/newuserasox. If you have a User ID, please login and click on "Online Bill Pay" and enter the necessary information to pay your bills. Philadelphia Insurance Companies accepts electronic checks (a debit from your checking or savings account) as a method of payment. Please allow 2 to 3 business days for your payment to post to your account. This service is offered free of charge. Please note that credit card payments cannot be made online. Recurring Payment Customers that receive their bill directly (and not from their agent) can sign up for recurring payment via automatic withdrawals from a checking, savings, or money market account for direct bill policies. If you do not already have an account on PHLY.com you will need to create one by visiting hffps://www.PHLY.com/myphly/newuser.aspx. Once logged in please refer to "Links for You" and click the "Recurring Payment Instructions" to learn how to enroll. You can also click the "Online Bill Pay" tab on the left hand side to enroll in Recurring Payment. How to Create an Account on PHLY.com 1. Go to https://www.PHLY.com/myhly/nomserasp 2. Select the applicable BUTTON (insured or producer). 3. Complete the information on the page: • You will CREATE your own USER NAME and PASSWORD. • The password must be at least 7 characters and contain one number, one lower case letter, and one capital letter. 4. Click CONTINUE when done. 5. On the next page, complete the PASSWORD RESET QUESTION. If you ever forget your password, we will ask you this security question and you will enter the answer you have selected. b. Once you have received the page that states: "CONTINUE TO MY PHLY," then you have successfully created the account. ®PHILADELPHIA INSURANCE COMPANIES A Menther of the Tokio Marine Group Focus on the Things that Matter, We'll Handle the Risk!e U zi,ista PHLY CUSTOMER SERVICE Did you know... • PHLY has a dedicated National Processing Center to efficiently and effectively process endorsements • The Loss Assistance Hotline provides Management & Professional Liability policyholders with 2 FREE HOURS of legal consultation with knowledgeable attorneys on any matter that could potentially result in a claim under a PHLY policy • You can review billing and payment history online For example: Payment veri6cafions go to MyPHLY on PHLY.com • You can pull up and print your invoices and policy documents online • You can update your profile online For example: Billing address changes and contact information • We offer live help within seconds: No complicated phone systems • 97.3% of our policyholders would refer us to prospective customers* • 48 hour turnaround time on small business quotes and policy issuance in less than 10 days • We provide interest free installments for accounts that generate at least $2,000 in premium Frequently Asked Questions How can 1 get information about my insurance? There are 5 different ways to contact Customer Service • Customer Service 877.438.7459 • Customer Service Fax 866.847.4046 • Customer Service Email: custserv@phlyins.com • Customer Service Online chat • PHLY.com — "Contact Us" When can 1 contact Customer Service? Customer Service is available Monday - Friday from 8:30 a.m. - 8:00 p.m. EST What forms of payment does PHLY accept? PHLY accepts 3 forms of payment: • Checks sent to the lock box • Check by phone payments through our IVR (877.438.7459 —Option 11, web site, or contact center representatives • Credit card payments through our live contact center representatives (Visa, MasterCard and American Express) A Passion for Service! Claims • Average policyholder first party automobile losses settled in 10 days or less • Some or next business day acknowledgements of newly reported and opened claims • Claims representation nationally, with Commercial Liability Claims Examiner Niche expertise • 24/7 Claims Service. Staff efficiencies with paperless and industry leading systems • Staff of Subrogation and Recovery Examiners exclusively dedicated to recovery efforts for policyholder paid losses • Experienced, consistent staff and department structure Risk Management Services • Product specific web -based Risk Management Services solutions through PHLY.com • Free online interactive Defensive Driver Training course and examination • Regular a -flyer communications on current Risk Management Services issues and Large Loss Lessons Learned • Strategic partnership with best in class vendor for discounted background & motor vehicle record (MVR) checks Automatically included on most accounts PHLY Bell endorsement - Includes $50,000 limits each for Business Travel Accident Benefit, Donation Assurance, Emergency Real Estate Consulting Fee, Identity Theft Expense, Image Restoration and Counseling, Key Individual Replacement Expenses, Kidnap Expense, Terrorism Travel Reimbursement, Workplace Violence Counseling. $25,000 limits for each Conference Cancellation, Fundraising Event Blackout, Political Unrest ($5,000 per employee), Temporary Meeting Space Reimbursement and$1,500 Travel Delay Reimbursement. Honors, Awards and Ratings • Nationally recognized as a member of Ward's Top 50 Benchmark group of Property/Casualty Insurance companies for outstanding achievement in the areas of financial strength, claims performance and consistently favorable underwriting results • Forbes Magazine has recognized Philadelphia Insurance Companies as one of the 400 Best Big Companies in America • A++ (Superior) rated by A.M. Best Company • A+ rated by Standard & Poor's for counterparty credit and financial strength • Business Insurance's Best Places to Work in Insurance program 'dentifies and recognizes Philadelphia Insurance Companies as a high-quality workplaces in the commercial insurance industry Philadelphia Insurance Companies is the marketing name for the insurance company subsidiaries of the P delphia Consolidated Holding Corp. a Member of the Tokio Marine Group. Coverage(s) described may not be available in all states and are subject to Underwriting and certain cc agelsi may be provided by a surplus Innes insurer. Surplus lines insurers do not generally participate in state guaranty funds and insureds are therefore not protected by such funds © 201 Philadelphia Consolidated Holding Corp , All Rights Reserved. `All statistics contained herein were generated via on internal company survey of active policy holders '— TOKIO MARINE GROU' PHLY HAS INCREASED LIMITS... PHLY has increased limits on Bell Endorsement and created a Crisis Management Endorsement that will be attached to our policies. Bell Endorsement $50,000 Identity Theft Expense — coverage which reimburses the expenses of any director or officer who becomes a victim of an incident of identity theft. $50,000 Terrorism Travel Reimbursement— which covers any director or officer for emergency travel expenses that he or she incurs in the event of a "certified act of terrorism". $50,000 Emergency Real Estate Consulting Fee — coverage for realtor's fee or real estate consultant's fee necessitated by the Insured's need to relocate due to the "Unforeseeable destruction" of the Insured's principal location. $25,000 Temporary Meeting Space Reimbursement — coverage for rental of meeting space which is necessitated by the temporary unavailability of the Insured's primary office space due to the failure of a climate control system, or leakage of a hot water heater. $50,000 Workplace Violence Counseling — in the event that a violent incident occurs at any of the Insured's premises. $50,000 Kidnap Expense — coverage for reasonable fees incurred as a result of the kidnapping of a Director or Officer or their spouse, "domestic partner," parent or child. $50,000 Key Individual Replacement Expenses — coverage for the Chief Executive Officer or Executive Director who suffers an "injury' which results in the loss of life. No deductible applies to this coverage. $50,000 Image Restoration and Counseling — coverage for image restoration and counseling arising out of "Improper Acts." $50,000 Donation Assurance — coverage for "Failed Donation Claimjsj. ° $50,000 Business Travel — coverage for Business Travel Accidental Death Benefit to the Named Insured if a Director or Officer suffers an "injury" while traveling on a common carrier for business. $25,000 Conference Cancellation — coverage for any business- related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a "natural catastrophe" or a "communicable disease" outbreak that forces the cancellation of the conference. $25,000 Fundraising Event Blackout — coverage for expenses that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re -scheduled. The fundraising event must have been planned at least thirty 1301 days prior to the power outage. $5,000 per employee: $25,000 policy limit Political Unrest — coverage to reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for "emergency evacuation expenses" that are incurred as a result of an incident of "political unrest." $1,500 Travel Delay Reimbursement — coverage to reimburse any present cl rector or officer of the named insured for any "non - reimbursable expenses" they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. Crisis Management $25,000 Crisis Management — coverage for "crisis management emergency response expenses" incurred because of an "incident" giving rise to a "crisis." Philadelphia Insurance Companies is the marketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the io<io Marine Group. Your Insurance pol cy and not the n=ormokon contained n this aocumem,'ouns the contract between y.0 and your insurance company If there s a discrepancy or conflict between :he inforrnotron co-tained herei- and your policy, your policy takes precedence. All coverages are not available in all states due to state insurance regulations. Certain coveragelsl may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in stare guaranty funds and insureds are therefore not protected by such funds. I © 20' 12012 Philadelphia Insurance Companies, All Rights Reserved. TOKIO MARINE _.cizou r PHILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 A Member of the'1'okio Marine Group PHLY.com Philadelphia Indemnity Insurance Company Commercial Lines Policy THIS POLICY CONSISTS OF: - DECLARATIONS - COMMON POLICY CONDITIONS - ONE OR MORE COVERAGE PARTS. A COVERAGE PART CONSISTS OF: • ONE OR MORE COVERAGE FORMS • APPLICABLE FORMS AND ENDORSEMENTS BJP -190-1 (12-98) PHLY RISK MANAGEMENT SERVICES Welcome to PHLY Risk Management Services, PHLY is familiar with the unique Risk Management Services programming needs of you organization and has achieved superior results in this area.. We are committed to delivering quality and timely loss prevention services and risk control products to your organization. Customer satisfaction through the delivery of these professional products to achieve measurable risk improvement results is our goal. We know the fulfillment of our Risk Management Services commitment is not complete until we deliver upon our promises. OUR MISSION: We welcome the opportunity to demonstrate how we can tailor a risk management program suitable to our customer's needs. We are committed to providing our customers with improved communications, quicker implementation of loss control servicing initiatives, and specific benchmarking goals that help us quantify the true value of our services. OUR MOTTO: "Innovative Services Producing Optimum Results:" This mantra reflects our commitment to utilize innovative products and solutions to help our customers achieve measurable results. Customer satisfaction through the delivery of these quality professional products is our goal. We know the fulfillment of our Risk Management Services commitment is not complete until we deliver upon our promises. In order to gain full access to these resources and others, please take a moment to register on our website. If you already have an id to PHLY.com, please Lgjn to access Risk Management Services resources. Risk Management Resources • AbusePrevention Systems/Ministry Safe • Human Services - Abuse Prevention Training • Home Health Aides - Abuse Prevention Training • PHLY Risk Management Services e -training • PureSafey lonline driver training course) • PureSafey lonline safety training & software for incident, injury and illness management) • Nonprofit Risk Management Center • IntelliCorp Records, Inc. • SafetyFirst (fleet monitoring program) • WEMED Loss Assistance Hotline • in2vate: Web -enabled EPLI (employment practices liability insurance) Risk Management Services • Safe -Wise: Youth Services Organizations & Aquatics Proprietary Risk Management Services • PHLY Risk Management Services E -flyers • Large Account Service Capabilities • Loss Trend Analysis/Risk Management Information System • Responding to Risk Management Services Recommendations Outside the Box • ePIC Risk Management Services (unbundled — for fee) Contact • For more information please contact: Customer Service 800.873.4552 IMPORTANT NO ICE The information and suggestions presented by Philadelphia Indemnity Insurance Company in this e -brochure is for your consideration in your loss prevention efforts. - crenot intended to be comple e or def -itwe in tdenr byi-g all hazards cssoc creel wish yo_r bus ness. preventing workplace accidents, or complying with any safety related, or other, laws o a qs. You ore encouraged to olter t -em to fit the specific hazards of your busi-ess and lc �cve your legal counsel review all of your plans and company policies. P ad p a Insurance Companies is the marketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the Tokio Marine Group. Your insurance r d -)t the nfo,Tot,on contained in ih s docurnem, forms the contract between y -u and your Insurc,ce comfocny If there is a discrepancy or co^flict between the information contained her=s- ❑ d r our policy takes precedence. All coverages are nor available in all stores due to state insurance regulations. Certain coverage(s) may be provided by a surplus lines insurer. Surplus I d of generally participate in state guaranty funds and insureds are therefore not protected by such funds. I © 2013 Philadelphia Consolidated Holding Corp., All Rights Reserved. V'W.W" ..e &% .BEST TOKIO MARINE GROUP IN WITNESS WHEREOF, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless signed by our authorized representative. President & CEO Secretary BJP -190-1 (12-98) IMPORTANT NOTICE To obtain information or make a complaint: 1 You may call Philadelphia Indemnity Insurance Company toll-free telephone number for information or to make a complaint at: 1-877-438-7459 2 You may also write to Philadelphia Indemnity Insurance Company at: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 FAX # (610) 617-7940 3 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: 1-800-252-3439 4 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.texas.gov E-mail: ConsumerProtection@tdi.texas.gov 5 PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact Philadelphia Indemnity Insurance Company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. 6 ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. PI -Notice TX (01/13) AVISO IMPORTANTE Para obtener informacion o para someter una queja: Usted puede Ilamar al numero de telefono gratis de Philadelphia Indemnity Insurance Company para informacion o para someter una queja al: 1-877-438-7459 Usted tambien puede escribir a Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 FAX # (610) 617-7940 Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.texas.aov E-mail: ConsumerProtection@tdi.texas.gov DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el Philadelphia Indemnity Insurance Company primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. PP 07 13 (07/13) PRIVACY POLICY NOTICE Philadelphia Indemnity Insurance Company The Philadelphia Indemnity Insurance Company (or "We") value(s) your privacy and we are committed to protecting personal information that we collect during the course of our business relationship with you. The collection, use and disclosure of certain nonpublic personal information are regulated by law. This notice is for your information only and requires no action on your part. It will inform you about the types of information that we collect and how it may be disclosed. This does not reflect a change in the way we do business or handle your information. Information We Collect: We collect personal information about you from the following sources: • Applications or other forms such as claims forms or underwriting questionnaires completed by you; • Information about your transactions with us, our affiliates or others; and • Depending on the type of transaction you are conducting with us, information may be collected from consumer reporting agencies, health care providers, employers and other third parties. Information We Disclose: We will only disclose the information described above to our affiliates and non-affiliated third parties, as permitted by law, and when necessary to conduct our normal business activities. For example, we may make disclosures to the following types of third parties: • Your agent or broker (producer); • Parties who perform a business, professional or insurance functions for our company, including our reinsurance • companies; • Independent claims adjusters, investigators, attorneys, other insurers or medical care providers who need information to investigate, defend or settle a claim involving you; • Regulatory agencies in connection with the regulation of our business; and • Lienholders, mortgagees, lessors or other persons shown on our records as having a legal or beneficial interest in your policy. We do not sell your information to others for marketing purposes. We do not disclose the personal information of persons who have ceased to be our customers. Protection of Information: Philadelphia Indemnity Insurance Company maintains physical, electronic and procedural safeguards that comply with state and federal regulations to protect the confidentiality of your personal information. We also limit employee access to personally identifiable information to those with a business reason for knowing such information. Use of Cookies: We may place electronic "cookies" in the browser files of your computer when you access this website. Cookies are text files placed on your computer to enable our systems to recognize your browser and to tailor the information on our website to your interests. We or our third party service providers or business partners may place cookies on your computer's hard drive to enable us to match personal information that we maintain about you so that we are able to pre - populate on-line forms with your information. We also use cookies to help us analyze use of our website to understand which areas of our site are most useful to you. You may refuse the use of cookies by selecting the appropriate settings on your browser. Please note that if you do this, you may not be able to use the full functionality of the website. How to Contact Us: Philadelphia Indemnity Insurance Company, One Bala Plaza, Suite 100, Bala Cynwyd, PA 19004 Attention: Chief Privacy Officer 07192013 PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY.com Philadelphia Indemnity Insurance Company COMMON POLICY DECLARATIONS Policy Number: PHPK1262162 Named Insured and Mailing Address: North & East Lubbock Community Development Corp. PO Box 3893 Lubbock, TX 79452-3893 Policy Period From: 11/12/2014 To: 11/12/2015 Business Description: Non Profit Organization Producer: 31130 Cam Fannin Insurance Agency PO Box 6745 Lubbock, TX 79493 at 12:01 A.M. Standard Time at your mailing address shown above. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. Commercial Property Coverage Part Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto Coverage Part Businessowners Workers Compensation Total Total Includes Federal Terrorism Risk Insurance Act Coverage PREMIUM 212.00 457.00 273.00 207.00 $ 1,149.00 FORM (S) AND ENDORSEMENT (S) MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule 'Omits applicable Forms and Endorsements if shown in specific Coverage Part/Coverage Form Declarations CPD- PIIC (01/07) Countersignature Date Authorized Representative 4.00 Philadelphia Indemnity Insurance Company Form Schedule — Policy Policy Number: PHPK1262162 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description Recurring Payment Flyer 1212 Recurring Payment Flyer CSNotice-1 0813 Making Things Easier BJP -190-1 1298 Commercial Lines Policy Jacket PI -Notice TX 0113 Important Notice PP0713 0713 Privacy Policy Notice CPD-PIIC 0107 Common Policy Declarations Location Schedule 0100 Location Schedule PI -BELL -1 TX 1109 Bell Endorsement PI -CME -1 1009 Crisis Management Enhancement Endorsement IL0017 1198 Common Policy Conditions IL0021 0908 Nuclear Energy Liability Exclusion Endorsement IL0168 0312 Texas Changes - Duties IL0171 0907 Texas Changes - Loss Payment IL0275 0907 Texas Changes - Cancellation and Nonrenewal IL0288 0907 Texas Changes - Cancellation and Nonrenewal IL0985 0108 Disclosure Pursuant to Terrorism Risk Insurance Act IL0986 0308 Excl of Certified Acts of Terrorism Involving Nuclear PI-LCN-TX 0812 Texas Policyholder Notice PI -TER -DNI 0112 Disclosure Notice of Terrorism Ins Coverage Rejection Page 1 of 1 Philadelphia Indemnity Insurance Company Locations Schedule Policy Number: PHPK1262162 Prems. Bldg. No. No. Address 0001 0001 1708 Crickets Ave Lubbock, TX 79401-5127 Page 1 of COMMERCIAL PROPERTY CP P 004 07 06 EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA ADVISORY NOTICE TO POLICYHOLDERS This Notice does not form a part of your insurance contract. No coverage is provided by this Notice, nor can it be construed to replace any provisions of your policy (including its endorsements). If there is any conflict between this Notice and the policy (including its endorsements), the provisions of the policy (including its endorsements) shall prevail. Carefully read your policy, including the endorsements attached to your policy. This Notice provides information concerning the following new endorsement, which applies to your new or re- newal policy being issued by us: Exclusion Of Loss Due To Virus Or Bacteria Endorsement CP 0175 07 06 This endorsement makes an explicit statement regarding a risk that is not covered under your Commercial Prop- erty insurance. It points out that there is no coverage under such insurance for loss or damage caused by or re- sulting from any virus, bacterium or other microorganism that induces or is capable of inducing physical distress, illness or disease. The exclusion in this endorsement applies to all coverages provided by your Commercial Prop- erty insurance, including (if any) property damage and business income coverages. CP P 004 07 06 © ISO Properties, Inc., 2006 Page 1 of 1 COMMERCIAL PROPERTY CP P 011 08 08 WATER EXCLUSION ENDORSEMENT ADVISORY NOTICE TO POLICYHOLDERS This Notice does not form a part of your insurance contract. No coverage is provided by this Notice, nor can it be construed to replace any provisions of your policy (including its endorsements). If there is any conflict between this Notice and the policy (including its endorsements), the provisions of the policy (including its endorse- ments) shall prevail. Carefully read your policy, including the endorsements attached to your policy. This Notice provides information concerning the following new endorsement, which applies to your new or re- newal policy being issued by us: Water Exclusion Endorsement CP 10 32 08 08 This endorsement replaces the current water exclusion in your policy with a revised exclusion. The revised exclu- sion contains language reinforcing the scope of the water exclusion, and explicitly states that such exclusion applies regardless of whether the water damage is caused by an act of nature or is otherwise caused. Specific mention is made of various boundary or containment systems such as dams and levees to further highlight this point. Further, express references to tsunami, storm surge and waterborne material are also added to the exclu- sion. The exclusion in this endorsement applies to all coverages provided by your Commercial Property insurance, including (if any) property damage and business income coverages, unless stated otherwise in your policy. CP P 011 08 08 © Insurance Services Office, Inc., 2008 Page 1 of 1 ILN1780313 TEXAS PERIOD TO FILE A CLAIM OR BRING LEGAL ACTION AGAINST US NOTICE - WINDSTORM OR HAIL - CATASTROPHE AREA This Notice does not form a part of your insurance contract. No coverage is provided by this Notice, nor can it be construed to replace any provisions of your policy (including its endorsements). If there is any conflict between this Notice and the policy (including its endorsements), the provisions of the policy (including its endorsements) shall prevail. Carefully read your policy, including the endorsements attached to your policy. In accordance with Texas Insurance Code Section 2301.010(f), we are notifying you that: 1. With respect to loss or damage in the State of Texas caused by windstorm or hail in the catastrophe area, as defined by the Texas Insurance Code, any claim must be filed with us not later than one year after the date of the loss or damage that is the subject of the claim, except that a claim may be filed after the first anniversary of the date of the loss or damage for good cause shown by the person filing the claim; and 2. Any legal action brought against us under the policy for loss or damage in the State of Texas caused by windstorm or hail in the catastrophe area, as defined by the Texas Insurance Code, must be brought within the earlier of the following: a. Two years and one day from the date we accept or reject the claim; or b. Three years and one day from the date of the loss or damage that is the subject of the claim. IL N 178 03 13 © Insurance Services Office, Inc., 2013 Page 1 of 1 Philadelphia Indemnity Insurance Company COMMERCIAL PROPERTY COVERAGE PART DECLARATIONS Policy Number: PHPK1262162 Named Insured: North & East Lubbock Community ® See Supplemental Schedule BUSINESS DESCRIPTION: Non Profit Organization Agent # 31130 DESCRIPTION OF PREMISES: Prem. Bldg No. No. Location, Fire Protection/Construction and Occupancy SEE SCHEDULE ATTACHED COVERAGES PROVIDED: Insurance at the described premises applies only for coverages for which a limit of insurance is shown or for which an entry is made. Prem. Bldg. Limit of Causes of No. No. Coverage Insurance Loss Form (1) Coinsurance(2) Deductible SEE SCHEDULE ATTACHED OPTIONAL COVERAGES: Prem. Bldg. Agreed Value Replacement Cost Inflation No. No. Coverage Amount Expiration Date Incl. Stock Guard SEE SCHEDULE ATTACHED OPTIONAL COVERAGES: APPLIES TO BUSINESS INCOME ONLY Prem. Bldg. Agreed Value Agreed Value Monthly Limit of Maximum Period of Extended Period of No. No. Date Amount Indemnity (Fraction) Indemnity Indemnity (Days) SEE SCHEDULE ATTACHED DEDUCTIBLE: SEE SCHEDULE ATTACHED MORTGAGE HOLDERS: Refer To Mortgagee/Loss Payee Schedule FORM(S) AND ENDORSEMENT(S) APPLICABLE TO THIS COVERAGE PART: Refer To Forms Schedule TOTAL PREMIUM FOR THIS COVERAGE PART $ 212.00 (1) EQ (if shown) = Earthquake (2) Coinsurance %, Extra Expense %, Limits on Loss Payment or Value Reporting Form Symbol Countersignature Date Authorized Representative Philadelphia Indemnity Insurance Company Form Schedule — Property Policy Number: PHPK1262162 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: FORMS APPLICABLE TO ALL PREMISES AND COVERAGES Form Edition Description CP P 004 0706 Excl Of Loss Due To Virus Or Bacteria Advisory Notice CP P 011 0808 Water Exclusion Endt Advisory Notice to Policyholders IL N 178 0313 Texas Period To File A Claim Or Bring Legal Action Property Dec 0100 Property Declarations Property Schedule 0100 Property Supplemental Schedule CP0090 0788 Commercial Property Conditions CP0142 0312 Texas Changes CP0162 0602 TX -Limitation on Fungus, Wet Rot, Dry Rot and Bacteria CP0175 0706 Exclusion Of Loss Due To Virus Or Bacteria CP1032 0808 Water Exclusion Endorsement PI -BM -001 0313 Equipment Breakdown Protection Endorsement PI -BM -TX -1 1203 Texas Change Endorsement PI -CP -002 0204 Changes - Electronic Data FORMS APPLICABLE TO SPECIFIC PREMISES AND COVERAGES Form Edition Description CP0010 1000 Building and Personal Property Coverage Form TX PREMS 001 BLDG 001 BUSINESS PERS PROPERTY CP0030 1000 Business Income (And Extra Expense) Coverage Form CP1030 1000 Causes of Loss - Special Form TX PREMS 001 BLDG 001 BUSINESS PERS PROPERTY PI-EPE-HS 0609 Elite Property Enhancement: Human Services PI -NP -007 TX 0601 Loss of Income Due to Workplace Violence Page 1 of 1 Philadelphia Indemnity Insurance Company COMMERCIAL PROPERTY COVERAGE PART SUPPLEMENTAL SCHEDULE Policy Number: PHPK1262162 Named Insured: North & East Lubbock Community Agent# 31130 DESCRIPTION OF PREMISES: Prem. Bldg. No. No. Location, Fire Protection/Construction and Occupancy 001 001 1708 Crickets Ave Lubbock, TX 79401-5127 OFFICE PC 02 JOISTED MASONRY COVERAGES PROVIDED: Insurance at the described premises applies only for coverages for which a limit of insurance is shown or for which an entry is made. Prem. Bldg. Limit of Causes of (1) No. No. Coverage Insurance Loss Form Coinsurance(2) Deductible 001 001 BUSINESS PERS PROPERTY 26,000 SPECIAL 90% 1,000 BOILER & MACHINERY PROPERTY ELITE OPTIONAL COVERAGES: Prem. Bldg. Agreed Value Replacement Cost Inflation No. No. Coverage Amount Expiration Date Incl. Stock Guard 001 001 BUSINESS PERS PROPERTY M W 9% OPTIONAL COVERAGES: APPLIES TO BUSINESS INCOME ONLY Prem. Bldg. Agreed Value Agreed Value Monthly Limit of Maximum Period of Extended Period of No. No. Date Amount Indemnity(Fraction) Indemnity Indemnity (Days) Deductible Exceptions: (1) EQ (if shown) = Earthquake (2) Coinsurance %, Extra Expense %, Limits on Loss Payment or Value Reporting Form Symbol (5) 10% or $5,000 minimum Philadelphia Indemnity Insurance Company COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Policy Number: PHPK1262162 Agent# 31130 ® See Supplemental Schedule LIMITS OF INSURANCE Premium Basis $ 3, 000, 000 General Aggregate Limit (Other Than Products — Completed Operations) $ 3,000, 000 Products/Completed Operations Aggregate Limit (Any One Person Or Organization) $ 1, 000, 000 Personal and Advertising Injury Limit $ 1, 000, 000 Each Occurrence Limit $ 100, 000 Rented To You Limit $ 5,000 Medical Expense Limit (Any One Person) FORM OF BUSINESS: NON PROFIT ORGANIZATION Business Description: Non Profit Organization Location of All Premises You Own, Rent or Occupy: SEE SCHEDULE ATTACHED AUDIT PERIOD, ANNUAL, UNLESS OTHERWISE STATED: This policy is not subject to premium audit. Classifications Code No. Premium Basis Rates Prem.l Prod./ ops. comp. ops Advance Premiums Prem./ Prod./ ops. comp. ops. SEE SCHEDULE ATTACHED TOTAL PREMIUM FOR THIS COVERAGE PART: 1 $ 457.00 $ RETROACTIVE DATE (CG 00 02 ONLY) This insurance does not apply to "Bodily Injury", "Property Damage", or "Personal and Advertising Injury" which occurs before the retroactive date, if any, shown below. Retroactive Date: FORM (S) AND ENDORSEMENT (S) APPLICABLE TO THIS COVERAGE PART: Refer To Forms Schedule Countersignature Date Authorized Representative Philadelphia Indemnity Insurance Company Form Schedule — General Liability Policy Number: PHPK1262162 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description Gen Liab Dec 1004 Commercial General Liability Coverage Part Declaration Gen Liab Schedule 0100 General Liability Schedule CG0001 1207 Commercial General Liability Coverage Form CG0068 0509 Recording and Distribution of Material or Information CG0103 0606 Texas Changes CG0136 1008 Texas Changes -Your Right to Claim and Occurrence Info CG2002 1185 Additional Insured - Club Members CG2116 0798 Exclusion - Designated Professional Services CG2138 1185 Exclusion - Personal and Advertising Injury CG2167 1204 Fungi or Bacteria Exclusion CG2184 0108 Exclusion of Certified Nuclear, Biological, Chemical CG2639 1207 Texas Changes - Employment -Related Practices Exclusion CG2646 0499 Texas Abuse or Molestation Exclusion CG3208 1204 Texas Changes -Binding Arbitration PI-GLD-HS 1011 General Liability Deluxe Endorsement: Human Services PI -SE -001 1205 Fund Raising Events Endorsement Page 1 of 1 Philadelphia Indemnity Insurance Company COMMERCIAL GENERAL LIABILITY COVERAGE PART SUPPLEMENTAL SCHEDULE Policy Number: PHPK1262162 Agent # 31130 Classifications Code No. Premium Basis Rates Prem./ Prod./ ops. comp. ops. Advance Premiums Prem./ Prod./ ops. comp. ops. TX PREM NO. 001 BLDG/PREMS-OFFICE-NOC-NFP 61227 840 74.802 INCL 64 INC: AREA PROD/COMP OP SUBJ TO GEN AGG LIMIT TX PREM NO. 001 CLUB-CIVIC-N/BLDG OWN/LEAS-NFP 41670 15 0.733 INCL 12 INC: MEMBER PROD/COMP OP SUBJ TO GEN AGG LIMIT TX PREM NO. 001 SOCIAL GATHERING/MEETING-NFP 48558 24 14.136 INCL 340 INC: LOCATION PROD/COMP OP SUBJ TO GEN AGG LIMIT TX LIABILITY DELUXE 44444 41 Philadelphia Indemnity Insurance Company POLICY NUMBER: PHPK1262162 COMMERCIAL CRIME CR DS 0107 02 COMMERCIAL CRIME COVERAGE PART DECLARATIONS The Commercial Crime Coverage Part consists of this Declarations Form and the Commercial Crime Coverage Form. EMPLOYEE BENEFIT PLAN(S) INCLUDED AS INSUREDS: INSURING AGREEMENTS, LIMITS OF INSURANCE AND DEDUCTIBLES: INSURING AGREEMENTS 1. Employee Theft 2. Forgery Or Alteration 3. Inside The Premises - Theft Of Money And Secu- rities 4. Inside The Premises - Robbery Or Safe Burglary Of Other Property 6. Outside The Premises 6. Computer Fraud 7. Funds Transfer Fraud 8. Money Orders And Counterfeit Paper Currency LIMIT OF INSURANCE DEDUCTIBLE AMOUNT Per Occurrence Per Occurrence See Schedule Not Covered Not Covered Not Covered Not Covered Not Covered Not Covered Not Covered If Added by Endorsement, Insuring Agreement(s): IF APPLICABLE, SEE SCHEDULE ATTACHED If "Not Covered" is inserted above opposite any specified Insuring Agreement, such Insuring Agreement and any other reference thereto in this policy is deleted. ENDORSEMENTS FORMING PART OF THIS COVERAGE PART WHEN ISSUED: SEE SCHEDULE ATTACHED CANCELLATION OF PRIOR INSURANCE ISSUED BY US: By acceptance of this Coverage Part you give us notice cancelling prior policy Nos. the cancellation to be effective at the time this Coverage Part becomes effective. COUNTERSIGNED BY: (Date) (Authorized Representative) CR DS 01 07 02 C ISO Properties, Inc., 2001 Page 1 of 1 0 Philadelphia Indemnity Insurance Company Form Schedule — Crime Policy Number: PHPK1262162 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description CRDS01 0702 Commercial Crime Coverage Part Declarations Crime Schedule 0204 Schedule of Insuring Agreements CR0021 0506 Commerical Crime Coverage Form (Loss Sustained Form) CR2012 0702 Binding Arbitration Page 1 of 1 Philadelphia Indemnity Insurance Company POLICY NUMBER: PHPK1262162 SCHEDULE OF INSURING AGREEMENTS STATE INSURING AGREEMENT(S) LIMIT OF INSURANCE Per Occurrence NUMBER OF PREMISES DEDUCTIBLE PREMIUM Per Occurrence TX EMPLOYEE THEFT $ 100,000 0001 $ 1,000 $ 273 Total Premium $ 273 Page 1 of 1 13 PI -SE -001 (12/2005) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FUND RAISING EVENTS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. This insurance applies to "bodily Injury", "property damage", and "personal and advertising injury" arising out of all of your fund raising events with the following exceptions unless scheduled in paragraph C. below: • Parades sponsored by the Insured • Aircraft • Motorcycle runs and automobile rallies • Fireworks — exhibitors operated by the Insured. • Firearms • Animals — other than house pets • Carnivals and fairs with mechanical rides sponsored by the Insured • Rock, Hip -Hop or Rap concerts —with admission over 500 people • Events including contact sports • Rodeos sponsored by the Insured • Political Rallies • Any event lasting more than 5 days (including otherwise acceptable events) • Any event with greater than 500 people at any one time (including otherwise acceptable events) Any event with liquor provided by the Insured if a license is required for such activity. • Any activities by third party telemarketing, direct mail, or internet advertising (including spam) firms. B. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) related to your fund raising events, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. However, third party telemarketing, direct mail, or internet advertising (including spam) firms shall not be Insureds. C. Schedule of fund raising events: Event(s) Page 1 of 1 Start Date Finish Date Premium CRIME AND FIDELITY CR 00 2105 06 COMMERCIAL CRIME COVERAGE FORM (LOSS SUSTAINED FORM) Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is or 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 'bur" refer to the Company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Definitions. A. Insuring Agreements Coverage is provided under the following Insuring Agreements for which a Limit of Insurance is shown in the Declarations and applies to loss that you sustain resulting directly from an 'occurrence" taking place during the Policy Period shown in the Declarations, except as provided in Condition EA X or E.1.1., which is "discovered" by you dur- ing the Policy Period shown in the Declarations or during the period of time provided in the Extended Period To Discover Loss Condition EA.g.: 1. Employee Theft We will pay for loss of or damage to "money", "securities" and 'other property" resulting di- rectly from "theft" committed by an "employee", whether identified or not, acting alone or in col- lusion with other persons. For the purposes of this Insuring Agreement, "theft" shall also include forgery. 2. Forgery Or Alteration a. We will pay for loss resulting directly from "forgery" or alteration of checks, drafts, promissory notes, or similar written prom- ises, orders or directions to pay a sum cer- tain in "money" that are: (1) Made or drawn by or drawn upon you; or (2) Made or drawn by one acting as your agent; or that are purported to have been so made or drawn. For the purposes of this Insuring Agree- ment, a substitute check as defined in the Check Clearing for the 21st Century Act shall be treated the same as the original it replaced. b. If you are sued for refusing to pay any in- strument covered in Paragraph 2.a., on the basis that it has been forged or altered, and you have our written consent to defend against the suit, we will pay for any reason- able legal expenses that you incur and pay in that defense. The amount that we will pay is in addition to the Limit of Insurance applicable to this Insuring Agreement. 3. Inside The Premises — Theft Of Money And Securities a. We will pay for loss of "money" and "securi- ties" inside the "premises" or "banking premises": (1) Resulting directly from "theft" committed by a person present inside such "prem- ises" or "banking premises'; or (2) Resulting directly from disappearance or destruction. b. We will pay for loss from damage to the "premises" or its exterior resulting directly from an actual or attempted "theft" of "money" and "securities", if you are the owner of the "premises" or are liable for damage to it. c. We will pay for loss of or damage to a locked safe, vault, cash register, cash box or cash drawer located inside the "prem- ises" resulting directly from an actual or at- tempted "theft" of or unlawful entry into those containers. 4. Inside The Premises — Robbery Or Safe Burglary Of Other Property a. We will pay for loss of or damage to 'other property": (1) Inside the "premises" resulting directly from an actual or attempted "robbery" of a "custodian'; or (2) Inside the "premises" in a safe or vault resulting directly from an actual or at- tempted "safe burglary". b. We will pay for loss from damage to the "premises" or its exterior resulting directly from an actual or attempted "robbery" or "safe burglary" of "other property", if you are the owner of the "premises" or are liable for damage to it. CR 00 2105 06 C ISO Properties, Inc., 2005 Page 1 of 14 0 c. We will pay for loss of or damage to a locked safe or vault located inside the "premises" resulting directly from an actual or attempted "robbery" or "safe burglary". 5. Outside The Premises a. We will pay for loss of "money" and "securi- ties" outside the "premises" in the care and custody of a "messenger" or an armored motor vehicle company resulting directly from "theft", disappearance or destruction. b. We will pay for loss of or damage to "other property" outside the "premises" in the care and custody of a "messenger" or an ar- mored motor vehicle company resulting di- rectly from an actual or attempted "rob- bery". 6. Computer Fraud We will pay for loss of or damage to "money", "securities" and "other property" resulting di- rectly from the use of any computer to fraudu- lently cause a transfer of that property from in- side the "premises" or "banking premises": a. To a person (other than a "messenger") outside those "premises"; or b. To a place outside those "premises". 7. Funds Transfer Fraud We will pay for loss of "funds" resulting directly from a "fraudulent instruction" directing a finan- cial institution to transfer, pay or deliver "funds" from your "transfer account". 8. Money Orders And Counterfeit Money We will pay for loss resulting directly from your having accepted in good faith, in exchange for merchandise, "money" or services: a. Money orders issued by any post office, express company or bank that are not paid upon presentation; or b. "Counterfeit money" that is acquired during the regular course of business. B. Limit Of Insurance The most we will pay for all loss resulting directly from an "occurrence" is the applicable Limit of In- surance shown in the Declarations. If any loss is covered under more than one Insur- ing Agreement or Coverage, the most we will pay for such loss shall not exceed the largest Limit of Insurance available under any one of those Insur- ing Agreements or Coverages. C. Deductible We will not pay for loss resulting directly from an "occurrence" unless the amount of loss exceeds the Deductible Amount shown in the Declarations. We will then pay the amount of loss in excess of the Deductible Amount, up to the Limit of Insur- ance. D. Exclusions 1. This insurance does not cover: a. Acts Committed By You, Your Partners Or Your Members Loss resulting from "theft" or any other dis- honest act committed by: (1) You; or (2) Any of your partners or "members'; whether acting alone or in collusion with other persons. b. Acts Of Employees Learned Of By You Prior To The Policy Period Loss caused by an "employee" if the "em- ployee" had also committed "theft" or any other dishonest act prior to the effective date of this insurance and you or any of your partners, "members", "managers", offi- cers, directors or trustees, not in collusion with the "employee", learned of that "theft" or dishonest act prior to the Policy Period shown in the Declarations. c. Acts Of Employees, Managers, Directors, Trustees Or Representatives Loss resulting from "theft" or any other dis- honest act committed by any of your "em- ployees", "managers", directors, trustees or authorized representatives: (1) Whether acting alone or in collusion with other persons; or (2) While performing services for you or otherwise; except when covered under Insuring Agreement A.1. d. Confidential Information Loss resulting from: (1) The unauthorized disclosure of your confidential information including, but not limited to, patents, trade secrets, processing methods or customer lists; or Page 2 of 14 © ISO Properties, Inc., 2005 CR 00 21 05 06 0 (2) The unauthorized use or disclosure of confidential information of another per- son or entity which is held by you includ- ing, but not limited to, financial informa- tion, personal information, credit card information or similar non-public infor- mation. e. Governmental Action Loss resulting from seizure or destruction of property by order of governmental authority. f. Indirect Loss Loss that is an indirect result of an 'occur- rence" covered by this insurance including, but not limited to, loss resulting from: (1) Your inability to realize income that you would have realized had there been no loss of or damage to "money", "securi- ties" or 'other property". (2) Payment of damages of any type for which you are legally liable. But, we will pay compensatory damages arising di- rectly from a loss covered under this in- surance. (3) Payment of costs, fees or other ex- penses you incur in establishing either the existence or the amount of loss un- der this insurance. g. Legal Fees, Costs And Expenses Fees, costs and expenses incurred by you which are related to any legal action, except when covered under Insuring Agreement A.2. h. Nuclear Hazard Loss or damage resulting from nuclear re- action or radiation, or radioactive contami- nation, however caused. i. Pollution Loss or damage caused by or resulting from pollution. Pollution means the dis- charge, dispersal, seepage, migration, re- lease or escape of any solid, liquid, gase- ous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste in- cludes materials to be recycled, recondi- tioned or reclaimed. j. War And Military Action Loss or damage resulting from: (1) War, including undeclared or civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernmental authority in hindering or de- fending against any of these. 2. Insuring Agreement A.1. does not cover: a. Inventory Shortages Loss, or that part of any loss, the proof of which as to its existence or amount is de- pendent upon: (1) An inventory computation; or (2) A profit and loss computation. However, where you establish wholly apart from such computations that you have sus- tained a loss, then you may offer your in- ventory records and actual physical count of inventory in support of the amount of loss claimed. b. Trading Loss resulting from trading, whether in your name or in a genuine or fictitious account. c. Warehouse Receipts Loss resulting from the fraudulent or dis- honest signing, issuing, canceling or failing to cancel, a warehouse receipt or any pa- pers connected with it. 3. Insuring Agreements A.3., A.4. and A.S. do not cover: a. Accounting Or Arithmetical Errors Or Omissions Loss resulting from accounting or arithmeti- cal errors or omissions. b. Exchanges Or Purchases Loss resulting from the giving or surrender- ing of property in any exchange or pur- chase. CR 00 2105 06 © ISO Properties, Inc., 2005 Page 3 of 14 11 c. Fire Loss or damage resulting from fire, how- ever caused, except: (1) Loss of or damage to "money" and "securities'; and (2) Loss from damage to a safe or vault. d. Money Operated Devices Loss 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 de- vice. e. Motor Vehicles Or Equipment And Accessories Loss of or damage to motor vehicles, trail- ers or semi -trailers or equipment and ac- cessories attached to them. f. Transfer Or Surrender Of Property (1) Loss of or damage to property after it has been transferred or surrendered to a person or place outside the "premises" or "banking premises": 4. (a) On the basis of unauthorized instruc- tions; (b) As a result of a threat to do bodily harm to any person; (c) As a result of a threat to do damage to any property; (d) As a result of a threat to introduce a denial of service attack into your computer system; (e) As a result of a threat to introduce a virus or other malicious instruction into your computer system which is designed to damage, destroy or cor- rupt data or computer programs stored within your computer system; (f) As a result of a threat to contami- nate, pollute or render substandard your products or goods; or (g) As a result of a threat to dissemi- nate, divulge or utilize: (i) Your confidential information; or (ii) Weaknesses in the source code within your computer system. (2) But, this Exclusion does not apply under Insuring Agreement A.S. to loss of ,'money", "securities" or "other property" while outside the "premises" in the care and custody of a "messenger" if you: (a) Had no knowledge of any threat at the time the conveyance began; or (b) Had knowledge of a threat at the time the conveyance began, but the loss was not related to the threat. g. Vandalism Loss from damage to the "premises" or its exterior, or to any safe, vault, cash register, cash box, cash drawer or "other property" by vandalism or malicious mischief. h. Voluntary Parting Of Title To Or Possession Of Property Loss resulting from your, or anyone acting on your express or implied authority, being induced by any dishonest act to voluntarily part with title to or possession of any prop- erty. Insuring Agreement A.6. does not cover: a. Credit Card Transactions Loss resulting from the use or purported use of credit, debit, charge, access, con- venience, identification, stored -value or other cards or the information contained on such cards. b. Funds Transfer Fraud Loss resulting from a "fraudulent instruc- tion" directing a financial institution to trans- fer, pay or deliver "funds" from your "trans- fer account". c. Inventory Shortages Loss, or that part of any loss, the proof of which as to its existence or amount is de- pendent upon: (1) An inventory computation; or (2) A profit and loss computation. 5. Insuring Agreement A.7. does not cover: COMPUTER FRAUD Loss resulting from the use of any computer to fraudulently cause a transfer of "money", "se- curities" or "other property". Page 4 of 14 © ISO Properties, Inc., 2005 CR 00 21 05 06 13 E. Conditions The following Conditions apply in addition to the Common Policy Conditions: 1. Conditions Applicable To All Insuring Agreements a. Additional Premises Or Employees If, while this insurance is in force, you es- tablish any additional "premises" or hire ad- ditional "employees", other than through consolidation or merger with, or purchase or acquisition of assets or liabilities of, an- other entity, such "premises" and "employ- ees" shall automatically be covered under this insurance. Notice to us of an increase in the number of "premises" or "employees" need not be given and no additional pre- mium need be paid for the remainder of the Policy Period shown in the Declarations. b. Concealment, Misrepresentation Or Fraud This insurance is void in any case of fraud by you as it relates to this insurance at any time. It is also void if you or any other In- sured, at any time, intentionally conceal or misrepresent a material fact concerning: (1) This insurance; (2) The property covered under this insur- ance; (3) Your interest in the property covered under this insurance; or (4) A claim under this insurance. c. Consolidation — Merger Or Acquisition If you consolidate or merge with, or pur- chase or acquire the assets or liabilities of, another entity: (1) You must give us written notice as soon as possible and obtain our written con- sent to extend the coverage provided by this insurance to such consolidated or merged entity or such purchased or ac- quired assets or liabilities. We may con- dition our consent by requiring payment of an additional premium; but (2) For the first 90 days after the effective date of such consolidation, merger or purchase or acquisition of assets or li- abilities, the coverage provided by this insurance shall apply to such consoli- dated or merged entity or such pur- chased or acquired assets or liabilities, provided that all 'occurrences" causing or contributing to a loss involving such consolidation, merger or purchase or acquisition of assets or liabilities, must take place after the effective date of such consolidation, merger or purchase or acquisition of assets or liabilities. d. Cooperation You must cooperate with us in all matters pertaining to this insurance as stated in its terms and conditions. e. Duties In The Event Of Loss After you "discover" a loss or a situation that may result in loss of or damage to "money", "securities" or 'other property" you must: (1) Notify us as soon as possible. If you have reason to believe that any loss (except for loss covered under Insuring Agreement A.1. or A.2.) involves a vio- lation of law, you must also notify the lo- cal law enforcement authorities. (2) Submit to examination under oath at our request and give us a signed statement of your answers. (3) Produce for our examination all perti- nent records. (4) Give us a detailed, sworn proof of loss within 120 days. (5) Cooperate with us in the investigation and settlement of any claim. f. Employee Benefit Plans (1) The "employee benefit plans" shown in the Declarations (hereinafter referred to as Plan) are included as Insureds under Insuring Agreement A.1. (2) If any Plan is insured jointly with any other entity under this insurance, you or the Plan Administrator must select a Limit of Insurance for Insuring Agree- ment A.1. that is sufficient to provide a Limit of Insurance for each Plan that is at least equal to that required if each Plan were separately insured. CR 00 2105 06 © ISO Properties, Inc., 2005 Page 5 of 14 11 (3) With respect to loss sustained or "dis- covered" by any such Plan, Insuring Agreement A.I. is replaced by the fol- lowing: We will pay for loss of or damage to "funds" and 'other property" resulting di- rectly from fraudulent or dishonest acts committed by an "employee", whether identified or not, acting alone or in collu- sion with other persons. (4) If the first Named Insured is an entity other than a Plan, any payment we make for loss sustained by any Plan will be made to the Plan sustaining the loss. (5) If two or more Plans are insured under this insurance, any payment we make for loss: (a) Sustained by two or more Plans; or (b) Of commingled "funds" or 'other property" of two or more Plans; resulting directly from an 'occurrence" will be made to each Plan sustaining loss in the proportion that the Limit of In- surance required for each Plan bears to the total Limit of Insurance of all Plans sustaining loss. (6) The Deductible Amount applicable to Insuring Agreement A.1. does not apply to loss sustained by any Plan. g. Extended Period To Discover Loss We will pay for loss that you sustained prior to the effective date of cancellation of this insurance, which is "discovered" by you: (1) No later than 1 year from the date of that cancellation. However, this ex- tended period to "discover" loss termi- nates immediately upon the effective date of any other insurance obtained by you, whether from us or another insurer, replacing in whole or in part the cover- age afforded under this insurance, whether or not such other insurance provides coverage for loss sustained prior to its effective date. (2) No later than 1 year from the date of that cancellation with regard to any "employee benefit plans". h. Joint Insured (1) If more than one Insured is named in the Declarations, the first Named Insured will act for itself and for every other In- sured for all purposes of this insurance. If the first Named Insured ceases to be covered, then the next Named Insured will become the first Named Insured. (2) If any Insured, or partner, "member" or officer of that Insured has knowledge of any information relevant to this insur- ance, that knowledge is considered knowledge of every Insured. (3) An "employee" of any Insured is consid- ered to be an "employee" of every In- sured. (4) If this insurance or any of its coverages is cancelled as to any Insured, loss sus- tained by that Insured is covered only if it is "discovered" by you: (a) No later than 1 year from the date of that cancellation. However, this ex- tended period to "discover" loss ter- minates immediately upon the effec- tive date of any other insurance obtained by that Insured, whether from us or another insurer, replacing in whole or in part the coverage af- forded under this insurance, whether or not such other insurance provides coverage for loss sustained prior to its effective date. (b) No later than 1 year from the date of that cancellation with regard to any "employee benefit plans". (5) We will not pay more for loss sustained by more than one Insured than the amount we would pay if all such loss had been sustained by one Insured. (6) Payment by us to the first Named In- sured for loss sustained by any Insured, other than an "employee benefit plan", shall fully release us on account of such loss. I. Legal Action Against Us You may not bring any legal action against us involving loss: (1) Unless you have complied with all the terms of this insurance; (2) Until 90 days after you have filed proof of loss with us; and (3) Unless brought within 2 years from the date you "discovered" the loss. Page 6 of 14 © ISO Properties, Inc., 2005 CR 00 2105 06 0 If any limitation in this Condition is prohib- ited by law, such limitation is amended so as to equal the minimum period of limitation provided by such law. j. Liberalization If we adopt any revision that would broaden the coverage under this insurance without additional premium within 45 days prior to or during the Policy Period shown in the Declarations, the broadened coverage will immediately apply to this insurance. k. Loss Sustained During Prior Insurance Issued By Us Or Any Affiliate (1) Loss Sustained Partly During This Insurance And Partly During Prior Insurance If you "discover" loss during the Policy Period shown in the Declarations, result- ing directly from an 'occurrence" taking place: (a) Partly during the Policy Period shown in the Declarations; and (b) Partly during the Policy Period(s) of any prior cancelled insurance that we or any affiliate issued to you or any predecessor in interest; and this insurance became effective at the time of cancellation of the prior in- surance, we will first settle the amount of loss that you sustained during this Policy Period. We will then settle the remaining amount of loss that you sustained during the Policy Period(s) of the prior insur- ance. (2) Loss Sustained Entirely During Prior Insurance If you "discover" loss during the Policy Period shown in the Declarations, result- ing directly from an 'occurrence" taking place entirely during the Policy Period(s) of any prior cancelled insurance that we or any affiliate issued to you or any predecessor in interest, we will pay for the loss, provided: (a) This insurance became effective at the time of cancellation of the prior insurance; and (b) The loss would have been covered under this insurance had it been in effect at the time of the "occurrence". We will first settle the amount of loss that you sustained during the most re- cent prior insurance. We will then settle any remaining amount of loss that you sustained during the Policy Period(s) of any other prior insurance. (3) In settling loss subject to this Condition: (a) The most we will pay for the entire loss is the highest single Limit of In- surance applicable during the period of loss, whether such limit was writ- ten under this insurance or was writ- ten under the prior insurance issued by us. (b) We will apply the applicable De- ductible Amount shown in the Decla- rations to the amount of loss sus- tained under this insurance. If no loss was sustained under this insur- ance, we will apply the Deductible Amount shown in the Declarations to the amount of loss sustained under the most recent prior insurance. If the Deductible Amount is larger than the amount of loss sustained under this insurance, or the most re- cent prior insurance, we will apply the remaining Deductible Amount to the remaining amount of loss sus- tained during the prior insurance. We will not apply any other Deducti- ble Amount that may have been ap- plicable to the loss. (4) The following examples demonstrate how we will settle losses subject to this Condition E.1.k.: EXAMPLE NO. 1: The insured sustained a covered loss of $10,000 resulting directly from an 'occur- rence" taking place during the terms of Pol- icy A and Policy B. POLICY A The current policy. Written at a Limit of In- surance of $50,000 and a Deductible Amount of $5,000. POLICY B Issued prior to Policy A. Written at a Limit of Insurance of $50,000 and a Deductible Amount of $5,000. The amount of loss sustained under Policy A is $2,500 and under Policy B is $7,500. CR 00 21 05 06 © ISO Properties, Inc., 2005 Page 7 of 14 ❑ The highest single Limit of Insurance appli- cable to this entire loss is $50,000 written under Policy A. The Policy A Deductible Amount of $5,000 applies. The loss is set- tled as follows: 1. The amount of loss sustained under Policy A ($2,500) is settled first. The amount we will pay is nil ($0.00) be- cause the amount of loss is less than the Deductible Amount (i.e., $2,500 loss - $5,000 deductible = $0.00). 2. The remaining amount of loss sustained under Policy B ($7,500) is settled next. The amount recoverable is $5,000 after the remaining Deductible Amount from Policy A of $2,500 is applied to the loss (i.e., $7,500 loss - $2,500 deductible = $5,000). The most we will pay for this loss is $5,000. EXAMPLE NO. 2: The insured sustained a covered loss of $250,000 resulting directly from an "occur- rence" taking place during the terms of Pol- icy A and Policy B. POLICY A The current policy. Written at a Limit of In- surance of $125,000 and a Deductible Amount of $10,000. POLICY B Issued prior to Policy A. Written at a Limit of Insurance of $150,000 and a Deductible Amount of $25,000. The amount of loss sustained under Policy A is $175,000 and under Policy B is $75,000. The highest single Limit of Insurance appli- cable to this entire loss is $150,000 written under Policy B. The Policy A Deductible Amount of $10,000 applies. The loss is set- tled as follows: 1. The amount of loss sustained under Policy A ($175,000) is settled first. The amount we will pay is the Policy A Limit of $125,000 because $175,000 loss - $10,000 deductible = $165,000 which is greater than the $125,000 policy limit. 2. The remaining amount of loss sustained under Policy B ($75,000) is settled next. The amount we will pay is $25,000 (i.e., $150,000 Policy B limit - $125,000 paid under Policy A = $25,000). The most we will pay for this loss is $150,000. EXAMPLE NO. 3: The insured sustained a covered loss of $2,000,000 resulting directly from an 'oc- currence" taking place during the terms of Policies A, B, C and D. POLICY A The current policy. Written at a Limit of In- surance of $1,000,000 and a Deductible Amount of $100,000. POLICY B Issued prior to Policy A. Written at a Limit of Insurance of $750,000 and a Deductible Amount of $75,000. POLICY C Issued prior to Policy B. Written at a Limit of Insurance of $500,000 and a Deductible Amount of $50,000. POLICY D Issued prior to Policy C. Written at a Limit of Insurance of $500,000 and a Deductible Amount of $50,000. The amount of loss sustained under Policy A is $350,000, under Policy B is $250,000, under Policy C is $600,000 and under Pol- icy D is $800,000. The highest single Limit of Insurance appli- cable to this entire loss is $1,000,000 writ- ten under Policy A. The Policy A Deductible Amount of $100,000 applies. The loss is settled as follows: 1. The amount of loss sustained under Policy A ($350,000) is settled first. The amount we will pay is $250,000 (i.e., $350,000 loss - $100,000 deductible = $250,000). 2. The amount of loss sustained under Pol- icy B ($250,000) is settled next. The amount we will pay is $250,000 (no de- ductible is applied). 3. The amount of loss sustained under Policy C ($600,000) is settled next. The amount we will pay is $500,000, the pol- icy limit (no deductible is applied). 4. We will not make any further payment under Policy D as the maximum amount payable under the highest single Limit of Insurance applying to the loss of $1,000,000 under Policy A has been sat- isfied. The most we will pay for this loss is $1,000,000. Page 8 of 14 © ISO Properties, Inc., 2005 CR 00 2105 06 0 I. Loss Sustained During Prior Insurance m. Other Insurance Not Issued By Us Or Any Affiliate If other valid and collectible insurance is (1) If you "discover" loss during the Policy available to you for loss covered under this Period shown in the Declarations, result- insurance, our obligations are limited as fol- ing directly from an 'occurrence" taking lows: place during the Policy Period of any (1) Primary Insurance prior cancelled insurance that was is- sued to you or a predecessor in interest When this insurance is written as primary by another company, and the period of insurance, and: time to discover loss under that insur- (a) You have other insurance subject to ance had expired, we will pay for the the same terms and conditions as loss under this insurance, provided: this insurance, we will pay our share (a) This insurance became effective at of the covered loss. Our share is the the time of cancellation of the prior proportion that the applicable Limit of insurance; and Insurance shown in the Declarations (b) The loss would have been covered bears to the total limit of all insur- ance covering the same loss. under this insurance had it been in effect at the time of the 'occurrence". (b) You have other insurance covering (2) In settling loss subject to this Condition: the same loss other than that de- scribed in Paragraph (1)(a), we will (a) The most we will pay for the entire only pay for the amount of loss that loss is the lesser of the Limits of In- exceeds: surance applicable during the period (i) The Limit of Insurance and De - of loss, whether such limit was writ- ductible Amount of that other in - ten under this insurance or was writ- surance, whether you can collect ten under the prior cancelled insur- on it or not; or ance. (ii) The Deductible Amount shown in (b) We will apply the applicable De- the Declarations; ductible Amount shown in the Decla- rations to the amount of loss sus- whichever is greater. Our payment tained under the prior cancelled for loss is subject to the terms and insurance. conditions of this insurance. (3) The insurance provided under this Con- (2) Excess Insurance dition is subject to the following: (a) When this insurance is written ex - (a) If loss covered under this Condition cess over other insurance, we will is also partially covered under Condi- only pay for the amount of loss that tion E.1.1k., the amount recoverable exceeds the Limit of Insurance and under this Condition is part of, not in Deductible Amount of that other in - addition to, the amount recoverable surance, whether you can collect on under Condition E.1.1k. it or not. Our payment for loss is sub - (b) For loss covered under this Condi- ject to the terms and conditions of this insurance. tion that is not subject to Paragraph (3)(a), the amount recoverable under (b) However, if loss covered under this this Condition is part of, not in addi- insurance is subject to a Deductible, tion to, the Limit of Insurance appli- we will reduce the Deductible cable to the loss covered under this Amount shown in the Declarations insurance and is limited to the lesser by the sum total of all such other in - of the amount recoverable under: surance plus any Deductible Amount (i) This insurance as of its effective applicable to that other insurance. date; or (ii) The prior cancelled insurance had it remained in effect. CR 00 21 05 06 © ISO Properties, Inc., 2005 Page 9 of 14 ❑ n. Ownership Of Property; Interests Covered The property covered under this insurance is limited to property: (1) That you own or lease; or (2) That you hold for others whether or not you are legally liable for the loss of such property. However, this insurance is for your benefit only. It provides no rights or benefits to any other person or organization. Any claim for loss that is covered under this insurance must be presented by you. o. Records You must keep records of all property cov- ered under this insurance so we can verify the amount of any loss. p. Recoveries (1) Any recoveries, whether effected before or after any payment under this insur- ance, whether made by us or you, shall be applied net of the expense of such recovery: (a) First, to you in satisfaction of your covered loss in excess of the amount paid under this insurance; (b) Second, to us in satisfaction of amounts paid in settlement of your claim; (c) Third, to you in satisfaction of any Deductible Amount; and (d) Fourth, to you in satisfaction of any loss not covered under this insur- ance. (2) Recoveries do not include any recovery: (a) From insurance, suretyship, reinsur- ance, security or indemnity taken for our benefit; or (b) Of original "securities" after dupli- cates of them have been issued. q. Territory This insurance covers loss that you sustain resulting directly from an 'occurrence" tak- ing place within the United States of Amer- ica (including its territories and posses- sions), Puerto Rico and Canada. r. Transfer Of Your Rights Of Recovery Against Others To Us You must transfer to us all your rights of re- covery against any person or organization for any loss you sustained and for which we have paid or settled. You must also do eve- rything necessary to secure those rights and do nothing after loss to impair them. s. Valuation —Settlement (1) The value of any loss for purposes of coverage under this policy shall be de- termined as follows: (a) Loss of "money" but only up to and including its face value. We will, at your option, pay for loss of "money" issued by any country other than the United States of America: (i) At face value in the "money" issued by that country; or (ii) In the United States of America dollar equivalent determined by the rate of exchange published in The Wall Street Journal on the day the loss was "discovered". (b) Loss of "securities" but only up to and including their value at the close of business on the day the loss was "discovered". We may, at our option: (i) Pay the market value of such "securities" or replace them in kind, in which event you must as- sign to us all your rights, title and interest in and to those "securi- ties'; or (ii) Pay the cost of any Lost Securi- ties Bond required in connection with issuing duplicates of the "se- curities". However, we will be li- able only for the payment of so much of the cost of the bond as would be charged for a bond hav- ing a penalty not exceeding the lesser of the: i. Market value of the "securi- ties" at the close of business on the day the loss was "dis- covered"; or ii. The Limit of Insurance appli- cable to the "securities". Page 10 of 14 © ISO Properties, Inc., 2005 CR 00 21 05 06 13 (c) Loss of or damage to "other prop- erty" or loss from damage to the "premises" or its exterior for the re- placement cost of the property with- out deduction for depreciation. How- ever, we will not pay more than the least of the following: (i) The cost to replace the lost or damaged property with property of comparable material and qual- ity and used for the same pur- pose; (ii) The amount you actually spend that is necessary to repair or re- place the lost or damaged prop- erty; or (iii) The Limit of Insurance applicable to the lost or damaged property. With regard to Paragraphs s.(1)(c)(i) through s.(1)(c)(iii), 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 re- placement are made as soon as reasonably possible after the loss or damage. If the lost or damaged property is not repaired or replaced, we will pay on an actual cash value basis. (2) We will, at your option, settle loss or damage to property other than "money": (a) In the "money" of the country in which the loss or damage occurred; or (b) In the United States of America dollar equivalent of the "money" of the country in which the loss or damage occurred determined by the rate of exchange published in The Wall Street Journal on the day the loss was "discovered". (3) Any property that we pay for or replace becomes our property. 2. Conditions Applicable To Insuring Agreement A.I. a. Termination As To Any Employee This Insuring Agreement terminates as to any "employee": (1) As soon as: (a) You; or (b) Any of your "managers", trustees not "employee'; partners, "members", officers, directors, or in collusion with the learn of "theft" or any other dishonest act committed by the "employee" whether before or after becoming em- ployed by you. (2) On the date specified in a notice mailed to the first Named Insured. That date will be at least 30 days after the date of mailing. We will mail or deliver our notice to the first Named Insured's last mailing ad- dress known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. b. Territory We will pay for loss caused by any "em- ployee" while temporarily outside the terri- tory specified in the Territory Condition E.1.q. for a period of not more than 90 con- secutive days. 3. Conditions Applicable To Insuring Agreement A.2. a. Deductible Amount The Deductible Amount does not apply to legal expenses paid under Insuring Agree- ment A.2. b. Electronic And Mechanical Signatures We will treat signatures that are produced or reproduced electronically, mechanically or by other means the same as handwritten signatures. c. Proof Of Loss You must include with your proof of loss any instrument involved in that loss, or, if that is not possible, an affidavit setting forth the amount and cause of loss. CR 00 21 05 06 © ISO Properties, Inc., 2005 Page 11 of 14 ❑ d. Territory We will cover loss that you sustain resulting directly from an "occurrence" taking place anywhere in the world. Territory Condition E.1.q. does not apply to Insuring Agree- ment A.2. 4. Conditions Applicable To Insuring Agreements A.4. And A.S. a. Armored Motor Vehicle Companies Under Insuring Agreement A.S., we will only pay for the amount of loss you cannot re- cover: (1) Under your contract with the armored motor vehicle company; and (2) From any insurance or indemnity carried by, or for the benefit of customers of, the armored motor vehicle company. b. Special Limit Of Insurance For Specified Property We will only pay up to $5,000 for any one "occurrence" of loss of or damage to: (1) Precious metals, precious or semi- precious stones, pearls, furs, or com- pleted or partially completed articles made of or containing such materials that constitute the principal value of such articles; or (2) Manuscripts, drawings, or records of any kind, or the cost of reconstructing them or reproducing any information contained in them. 5. Conditions Applicable To Insuring Agreement A.6. a. Special Limit Of Insurance For Specified Property We will only pay up to $5,000 for any one "occurrence" of loss of or damage to manu- scripts, drawings, or records of any kind, or the cost of reconstructing them or reproduc- ing any information contained in them. b. Territory We will cover loss that you sustain resulting directly from an "occurrence" taking place anywhere in the world. Territory Condition E.1.q. does not apply to Insuring Agree- ment A.6. F. Definitions 1. "Banking premises" means the interior of that portion of any building occupied by a banking institution or similar safe depository. 2. "Counterfeit money" means an imitation of "money" that is intended to deceive and to be taken as genuine. 3. "Custodian" means you, or any of your partners or "members", or any "employee" while having care and custody of property inside the "prem- ises", excluding any person while acting as a "watchperson" or janitor. 4. "Discover" or "discovered" means the time when you first become aware of facts which would cause a reasonable person to assume that a loss of a type covered by this insurance has been or will be incurred, regardless of when the act or acts causing or contributing to such loss occurred, even though the exact amount or details of loss may not then be known. "Discover" or "discovered" also means the time when you first receive notice of an actual or po- tential claim in which it is alleged that you are liable to a third parry under circumstances which, if true, would constitute a loss under this insurance 5. "Employee": a. "Employee" means: (1) Any natural person: (a) While in your service and for the first 30 days immediately after termina- tion of service, unless such termina- tion is due to "theft" or any dishonest act committed by the "employee'; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "em- ployee" as defined in Paragraph a.(1), who is on leave; or (b) To meet seasonal or short-term work load conditions; while that person is subject to your di- rection and control and performing ser- vices for you, excluding, however, any such person while having care and cus- tody of property outside the "premises' Page 12 of 14 © ISO Properties, Inc., 2005 CR 00 2105 06 13 (3) Any natural person who is leased to you under a written agreement between you and a labor leasing firm, to perform du- ties related to the conduct of your busi- ness, but does not mean a temporary employee as defined in Paragraph a.(2); (4) Any natural person who is: (a) A trustee, officer, employee, admin- istrator or manager, except an ad- ministrator or manager who is an in- dependent contractor, of any "employee benefit plan"; and (b) A director or trustee of yours while that person is engaged in handling "funds" or "other property" of any "employee benefit plan"; (5) Any natural person who is a former "employee", partner, "member", "man- ager", director or trustee retained as a consultant while performing services for you; (6) Any natural person who is a guest stu- dent or intern pursuing studies or duties, excluding, however, any such person while having care and custody of prop- erty outside the "premises'; (7) Any "employee" of an entity merged or consolidated with you prior to the effec- tive date of this policy; or (8) Any of your "managers", directors or trustees while: (a) Performing acts within the scope of the usual duties of an "employee'; or (b) Acting as a member of any commit- tee duly elected or appointed by resolution of your board of directors or board of trustees to perform spe- cific, as distinguished from general, directorial acts on your behalf. b. "Employee" does not mean: Any agent, broker, factor, commission mer- chant, consignee, independent contractor or representative of the same general char- acter not specified in Paragraph 5.a. 6. "Employee benefit plan" means any welfare or pension benefit plan shown in the Declarations that you sponsor and which is subject to the Employee Retirement Income Security Act of 1974 (ERISA) and any amendments thereto. 7. "Forgery" means the signing of the name of another person or organization with intent to deceive; it does not mean a signature which consists in whole or in part of one's own name signed with or without authority, in any capac- ity, for any purpose. 8. "Fraudulent instruction" means: a. An electronic, telegraphic, cable, teletype, telefacsimile or telephone instruction which purports to have been transmitted by you, but which was in fact fraudulently transmit- ted by someone else without your knowl- edge or consent; b. A written instruction (other than those de- scribed in Insuring Agreement A.2.) issued by you, which was forged or altered by someone other than you without your knowledge or consent, or which purports to have been issued by you, but was in fact fraudulently issued without your knowledge or consent; or c. An electronic, telegraphic, cable, teletype, telefacsimile, telephone or written instruc- tion initially received by you which purports to have been transmitted by an "employee" but which was in fact fraudulently transmit- ted by someone else without your or the "employee's" knowledge or consent. 9. "Funds" means "money" and "securities". 10. "Manager" means a person serving in a direc- torial capacity for a limited liability company. 11. "Member" means an owner of a limited liability company represented by its membership inter- est, who also may serve as a "manager". 12. "Messenger" means you, or a relative of yours, or any of your partners or "members", or any "employee" while having care and custody of property outside the "premises". 13. "Money" means: a. Currency, coins and bank notes in current use and having a face value; and b. Travelers checks, register checks and money orders held for sale to the public. 14. "Occurrence" means: a. Under Insuring Agreement A.1.: (1) An individual act; (2) The combined total of all separate acts whether or not related; or CR 00 21 05 06 © ISO Properties, Inc., 2005 Page 13 of 14 13 (3) A series of acts whether or not related; committed by an "employee" acting alone or in collusion with other persons, during the Policy Period shown in the Declara- tions, except as provided under Condition E.1.k. or E.1.1. b. Under Insuring Agreement A.2.: (1) An individual act; (2) The combined total of all separate acts whether or not related; or (3) A series of acts whether or not related; committed by a person acting alone or in collusion with other persons, involving one or more instruments, during the Policy Pe- riod shown in the Declarations, except as provided under Condition E.1.1k. or E.1.1. c. Under All Other Insuring Agreements: (1) An individual act or event; (2) The combined total of all separate acts or events whether or not related; or (3) A series of acts or events whether or not related; committed by a person acting alone or in collusion with other persons, or not commit- ted by any person, during the Policy Period shown in the Declarations, except as pro- vided under Condition EA X or E.1.1. 18. "Safe burglary" means the unlawful taking of: a. Property from within a locked safe or vault by a person unlawfully entering the safe or vault as evidenced by marks of forcible en- try upon its exterior; or b. A safe or vault from inside the "premises". 19. "Securities" means negotiable and nonnego- tiable instruments or contracts representing ei- ther "money" or property and includes: a. Tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use; and b. Evidences of debt issued in connection with credit or charge cards, which cards are not issued by you; but does not include "money". 20. "Theft" means the unlawful taking of property to the deprivation of the Insured. 21. 'Transfer account" means an account main- tained by you at a financial institution from which you can initiate the transfer, payment or delivery of "funds": 15. "Other property" means any tangible property other than "money" and "securities" that has in- trinsic value. "Other property" does not include computer programs, electronic data or any property specifically excluded under this insur- ance. 22. 16. 'Premises" means the interior of that portion of any building you occupy in conducting your business. 17. 'Robbery" means the unlawful taking of prop- erty from the care and custody of a person by one who has: a. Caused or threatened to cause that person bodily harm; or b. Committed an obviously unlawful act wit- nessed by that person. a. By means of electronic, telegraphic, cable, teletype, telefacsimile or telephone instruc- tions communicated directly through an electronic funds transfer system; or b. By means of written instructions (other than those described in Insuring Agreement A.2.) establishing the conditions under which such transfers are to be initiated by such financial institution through an elec- tronic funds transfer system. "Watchperson" means any person you retain specifically to have care and custody of prop- erty inside the "premises" and who has no other duties. Page 14 of 14 © ISO Properties, Inc., 2005 CR 00 21 05 06 COMMERCIAL CRIME CR 20 12 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BINDING ARBITRATION This endorsement modifies insurance provided under the following: COMMERCIAL CRIME COVERAGE FORM COMMERCIAL CRIME POLICY EMPLOYEE THEFT AND FORGERY POLICY GOVERNMENT CRIME COVERAGE FORM GOVERNMENT CRIME POLICY KIDNAP/RANSOM AND EXTORTION COVERAGE FORM KIDNAP/RANSOM AND EXTORTION POLICY PROVISIONS If you and we disagree on the amount of loss, both parties may by mutual consent agree to arbitration of the disagreement. If both parties agree to arbitrate, each party will select an arbitrator. The two arbitrators will select an umpire. If they cannot agree within 30 days upon such umpire, both parties must request that selection of the umpire be made by a judge of a court having jurisdiction. Each party will: 1. Pay the expenses it incurs; and 2. Bear the expenses of the umpire equally. If the arbitrators fail to agree on the amount of the loss, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Unless both parties agree otherwise, arbitration will take place in the county in which the address shown in the Declarations is located. Local rules of law as to procedure and evidence will apply. CR 20 12 07 02 © ISO Properties, Inc., 2001 Page 1 of 1 ❑ COMMERCIAL INLAND MARINE CM 00 0109 04 COMMERCIAL INLAND MARINE CONDITIONS The following conditions apply in addition to the Common Policy Conditions and applicable Additional Conditions in Commercial Inland Marine Coverage Forms: LOSS CONDITIONS A. Abandonment There can be no abandonment of any property to us. B. Appraisal If we and you disagree on the value of the prop- erty or 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 um- pire. If they cannot agree, either may request that selection be made by a judge of a court having ju- risdiction. The appraisers will state separately the value of the property and amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: 1. Pay its chosen appraiser; and 2. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. C. Duties In The Event Of Loss You must see that the following are done in the event of loss or damage to Covered Property: 1. Notify the police if a law may have been bro- ken. 2. Give us prompt notice of the loss or damage. Include a description of the property involved. 3. As soon as possible, give us a description of how, when and where the loss or damage oc- curred. 4. Take all reasonable steps to protect the Cov- ered Property from further damage, and keep a record of your expenses necessary to protect the Covered Property, for consideration in the settlement of the claim. This will not increase the Limit of Insurance. However, we will not pay for any subsequent loss or damage result- ing from a cause of loss that is not a Covered Cause of Loss. Also, if feasible, set the dam- aged property aside and in the best possible order for examination. 5. You will not, except at your own cost, voluntar- ily make a payment, assume any obligation, or incur any expense without our consent. 6. As often as may be reasonably required, per- mit us to inspect the property proving the loss or damage and examine your books and re- cords. Also permit us to take samples of damaged and undamaged property for inspection, testing and analysis, and permit us to make copies from your books and records. 7. We may examine any insured under oath, while not in the presence of any other insured and at such times as may be reasonably re- quired, about any matter relating to this insur- ance or the claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. 8. Send us a signed, sworn proof of loss contain- ing the information we request to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. 9. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit. 10. Cooperate with us in the investigation or set- tlement of the claim. D. Insurance Under Two Or More Coverages If two or more of this policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. E. Loss Payment 1. We will give notice of our intentions within 30 days after we receive the sworn proof of loss. 2. We will not pay you more than your financial interest in the Covered Property. 3. We may adjust losses with the owners of lost or damaged property if other than you. If we pay the owners, such payments will satisfy your claim against us for the owners' property. We will not pay the owners more than their fi- nancial interest in the Covered Property. 4. We may elect to defend you against suits aris- ing from claims of owners of property. We will do this at our expense. CM 00 0109 04 C ISO Properties, Inc., 2003 Page 1 of 3 13 5. We will pay for covered loss or damage within 30 days after we receive the sworn proof of loss if you have complied with all the terms of this Coverage Part and: a. We have reached agreement with you on the amount of the loss; or b. An appraisal award has been made. 6. We will not be liable for any part of a loss that has been paid or made good by others. F. Other Insurance 1. You may have other insurance subject to the same plan, terms, conditions and provisions as the insurance under this Coverage Part. If you do, we will pay our share of the covered loss or damage. Our share is the proportion that the applicable Limit of Insurance under this Cover- age Part bears to the Limits of Insurance of all insurance covering on the same basis. 2. If there is other insurance covering the same loss or damage, other than that described in 1. above, we will pay only for the amount of cov- ered 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. G. Pair, Sets Or Parts 1. Pair Or Set In case of loss or damage to any part of a pair or set we may: a. Repair or replace any part to restore the pair or set to its value before the loss or damage; or b. Pay the difference between the value of the pair or set before and after the loss or dam- age. 2. Parts I. Reinstatement Of Limit After Loss The Limit of Insurance will not be reduced by the payment of any claim, except for total loss or dam- age of a scheduled item, in which event we will re- fund the unearned premium on that item. J. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Part has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 1. Prior to a loss to your Covered Property. 2. After a loss to your Covered Property only if, at time of loss, that party is one of the following: a. Someone insured by this insurance; or b. A business firm: (1) Owned or controlled by you; or (2) That owns or controls you. This will not restrict your insurance. GENERAL CONDITIONS A. Concealment, Misrepresentation Or Fraud This Coverage Part is void in any case of fraud, in- tentional concealment or misrepresentation of a material fact, by you or any other insured, at any time, concerning: 1. This Coverage Part; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this Coverage Part. In case of loss or damage to any part of Cov- B. Control Of Property ered Property consisting of several parts when Any act or neglect of any person other than you complete, we will only pay for the value of the beyond your direction or control will not affect this lost or damaged part. insurance. H. Recovered Property The breach of any condition of this Coverage Part If either you or we recover any property after loss at any one or more locations will not affect cover - settlement, that party must give the other prompt age at any location where, at the time of loss or notice. At your option, the property will be returned damage, the breach of condition does not exist. to you. You must then return to us the amount we C. Legal Action Against Us paid to you for the property. We will pay recovery expenses and the expenses to repair the recov- No one may bring a legal action against us under ered property, subject to the Limit of Insurance. this Coverage Part unless: 1. There has been full compliance with all the terms of this Coverage Part; and 2. The action is brought within 2 years after you first have knowledge of the direct loss or dam- age. Page 2 of 3 C ISO Properties, Inc., 2003 CM 00 0109 04 0 D. No Benefit To Bailee No person or organization, other than you, having custody of Covered Property will benefit from this insurance. E. Policy Period, Coverage Territory We cover loss or damage commencing: 1. During the policy period shown in the Declara- tions; and 2. Within the coverage territory. F. Valuation The value of property will be the least of the fol- lowing amounts: 1. The actual cash value of that property; 2. The cost of reasonably restoring that property to its condition immediately before loss or damage; or 3. The cost of replacing that property with sub- stantially identical property. In the event of loss or damage, the value of prop- erty will be determined as of the time of loss or damage. CM 00 01 09 04 © ISO Properties, Inc., 2003 Page 3 of 3 13 COMMERCIAL INLAND MARINE CM 01 12 09 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL INLAND MARINE COVERAGE PART A. Loss Condition B. Appraisal in the Commercial B. Paragraph 8. of Loss Condition C. Duties In The Inland Marine Conditions is replaced by the Event Of Loss in the Commercial Inland Marine following: Conditions is replaced by the following: B. Appraisal 8. Send us a signed, sworn proof of loss 1. If we and you disagree on the value of the containing the information we request to settle property or the amount of loss, either may the claim. You must do this within 91 days after make written demand, within 60 days after our request. We will supply you with the our receipt of a signed, sworn proof of loss, necessary forms. for an appraisal of the loss. In this event, C. Paragraph 2. of General Condition C. Legal each party will select a competent and Action Against Us in the Commercial Inland impartial appraiser. The two appraisers will Marine Conditions is replaced by the following: select an umpire. If they cannot agree for 2. The action is brought within two years and one 15 days upon such umpire, either may day from the date the cause of action first request that selection be made by a judge accrues. A cause of action accrues on the date of a court having jurisdiction. The of the initial breach of our contractual duties as appraisers will state separately the value of alleged in the action. the property and amount of loss. If they fail to agree, they will submit their differences D. Paragraphs A.5.a. and A.5.b. of the Coverage to the umpire. A decision agreed to by any Extensions and Section F. Definitions in the two will be binding. Each party will: Equipment Dealers Coverage Form are deleted. a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. 2. If there is an appraisal: a. You will still retain your right to bring a legal action against us, subject to the provisions of the Legal Action Against Us Commercial Inland Marine Condition; and b. We will still retain our right to deny the claim. CM 01 12 0913 © Insurance Services Office, Inc., 2012 Page 1 of 1 PI -CIM -053 (12/06) COMPUTER 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 "ours" refer to the Company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VI, Definitions. Coverage Form Declarations Limit of Insurance Loc. No. ALL Computer Property Coverage Section Hardware $ Data Media $ All Premises Computer Property Blanket Limit of Insurance Deductible $ 1,000 Business Income with Extra Expense Coverage Section Monthly Limit of Indemnity $ Maximum Period of Indemnity Days All Premises Business Income with Extra Expense Blanket Monthly Limit of Indemnity All Premises Business Income with Extra Expense Maximum Period of Indemnity Deductible $ OR Waiting Period Other Limits of Insurance Basic Limit While in transit $10,000 Transfer between premises $10,000 Temporarily within other premises $10,000 Permanently located at an employee's $10,000 residence ❑ Hours ❑ Days or $ or $ or $ or $ 50,000 E5 Superseding Limit Valuation Basis: ® Replacement Cost ❑ Actual Cash Value ❑ Operational Replacement Cost Page 1 of 13 PI -CIM -053 (12/06) I. Coverages We provide coverage only under the Coverage Section or Sections for which a Limit of Insurance is shown in the Coverage Declarations. A. Computer Property Coverage Section 1. We will pay for direct physical "loss" to Covered Property caused by or resulting from any of the Covered Causes of Loss. Covered Property, as used in the Computer Property Coverage Section, means the following types of computer property for which a Limit of Insurance is shown in the Coverage Declarations. a. Computer hardware used in your business which you own or is property of others in your care, custody or control for which you are liable. b. Computer "data" and "media" used in your business which you own or is property of others in your care, custody or control. 2. We will cover the property while it is: a. At a premises shown in the Coverage Declarations or on an attached schedule; b. In transit; and c. Temporarily at other premises. d. Permanently located at an employee's residence. 3. Additional Coverages Applicable to the Computer Property Coverage Section. a. Preservation of Property If it is necessary to move Covered Property from premises listed in the Coverage Declarations or on an attached schedule to preserve it from "loss" by any of the Covered Causes of Loss, we will pay for any direct physical "loss" to that property: (1) While it is being moved or while temporarily stored at another premises; but (2) Only if the "loss" occurs within 30 days after the property is first moved. The Limit of Insurance for Property in Transit or Temporarily at Other Premises does not apply to this Additional Coverage. This Additional Coverage does not increase the Limits of Insurance provided by this Coverage Form. b. Debris Removal (1) We will pay your expenses to remove debris of Covered Property at a premises listed in the Coverage Declarations or on an attached schedule caused by or resulting from any of the Covered Causes of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the date of the direct Page 2 of 13 PI -CIM -053 (12/06) physical "loss". (2) We will pay 25% of the amount we pay for the direct physical "loss" to Covered Property; plus the Deductible in this policy applicable to that "loss", but This Additional Coverage does not apply to costs to: (a) Extract "pollutants" from land or water; or to (b) Remove, restore or replace polluted land or water. This limit does not increase any applicable Limits of Insurance. (3) If either: (a) The sum of direct physical "loss" and Debris Removal expenses exceeds the applicable Limits of Insurance; or (b)The Debris Removal expenses exceed the amount payable under the 25% limitation in subparagraph (b) (2) above; We will pay up to an additional $50,000 for each described premises in any one occurrence. This limit is in addition to any other applicable Limits of Insurance provided by this Coverage Form. c. Duplicate "Data" and "Media" (1) We will cover duplicate and back-up "data" and "media" which is: (a) Stored at premises other than the premises shown in the Coverage Declarations or on an attached schedule; and (b) Not covered under another policy. (2) The most we will pay for "loss" to duplicate "data" and "media" in any one occurrence is $50,000. This Additional Coverage does not apply to property at any scheduled premises. This Additional Coverage is in addition to the applicable Limit of Insurance provided by the Computer Property Coverage Section. d. Additionally Acquired Computer "Hardware" (1) We will pay for direct physical "loss" caused by or resulting from any of the Covered Causes of Loss to additional computer "hardware" you acquire, if it is of a type already covered under the Computer Property Coverage Section. The most we will pay under this Additional Coverage for "loss" to computer "hardware" in any one occurrence is the lesser of the following amounts: (a) 20% of the Limit of Insurance for computer "hardware" at the premises with the highest Limit of Insurance shown in the Coverage Declarations or on an attached schedule as of the date of "loss"; or Page 3 of 13 PI -CIM -053 (12/06) (b)$250,000. (2) Insurance under this Additional Coverage will end when any of the following first occurs: (a) This policy expires; (b) 60 days expire after you acquire the property; or (c) You report such property to us. (3) We will charge you additional premium for values reported from the date you acquire the property. This Additional Coverage does not increase the applicable Limits of Insurance provided by the Computer Property Coverage Section. e. Additionally Acquired Premises (1) We will pay for direct physical "loss" to the covered computer "hardware" at new premises not listed in the Coverage Declarations or on an attached schedule caused by or resulting from any of the Covered Causes of Loss. The most we will pay under this Additional Coverage for covered computer "hardware" in any one occurrence is $250,000. (2) Insurance under this Additional Coverage will end when any of the following first occurs: (a) This policy expires; (b) 60 days after you move the covered computer "hardware" to the new premises; or (c) You report the move to the new premises to us. (3) We will have the right to make a premium adjustment for such new premises. The adjustment will be made from the date you acquire the premises, and will be pro -rata of the rates in effect on that date. This Additional Coverage does not increase the applicable Limits of Insurance provided by the Computer Property Coverage Section. f. Recharge or Refill of Fire Protection System We will pay your expenses to recharge or refill an automatic fire protection system that is specifically designed to protect the Covered Property when such system is discharged as a result of any of the Covered Causes of Loss. The most we will pay under this Additional Coverage in any one occurrence is $50,000. This Coverage is in addition to the applicable Limits of Insurance provided by the Computer Property Coverage Section. g. Worldwide Transit Extension The provisions in this Coverage Form for Computer Property while in Transit, and for Computer Property Temporarily within other premises are extended to provide coverage world-wide. In no event will we pay more than the lesser of the following amounts: (1)10% of the Limit of Insurance shown in the Coverage Declarations for Property While In Transit; or Page 4 of 13 PI -CIM -053 (12/06) (2) $15,000. This Coverage is in addition to the applicable Lines of Insurance provided by the Computer Property Coverage Section. h. Transfer Between Premises Coverage We will pay for direct physical "loss" caused by any of the Covered Causes of Loss to Covered Property which you transfer between scheduled premises. The most we will pay under this Additional Coverage in any one occurrence is the Superseding Limit shown on the Coverage Declarations. If a Superseding Limit is not entered, then the Basic Limit will apply. The Basic or Superseding Limit of Insurance, whichever applies, is the only applicable Limit of Insurance for Computer Property that has been transferred between premises, and no other Limit or combination of Limits applies. B. Business Income with Extra Expense Coverage Section Subject to the "Maximum Period of Indemnity" and the "Monthly Limit of Indemnity" shown on the Coverage Declarations, we will pay for the actual loss of "business income" you sustain due to the necessary suspension of your "operations" during the "period of restoration". The suspension must occur during the policy period at a premises shown in the Coverage Declarations or on an attached schedule, and must be caused by direct physical "loss" to "Computer Facility Property" caused by or resulting from any of the Covered Causes of Loss. We will pay your "business income" loss if you are prohibited access to the premises where your computer facility is located by order of civil authority because of direct physical "loss" to adjacent property caused by or resulting from any of the Covered Causes of Loss. a. This Coverage for prohibited access to premises will apply from the time of such order and for up to two weeks. b. This Coverage for prohibited access to premises does not increase the Limits of Insurance provided by the Business Income with Extra Expense Coverage Section. 2. Subject to the "Maximum Period of Indemnity" and the "Monthly Limit of Indemnity" shown on the Coverage Declarations, we will pay the actual and necessary "extra expenses" you incur, except the cost of extinguishing a fire, in order to continue your "operations" during the "period of restoration". The "extra expenses" must be incurred during the policy period at a premises shown in the Coverage Declarations or on an attached schedule, and must result from direct physical "loss" to "Computer Facility Property" caused by or resulting from any of the Covered Causes of Loss. We will pay the actual and necessary "extra expenses" you incur to continue your "operations" if you are prohibited access to the premises where your computer facility is located by order of civil authority because of direct physical "loss" to adjacent property caused by or resulting from any of the Covered Causes of Loss. a. This Coverage for prohibited access to premises will apply from the time of such order and for up to two weeks. b. This Coverage for prohibited access to premises does not increase the Limits of Insurance provided by the Business Income with Extra Expense Coverage Section. Page 5 of 13 PI -CIM -053 (12/06) C. Applicable To All Coverage Sections Off Premises Power Supply Failure We will pay for "loss" caused by interruption of power supply service to the described premises. The interruption must be caused by direct physical "loss" by any of the Covered Causes of Loss to the following types of property not on the described premises, supplying electricity, steam or gas to the described premises. a. Utility generating plants; b. Switching stations; c. Substations; d. Transformers; and e. Transmission Lines; But not overhead transmission lines. The most we will pay under the Coverage Extension in any one occurrence is $25,000. This Coverage Extension is in addition to the Limits of Insurance provided by this Coverage Form. D. Property Not Covered Covered Property does not include: 1. `Valuable papers and records" unless they are converted into "data" form, and then only in that form; 2. Under the Computer Property Coverage Section, any computer "data" or "media" which cannot be reproduced or replaced with others of the same kind of quality, unless they are scheduled in an attached Software Specified Value Endorsement; 3. Property which you are leasing or renting to others while it is away from your premises; 4. Contraband, or property in the course of illegal transportation or trade; or 5. Manufacturing or production machinery or equipment. E. Covered Causes of Loss Covered Causes of Loss means Risks of Direct Physical Loss to Covered Property except those Causes of Loss listed in the Exclusions. II. Exclusions A. We will not pay for "loss" caused directly or indirectly by any of the following. Such "loss" is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the "loss". Page 6 of 13 PI -CIM -053 (12/06) 1. Governmental Action Seizure or destruction of property by order of governmental authority. But we will pay for "loss" caused by or resulting from 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 Coverage Form. 2. Nuclear Hazard a. Any weapon employing atomic fission or fusion; or b. Nuclear reaction or radiation, or radioactive contamination from any other cause. But we will pay for direct "loss" by resulting fire if the fire would be covered under this Coverage Form. 3. Off -Premises Services 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" by a Covered Cause of Loss results, we will pay for that resulting 'loss". This exclusion does not apply to the Off -Premises Power Supply Failure Coverage Extension. 4. War and Military Action a. War, including undeclared or civil war; b. 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 c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. B. We will not pay for "loss" caused by or resulting from any of the following: 1. Delay, loss of use, loss of market, or any other consequential loss. 2. Discharge, dispersal, seepage, migration, release or escape of "pollutants". 3. Dishonest acts by you or any of your partners, officers, directors, or trustees whether or not acting alone or in collusion with other persons or occurring during the hours of employment. 4. Error in machine programming or instructions to any machine. 5. Wear and tear, any quality in the property that causes it to damage or destroy itself, hidden or latent defect, gradual deterioration, depreciation, insects, vermin, rodents. 6. Voluntary parting with any property by you or anyone entrusted with the property if induced to do so by any fraudulent scheme, trick, device, or false pretense. C. We will not pay for "loss" caused by or resulting from any of the following. But if 'loss" by any of the Covered Causes of Loss results, we will pay for that resulting 'loss Page 7 of 13 PI -CIM -053 (12/06) 1. Acts or decisions, including the failure to act or decide, of any person, group, organization or governmental body. 2. Weather conditions. But this exclusion only applies if weather conditions contribute in any way with a cause or event excluded in paragraph II. A. above to produce the 'loss". III. Additional Exclusions applying to the Business Income with Extra Expense Coverage Section: We will not pay for "loss" caused by or resulting from any of the following: A. Any local or State ordinance or law regulating construction or repair of buildings or structures. B. Interference by strikers or other persons at your premises with the repair or replacement of property which has been damaged or destroyed, or with your efforts to resume 'operations". C. The suspension, lapse, or cancellation of any lease, license, contract, or order. IV. Limits of Insurance The most we will pay for "loss" in any one occurrence: A. For each Coverage Section, regardless of the number of premises suffering 'loss" in any one occurrence, is the Limit of Insurance applicable to that Coverage Section in the Coverage Declarations; B. For all other coverage provided under this Coverage Form is the applicable Limit of Insurance shown in the Coverage Declarations. C. For Computer Property while in transit is the Superseding Limit shown on the Coverage Declarations. If a Superseding Limit is not entered, then the Basic Limit will apply. The Basic or Superseding Limit of Insurance, whichever applies, is the only applicable Limit of Insurance for Computer Property while in transit, and no other Limit or combination of Limits applies. D. For Computer Property while temporarily within other premises is the Superseding Limit shown on the Coverage Declarations. If a Superseding Limit is not entered, then the Basic Limit will apply. The Basic or Superseding Limit of Insurance, whichever applies, is the only applicable Limit of Insurance for Computer Property while temporarily within other premises, and no other Limit or combination of Limits applies. V. Deductible We will not pay for "loss" in any one occurrence until the amount of "loss" exceeds the Deductible or Waiting Period shown in the Coverage Form Declarations. We will then pay the amount of "loss" in excess of the Deductible, up to the applicable Limit of Insurance. If more than one deductible is applicable under this Coverage Form at a scheduled premises, we will only apply the highest amount that is applicable. VI. Additional Conditions A. The following condition is applicable to all Coverage Sections, and applies in addition to the Commercial Inland Marine Conditions, and the Common Policy Conditions: 1. Policy Period, Coverage Territory Under this Coverage Form: Page 8 of 13 PI -CIM -053 (12/06) a. We cover "loss" commencing within the Coverage Territory. b. The Coverage Territory is the United States of America and Canada. B. The following conditions are applicable to the Computer Property Section, and apply in addition to the Commercial Inland Marine Conditions, and the Common Policy Conditions: 1. Valuation - Computer Hardware General Condition E. Valuation of the Commercial Inland Marine Conditions is replaced by the following: In the event of a "loss" we will determine the value of Covered Property as of the date of the "loss" as follows: a. Replacement Cost If the Valuation Basis shown in the Coverage Declarations applicable to this Covered Property is Replacement Cost: (1) We will determine the value of the lost or damaged property at Replacement Cost, except as provided below. Replacement Cost means the cost to replace with new property of comparable material and quality and used for the same purpose without deduction for depreciation. (2) You may make a claim for "loss" covered by this insurance on an Actual Cash Value basis instead of a Replacement Cost basis. In the event you elect to have the "loss" settled on an Actual Cash Value basis, you may still make a claim for the additional coverage which Replacement Cost provides if you notify us of your intent to do so within 180 days after the "loss". (3) We will not pay on a Replacement Cost basis for any "loss": (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". (4) We will not pay more for "loss" on a Replacement Cost basis than the least of the following: (i) The Limit of Insurance applicable to the lost or damaged property; (ii) The cost to replace the lost or damaged property with other property of comparable material and quality; and used for the same purpose; or (iii) The amount you actually spend that is necessary to repair or replace the lost or damaged property. b. Actual Cash Value if the Valuation Basis shown in the Coverage Declarations is Actual Cash Value. (1) We will determine the value of lost or damaged property at Actual Cash Value as of the time of "loss", including an allowance for depreciation. Page 9 of 13 PI -CIM -053 (12/06) (2) We will not pay more for "loss" on a Actual Cash Value basis than the least of the following: (i) The Limit of Insurance applicable to the lost or damaged property; (ii) The cost to replace the lost or damaged property with other property of comparable material and quality; and used for the same purpose; or (iii) The amount you actually spend that is necessary to repair or replace the lost or damaged property. c. Operational Replacement Cost If the Valuation Basis shown in the Coverage Declaration is Operational Replacement Cost: (1) We will determine the value of the lost or damaged Property at Operational Replacement Cost, except as provided below. Operational Replacement Cost means the cost to replace the lost or damaged property with new property intended to perform the same function. (2) You may make a claim for "loss" covered by this insurance on an Actual Cash Value basis instead of an Operational Replacement Cost basis. In the event you elect to have "loss" settled on an Actual Cash Value basis, you may still make a claim for the additional coverage which Operational Replacement Cost provides if you notify us of your intent to do so within 180 days after the "loss". (3) However, for Operational Replacement Cost to apply, there must be a total "loss" of the current item. If a partial "loss" occurs to an item covered for Operational Replacement Cost, we will pay as if the item were insured for Replacement Cost as explained under B.1 .a. of this Coverage Form. (4) We will not pay more for `loss" on an Operational Replacement Cost basis than the least of the following: (i) The Limit of Insurance applicable to the lost or damaged property; (ii) The cost to replace, on the same premises, the lost or damaged property with other property of comparable material and quality; and used to perform the same functions; or (iii)The amount you actually spend that is necessary to repair or replace the lost or damaged property. 2. Valuation - Computer "Data" and "Media" General Condition E. Valuation of the Commercial Inland Marine Conditions is replaced by the following: the event of a "loss" we will determine the value of Covered Property as of the date of the "loss" as follows: a. "Data" and "Media" not specifically listed by endorsement on this policy shall be valued as follows: (1) The actual cost of reproducing or replacing the lost or damaged "data" and "media", if you actually reproduce or replace them; or Page 10 of 13 PI -CIM -053 (12/06) (2) The cost to replace the blank "media" with substantially identical property. b. "Data" and "Media" that are listed by endorsement on this policy shall be valued as the amount per item specified on the endorsement. This listed amount shall be the agreed value for the purpose of this coverage. C. The following conditions are applicable to the Business Income with Extra Expense Section, and apply in addition to the Commercial Inland Marine Conditions, and the Common Policy Conditions: 1. Applicable to Extra Expenses a. Salvage If you buy property to use temporarily until your "operations" return to "normal', we will subtract its remaining value from the "extra expenses" you have. b. Resumption of Operations You will resume all or part of your "operations" as quickly as possible. We will reduce the amount of your loss to the extent you can return your "operations" to "normal' and discontinue your "extra expenses". 2. Applicable to the Business Income a. Measure of Recovery In the event that direct physical "loss" to Covered Property causes a total shutdown of your "operations" the measure of recovery for each "work day" during the "period of restoration" will be the amount of "business income" your "operations" would have earned if no "loss" had occurred. In the event that direct physical "loss" to Covered Property causes a partial shutdown of your "operations" the measure of recovery for each "work day" during the "period of restoration" will be the proportion of the Limit of Insurance for each "work day" that the amount of your "business income" loss during the "period of restoration" bears to the amount of "business income" your "operations" would have earned if no "loss" had occurred. b. Resumption of Operations If you can reduce your "business income" loss: (1) By total or partial resumption of your "operations" at the premises where the "loss" occurred; or (2) By using other property at other premises; you must do so. We will deduct the amount of such reduction from your adjusted "business income" loss. VI. Definitions A. "Business Income" means the sum of the following amounts: 1. Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred; and Page 11 of 13 PI -CIM -053 (12/06) 2. Continuing normal operating expenses incurred, including payroll. B. "Computer Facility Property" means: 1. Computer "hardware", "data" and "media" used in your business which you own, or is property of others in your care, custody or control; 2. The buildings or structure in which such "hardware", "data" and "media" are located, if the "loss" prevents access to your computer facility; or 3. The air conditioning system or electrical system needed to operate your computer "hardware". C. "Data" means facts, figures, concepts, or instructions that are in a form that can be communicated, interpreted, or processed by computer systems. This includes computer programs, but not "media". D. "Extra Expenses" means operating expenses over and above the costs you normally would have incurred if no "loss" had occurred. This includes expenses to rent or use other property, premises or facilities. It does not include: 1. Loss of profits or earnings that result from a reduction of your `operations"; 2. Any direct or indirect property damage that is insurable under a property damage policy; or 3. The cost to repair or replace damaged property. However, we will pay expenses in excess of the usual cost to repair or replace such property if they are necessary in order to reduce your "extra expenses". We will not pay more for such expenses to repair or replace damaged property than the amount by which they reduce your total "extra expenses" loss. E. "Flood" means flood, surface water, waves, tides, tidal waves, overflow of any body of water, or their spray, all whether driven by wind or not. F. "Hardware" means a network of equipment and components which accept information, process and analyze that information according to a plan and then produces the desired results. It includes disk and tape drives, printers, display screens, remote terminals, computers which control manufacturing or production equipment or machinery, and computerized telephone systems, but it does not include computer "media". G. "Loss" means accidental loss or damage. H. "Maximum Period of Indemnity" means the maximum time period in number of consecutive days after a direct physical "loss" for which we will pay for "Business Income", "Extra Expenses", or any combination of "Business Income" and "Extra Expenses" resulting from one occurrence. I. "Media" means materials on which "data" can be recorded, such as magnetic tapes, disk packs, paper tapes, and cards. J. "Monthly Limit of Indemnity" means the maximum amount at any scheduled premises that we will pay for "Business Income", "Extra Expenses", or any combination of "Business Income" and "Extra Expenses" in each period of 30 consecutive days after a direct physical "loss". Page 12 of 13 PI -CIM -053 (12/06) K. "Normal' means conditions that would have existed if no direct physical "loss" had occurred. L. "Operations" means business activities you perform using the Covered Property at the described premises. M. "Period of Restoration" means the period from the date the "loss" occurs until the Covered Property should be repaired, rebuilt, or replaced with reasonable speed and similar quality. The "Period of Restoration" is not limited by the expiration or termination of this Coverage Form. N. "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. O. `Valuable papers and records" means inscribed, printed or written documents, manuscripts or records, including abstracts, books, deeds, drawings, films, maps or mortgages. But "Valuable papers and records" does not mean money or securities, "data", or "media". P. `Volcanic action" means direct "loss" resulting from the eruption of a volcano when the "loss" is caused by: 1. Airborne volcanic blast or airborne shock waves; 2. Ash, dust or particulate matter; or 3. Lava flow. Q. "Work day" means each period of 24 consecutive hours in which you would normally conduct your "operations", beginning at 12:01 a.m. standard time at the premises where the "loss" occurs and ending at 12:00 a.m. standard time at the premises where the "loss" occurs. Page 13 of 13 No Text PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury— Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury— Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V — DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) 'Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the 'occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors —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 by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators —Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co - "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers —At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you 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 that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment— Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement —Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client' for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client' means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION 11— WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I— COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. SECTION 1— COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit' seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation (s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the H I PAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V —DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury — includes Mental Anguish Included 11 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments — Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments — Bail Bonds $5,000 5 Supplementary Payment— Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement — Janitorial Services Client Coverage $10,000 limit 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured — Broadened Named Insured Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured —Vendor Included 8 Additional Insured — Franchisor Included 9 Additional Insured — When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured — State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company COMMERCIAL GENERAL LIABILITY CG 32 08 12 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - BINDING ARBITRATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART If we and the insured do not agree whether coverage is provided under this Coverage Part for a claim made against the insured, then either party may make a written demand for arbitration. When this demand is made, each party will select an arbitrator. The two arbitrators will select a third. If they cannot agree within 30 days, either may request that selection be made by a judge of a court having juris- diction. Each party will: 1. Pay the expenses it incurs; and 2. Bear the expenses of the third arbitrator equally. Unless both parties agree otherwise, arbitration will take place in the county or parish in which the ad- dress shown in the Declarations is located. Local rules of law as to procedure and evidence will apply. A decision agreed to by two of the arbitrators will be binding. CG 32 0812 04 © ISO Properties, Inc., 2003 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG 26 46 04 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS ABUSE OR MOLESTATION EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Para- graph 2., Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: 1. The actual or threatened abuse or molestation by anyone of any person while in the care, custody or control of any insured, or 2. The negligent: a. Employment; b. Investigation; c. Supervision; d. Reporting to the proper authorities, or failure to so report; or e. Retention; of a person for whom any insured is or ever was legally responsible and whose conduct would be excluded by Paragraph 1. above. For the purposes of this endorsement, abuse means an act which is committed with the intent to cause harm. CG 26 46 04 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 13 COMMERCIAL GENERAL LIABILITY CG 26 3912 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - EMPLOYMENT-RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability: This insurance does not apply to: B. "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demo- tion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution di- rected at that person; or (3) To any obligation to share damages with or to repay someone else who must pay damages because of the injury. The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage B — Per- sonal And Advertising Injury Liability: This insurance does not apply to: "Personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment- related practices described in Paragraphs (a), (2) (b) or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demo- tion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution di- rected at that person; or The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b) or (c) above is directed. CG 26 3912 07 © ISO Properties, Inc., 2006 Page 1 of 1 ❑ D. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk In- surance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terror- ism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures es- tablished by the Secretary of the Treasury. Page 2 of 2 © ISO Properties, Inc., 2007 CG 21 84 01 08 13 COMMERCIAL GENERAL LIABILITY CG 21 84 0108 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED NUCLEAR, BIOLOGICAL, CHEMICAL OR RADIOLOGICAL ACTS OF TERRORISM; CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indi- rectly, out of a "certified act of terrorism". How- ever, this exclusion applies only when one or more of the following are attributed to such act: 1. The terrorism involves the use, release or escape of nuclear materials, or directly or indi- rectly results in nuclear reaction or radiation or radioactive contamination; or 2. The terrorism is carried out by means of the dispersal or application of pathogenic or poi- sonous biological or chemical materials; or 3. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Part to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property dam- age", "personal and advertising injury", "injury" or "environmental damage" as may be defined in any applicable Coverage Part. 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria con- tained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terror- ism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infra- structure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the con- duct of the United States Government by coercion. C. In the event of any incident of a "certified act of terrorism" that is not subject to this exclusion, cov- erage does not apply to any loss or damage that is otherwise excluded under this Coverage Part. CG 2184 0108 © ISO Properties, Inc., 2007 Page 1 of 2 13 COMMERCIAL GENERAL LIABILITY CG 2167 12 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FUNGI OR BACTERIA EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph 2. B. The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverage A — Bodily Exclusions of Section I — Coverage B — Per - Injury And Property Damage Liability: sonal And Advertising Injury Liability: 2. Exclusions 2. Exclusions This insurance does not apply to: This insurance does not apply to: Fungi Or Bacteria Fungi Or Bacteria a. 'Bodily injury" or "property damage" which a. "Personal and advertising injury" which would not have occurred, in whole or in would not have taken place, in whole or in part, but for the actual, alleged or threat- part, but for the actual, alleged or threat- ened inhalation of, ingestion of, contact ened inhalation of, ingestion of, contact with, exposure to, existence of, or presence with, exposure to, existence of, or presence of, any 'fungi" or bacteria on or within a of any "fungi" or bacteria on or within a building or structure, including its contents, building or structure, including its contents, regardless of whether any other cause, regardless of whether any other cause, event, material or product contributed con- event, material or product contributed con- currently or in any sequence to such injury currently or in any sequence to such injury. or damage. b. Any loss, cost or expense arising out of the b. Any loss, cost or expenses arising out of abating, testing for, monitoring, cleaning up, the abating, testing for, monitoring, cleaning removing, containing, treating, detoxifying, up, removing, containing, treating, detoxify- neutralizing, remediating or disposing of, or ing, neutralizing, remediating or disposing in any way responding to, or assessing the of, or in any way responding to, or assess- effects of, "fungi" or bacteria, by any fin- ing the effects of, "fungi" or bacteria, by any sured or by any other person or entity. insured or by any other person or entity. C. The following definition is added to the Definitions This exclusion does not apply to any "fungi" or Section: bacteria that are, are on, or are contained in, a "Fungi" means any type or form of fungus, includ- good or product intended for bodily consump- ing mold or mildew and any mycotoxins, spores, tion. scents or byproducts produced or released by fungi. CG 21 6712 04 © ISO Properties, Inc., 2003 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - PERSONAL AND ADVERTISING INJURY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. COVERAGE B (Section 1) does not apply and none of the references to it in the Coverage Part apply. CG 21 38 1185 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 0 POLICY NUMBER: PHPK1262162 COMMERCIAL GENERAL LIABILITY CG 21 16 07 98 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - DESIGNATED PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Description Of Professional Services: 1• Any and all Professional Liability 2. 3. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to any professional services shown in the Schedule, the following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" due to the rendering of or failure to render any professional service. CG 21 16 07 98 Copyright, Insurance Services Office, Inc., 1997 Page 1 of 1 ❑ COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - CLUB MEMBERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. WHO IS AN INSURED (Section II) is amended to include as an insured any of your members, but only with re- spect to their liability for your activities or activities they perform on your behalf. CG 20 0211 85 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG 01 36 10 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES -YOUR RIGHT TO CLAIM AND OCCURRENCE INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART (CLAIMS -MADE VERSION) Paragraph 10. Your Right To Claim And "Occur- rence" Information of Section IV — Conditions is replaced by the following: 10.Your Right To Claim And "Occurrence" Information We will provide the first Named Insured shown in the Declarations the following information relating to this and any preceding general liability claims - made Coverage Part we have issued to you during the previous three years: a. A list or other record of each "occurrence", not previously reported to any other insurer, of which we were notified in accordance with Paragraph 2.a. of the Section IV — Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. We will include the date and brief description of the "occurrence" if that in- formation was in the notice we received. b. A summary by policy year, of payments made and amounts reserved, stated separately, un- der any applicable General Aggregate Limit and Products -Completed Operations Aggre- gate Limit. Amounts reserved are based on our judgment. They are subject to change and should not be re- garded as ultimate settlement values. You must not disclose this information to any claimant or any claimant's representative without our consent. If we cancel or elect not to renew this Coverage Part, we will provide such information no later than 30 days before the date of policy termination. In other circumstances, we will provide this informa- tion within 30 days of receipt of the request. We compile claim and "occurrence" information for our own business purposes and exercise reason- able care in doing so. In providing this information to the first Named Insured, we make no represen- tations or warranties to insureds, insurers, or oth- ers to whom this information is furnished by or on behalf of any insured. Cancellation or nonrenewal will be effective even if we inadvertently provide inaccurate information. CG 01 3610 08 © Insurance Services Office Inc., 2008 Page 1 of 1 ❑ COMMERCIAL GENERAL LIABILITY CG 0103 06 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. With regard to liability for Bodily Injury, Property Damage and Personal And Advertising Injury, unless we are prejudiced by the insured's or your failure to comply with the requirement, no provi- sion of this Coverage Part requiring you or any insured to give notice of "occurrence", claim or "suit", or forward demands, notices, summonses or legal papers in connection with a claim or "suit" will bar coverage under this Coverage Part. CG 0103 06 06 0 ISO Properties, Inc., 2005 Page 1 of 1 D COMMERCIAL GENERAL LIABILITY CG 00 68 05 09 RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion q. of Paragraph 2. Exclusions of Sec- B. Exclusion p. of Paragraph 2. Exclusions of Sec- tion I — Coverage A — Bodily Injury And Prop- tion I — Coverage B — Personal And Advertising erty Damage Liability is replaced by the follow- Injury Liability is replaced by the following: ing: 2. Exclusions 2. Exclusions This insurance does not apply to: q. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to vio- late: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordi- nance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and addi- tions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmit- ting, communicating or distribution of material or information. This insurance does not apply to: p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising di- rectly or indirectly out of any action or omis- sion that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordi- nance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and addi- tions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmit- ting, communicating or distribution of material or information. CG 00 68 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 D (2) The providing of or failure to provide warn- ings or instructions. c. Does not include vending machines or other property rented to or located for the use of oth- ers but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions. Page 16 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 0 15."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Prod ucts-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the fol- lowing times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your con- tract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials; or (3) Products or operations for which the classi- fication, listed in the Declarations or in a policy schedule, states that products - completed operations are subject to the General Aggregate Limit. 17."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from com- puter software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, dis- tributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your prod- uct'; and CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 15 of 16 13 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or "auto'; or c. While it is being moved from an aircraft, water- craft or "auto" to the place where it is finally de- livered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not at- tached to the aircraft, watercraft or "auto". 12."Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehi- cle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13."Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions. 14."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person oc- cupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or organi- zation's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of pri- vacy; f. The use of another's advertising idea in your "advertisement"; or f. Vehicles not described in Paragraph a., b., c. g. Infringing upon another's copyright, trade dress or d. above maintained primarily for purposes or slogan in your "advertisement". other than the transportation of persons or cargo. Page 14 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 C 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or dam- age arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or simi- lar electronic means of communication provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, defi- cient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the re- pair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organiza- tion for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract'; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property dam- age" to a third person or organization. Tort li- ability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, inspection, ar- chitectural or engineering activities. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 13 of 16 O (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other in- surance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- plicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit We will compute all premiums for this Cover- age Part in accordance with our rules and rates. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web -sites, only that part of a web- site that is about your goods, products or ser- vices for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". Page 12 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 13 (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit'; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Para- graph b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insur- ance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work'; (ii) That is Fire insurance for premises rented to you or temporarily occu- pied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occu- pied by you with permission of the owner; or (iv) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Dam- age Liability. (b) Any other primary insurance available to you covering liability for damages aris- ing out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer de- fends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 11 of 16 13 b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That represen- tative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance avail- able to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard'; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed op- erations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage B for the sum of all damages be- cause of all "personal and advertising injury" sus- tained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property dam- age" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Ex- pense Limit is the most we will pay under Cover- age C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent pos- sible, 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 Page 10 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 11 (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that in- demnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Cov- erage A — Bodily Injury And Property Damage Li- ability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insur- eds, 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 in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their du- ties as your officers or directors. Your stock- holders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their du- ties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "em- ployees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited li- ability company), to a co -"employee" while in the course of his or her em- ployment or performing duties related to the conduct of your business, or to your other "volunteer workers" while perform- ing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volun- teer worker" as a consequence of Para- graph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or con- trol of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any mem- ber (if you are a limited liability company). CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 9 of 16 0 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occu- pies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a work- ers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed opera- tions hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", includ- ing actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment in- terest based on that period of time after the of- fer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or depos- ited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insur- ance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the li- ability of the indemnitee in a contract or agree- ment that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter- ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit'; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit'; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit'; and Page 8 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 13 (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Sec- tion. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertis- ing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the in- sured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mis- lead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising di- rectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- b tralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Because of your operations; provided that: (a) The accident takes place in the "cover- age territory" and during the policy pe- riod; (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 examina- tion, at our expense, by physicians of our choice as often as we reasonably require. We will make these payments regardless of fault. These payments will not exceed the ap- plicable limit of insurance. We will pay reason- able expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 7 of 16 ❑ Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "per- sonal and advertising injury" to which this in- surance does not apply. We may, at our discre- tion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments — Coverages A and B. b. This insurance applies to "personal and adver- tising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowl- edge that the act would violate the rights of an- other and would inflict "personal and advertis- ing injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowl- edge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to li- ability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied con- tract to use another's advertising idea in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or per- formance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertise- ment". I. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trade- mark, trade secret or other intellectual property rights. Under this exclusion, such other intellec- tual property rights do not include the use of another's advertising idea in your "advertise- ment". However, this exclusion does not apply to in- fringement, in your "advertisement", of copy- right, trade dress or slogan. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web- sites for others; or Page 6 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 13 (5) That particular part of real property on which you or any contractors or subcontrac- tors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those op- erations; or (6) That particular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the con- tents of such premises, rented to you for a pe- riod of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Prem- ises Rented To You as described in Section III — Limits Of Insurance. 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 exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product' arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a sub- contractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or danger- ous condition in "your product' or "your work'; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and ac- cidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, adjustment, removal or disposal of: (1) "Your product; (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. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and ad- vertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information. CG 00 01 12 07 0 ISO Properties, Inc., 2006 Page 5 of 16 0 (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "pollutants'; or (b) Claim or "suit" by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a govern- mental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto" or wa- tercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employ- ment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft, "auto" or water- craft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured con- tract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equip- ment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is li- censed or principally garaged; or (b) the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equip- ment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restora- tion or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; Page 4 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 13 f. Pollution (d) At or from any premises, site or location (1) "Bodily injury" or "property damage" arising on which any insured or any contractors out of the actual, alleged or threatened dis- or subcontractors working directly or in - charge, dispersal, seepage, migration, re- directly on any insured's behalf are per - lease or escape of "pollutants": forming operations if the "pollutants" are brought on or to the premises, site or lo- (a) At or from any premises, site or location cation in connection with such opera - which is or was at any time owned or tions by such insured, contractor or sub - occupied by, or rented or loaned to, any contractor. However, this subparagraph insured. However, this subparagraph does not apply to: does not apply to: (i) "Bodily injury" or "property damage" (i) "Bodily injury" if sustained within a arising out of the escape of fuels, lu- building and caused by smoke, bricants or other operating fluids fumes, vapor or soot produced by or which are needed to perform the originating from equipment that is normal electrical, hydraulic or me - used to heat, cool or dehumidify the chanical functions necessary for the building, or equipment that is used to operation of "mobile equipment" or heat water for personal use, by the its parts, if such fuels, lubricants or building's occupants or their guests; other operating fluids escape from a (ii) "Bodily injury" or "property damage" vehicle part designed to hold, store for which you may be held liable, if or receive them. This exception does you are a contractor and the owner not apply if the "bodily injury" or or lessee of such premises, site or "property damage" arises out of the location has been added to your pol- intentional discharge, dispersal or re - icy as an additional insured with re- lease of the fuels, lubricants or other spect to your ongoing operations operating fluids, or if such fuels, lu- performed for that additional insured bricants or other operating fluids are at that premises, site or location and brought on or to the premises, site or such premises, site or location is not location with the intent that they be and never was owned or occupied discharged, dispersed or released as by, or rented or loaned to, any in- part of the operations being per- sured, other than that additional in- formed by such insured, contractor sured; or or subcontractor; (iii) "Bodily injury" or "property damage" (ii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes sustained within a building and from a "hostile fire"; caused by the release of gases, (b) At or from any premises, site or location fumes or vapors from materials which is or was at any time used by or brought into that building in connec- for any insured or others for the han- tion with operations being performed dling, storage, disposal, processing or by you or on your behalf by a con - treatment of waste; tractor or subcontractor; or (c) Which are or were at any time trans- (iii) "Bodily injury" or "property damage" ported, handled, stored, treated, dis- arising out of heat, smoke or fumes posed of, or processed as waste by or from a "hostile fire". for: (e) At or from any premises, site or location (i) Any insured; or on which any insured or any contractors or subcontractors working directly or in - (ii) Any person or organization for whom directly on any insured's behalf are per - you may be legally responsible; or forming operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the ef- fects of, "pollutants". CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 3 of 16 0 e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litiga- tion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract'; and (b) Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are al- leged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- der the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". Page 2 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 13 COMMERCIAL GENERAL LIABILITY CG 00 01 12 07 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. b. This insurance applies to "bodily injury" and Read the entire policy carefully to determine rights, "property damage" only if: duties and what is and is not covered. (1) The "bodily injury" or "property damage" is Throughout this policy the words "you" and "your" caused by an "occurrence" that takes place refer to the Named Insured shown in the Declarations, in the "coverage territory'; and any other person or organization qualifying as a (2) The "bodily injury" or "property damage" Named Insured under this policy. The words "we", occurs during the policy period; and us and our refer to the company providing this insurance. (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is The word "insured" means any person or organization An Insured and no employee authorized qualifying as such under Section II —Who Is An In- by you to give or receive notice of an oc- sured. currence" or claim, knew that the "bodily in - Other words and phrases that appear in quotation jury" or "property damage" had occurred, in marks have special meaning. Refer to Section V — whole or in part. If such a listed insured or Definitions. authorized "employee" knew, prior to the SECTION I — COVERAGES policy period, that the "bodily injury" or "property damage" occurred, then any con - COVERAGE A BODILY INJURY AND PROPERTY tinuation, change or resumption of such DAMAGE LIABILITY "bodily injury" or "property damage" during 1. Insuring Agreement or after the policy period will be deemed to a. We will pay those sums that the insured be- have been known prior to the policy period. comes legally obligated to pay as damages c. "Bodily injury" or "property damage" which because of "bodily injury" or "property damage" occurs during the policy period and was not, to which this insurance applies. We will have prior to the policy period, known to have oc- the right and duty to defend the insured against curred by any insured listed under Paragraph any "suit" seeking those damages. However, 1. of Section II — Who Is An Insured or any we will have no duty to defend the insured "employee" authorized by you to give or re - against any "suit" seeking damages for "bodily ceive notice of an "occurrence" or claim, in - injury" or "property damage" to which this in- cludes any continuation, change or resumption surance does not apply. We may, at our discre- of that "bodily injury" or "property damage" af- tion, investigate any "occurrence" and settle ter the end of the policy period. any claim or "suit" that may result. But: d. "Bodily injury" or "property damage" will be (1) The amount we will pay for damages is deemed to have been known to have occurred limited as described in Section III — Limits at the earliest time when any insured listed un - Of Insurance; and der Paragraph 1. of Section II — Who Is An In - (2) Our right and duty to defend ends when we sured or any "employee" authorized by you to have used up the applicable limit of insur- give or receive notice of an occurrence or ance in the payment of judgments or set- claim: tlements under Coverages A or B or medi- (1) Reports all, or any part, of the "bodily injury" cal expenses under Coverage C. or "property damage" to us or any other in - No other obligation or liability to pay sums or surer; perform acts or services is covered unless ex- (2) Receives a written or verbal demand or plicitly provided for under Supplementary Pay- claim for damages because of the "bodily ments — Coverages A and B. injury" or "property damage'; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 1 of 16 13 PI -NP -007 TX (6/01) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOSS OF INCOME DUE TO WORKPLACE VIOLENCE This endorsement modifies and is subject to the insurance provided under the following: BUSINESS INCOME (AND EXTRA EXPENSE) COVERAGE FORM The following is added to Section A. Coverage, 3. Additional Coverages: e. Workplace Violence (1) Coverage: Loss of Business Income: We will pay for the actual loss of Business Income you sustain due to the suspension of your "operations" caused by any intentional use, or threat to use, deadly force by any person. The most we will pay under this coverage is $100,000. Extra Expense: Coverage is extended to include the cost of public relations consultants or other specialists to restore the insured's reputation following an incident of workplace violence. Additionally, coverage includes mental health counseling for employees but only if such treatment is not covered under any applicable workers compensation coverage. The most we will pay under this coverage is $5,000. (2) Loss Determination: Determination of the Business Income loss under this additional coverage will be calculated only for the location where the workplace violence occurred. Coverage will only be for the "period of restoration". Extra expense will apply even though operations have resumed. However, they will not apply after 60 days following the incident. All other terms and conditions remain the same. Page 1 of 1 PI-EPE-HS (06/09) (iv) Transformers; and (v) Transmission lines. It does not include overhead transmission lines. (2) We will only pay for loss you sustain after the first twelve (12) hours following the direct physical loss or damage to the off -premises property to which this enhancement applies. This coverage extension does not apply to direct physical damage to Covered Property. Page 24 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) "Power supply services" does not include overhead transmission lines. This coverage extension does not apply to loss of Business Income or Extra Expense. The most wewill pay for loss or damage under this extension is $50,000. XIV. BUSINESS INCOME (AND EXTRA EXPENSE) COVERAGE FORM, Section A. COVERAGE, 5. Additional Coverages is amended as follows: c. Extended Business Income (1)(b)(11) is amended to the following: (ii) 180 consecutive days after the date determined in (1)(a) above. c. Extended Business Income (2)(b)(11) is amended to the following: (ii) 180 consecutive days after the date determined in (2)(a) above. XV. BUSINESS INCOME (AND EXTRA EXPENSE) COVERAGE FORM, Section A. COVERAGE, 5. Additional Coverages is amended to include: e. Utility Services (1) If a specific limit of coverage for Business Income and Extra Expense is included in the policy (not a part of this Elite form), then coverage is extended to include loss or damage that you incur due to the interruption, caused by a Covered Cause of Loss, of "water supply services," "communication supply services," or "power supply services" to the premises described on the declarations. (a) "Water supply services" mean the following types of property supplying water to the described premises: (i) Pumping stations; and (ii) Water mains. (b) "Communication supply services" meaning property supplying communication services, including telephone, radio, microwave or television services, to the described premises, such as: (i) Communication transmission lines including optic fiber transmission lines; (ii) Coaxial cables; and (iii) Microwave radio relays except satellites. It does not include overhead transmission lines. (c) 'Power supply services" meaning the following types of property supplying electricity, steam, or gas to the described premises: (i) Utility generating plants; (ii) Switching stations; (iii) Substations; Page 23 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) debris removal. However, this extension does not apply to roof drainage systems, gutters, or downspouts. XII. CAUSES OF LOSS — SPECIAL FORM, Section F. Additional Coverage Extensions is amended as follows: 1. Property in Transit, c. is amended to (1) The most we will pay for loss or damage under this extension is $100,000. (2) For your covered property while in the care, custody or control of a common carrier an additional limit of insurance of $10,000 is added XIII. CAUSES OF LOSS — SPECIAL FORM, Section F. Additional Coverage Extensions is amended to include: 5. Off -Premises Power Failure We will pay for loss of or damage to Covered Property, caused by the interruption of service to the described premises. The interruption must result from direct physical loss or damage by a Covered Cause of Loss to "water supply services," 'communication supply services," or "power supply services," not on the described premises. a. "Water supply services" means the following types of property supplying water to the described premises: (1) Pumping stations; and (2) Water mains. b. "Communication supply services" means property supplying communication services, including telephone, radio, microwave or television services to the described premises, such as: (1) Communication transmission lines including optic fiber transmission lines; (2) Coaxial cables; and (3) Microwave radio relays except satellites. "Communication supply services" does not include overhead communication lines. c. "Power supply services" means the following types of property supplying electricity, steam, or gas to the described premises: (1) Utility generating plants; (2) Switching stations; (3) Substations; (4) Transformers; and (5) Transmission lines. Page 22 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) before that loss or damage occurs IX. CAUSES OF LOSS — SPECIAL FORM, Section B. Exclusions, is amended as follows 1. b. Earth Movement is amended to include: (6) If Earth Movement described in b.(1) through (5) above, results in sprinkler leakage, we will pay up to $30,000 for loss or damage by that sprinkler leakage. 2. d. (7) is amended to: The following cause of loss to personal property: Marring or scratching. But if an excluded cause of loss that is listed in 2.d.(1) through (7) results in a "specified cause of loss" or building glass breakage, we will pay for the loss or damage caused by that "specified cause of loss" or building glass breakage. X. CAUSES OF LOSS — SPECIAL FORM Section C. Limitations is amended as follows: 3.a. is amended to: $10,000 for fur garments and garments trimmed with fur. 3.b. is amended to: $25,000 for trophies, medals, 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 $100 or less per item. XI. CAUSES OF LOSS — SPECIAL FORM, Additional Coverage — Water is added: "Water" is included as a Covered Cause of Loss. We will not pay more than $30,000 in any one occurrence. a. "Water" means: (1) 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 or overflows from a sewer, drain or sump; 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. This extension applies to all claim expenses including, but not limited to building, business personal property, personal property of others, business income and extra expense and Page 21 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) aircraft, rioters, strikers, theft or attempted theft, or by accident to vehicles carrying the Covered Property. i. Processing or work performed upon the Covered Property. But we will pay for direct loss caused by resulting fire or explosion if the fire or explosion would be covered under this Coverage Form. 3. Limits, Deductibles, Valuation a. Limit of Insurance The most we will pay for any loss under the EDP section is $10,000. b. Deductible We will not pay for loss or damage in any one occurrence until the amount of loss or damage exceeds the contents Deductible shown in the Declarations. We will then pay the amount of loss or damage in excess of the Deductible, up to the applicable Limit of Insurance. c. Valuation The value of the Covered Property will be determined as of the time and place of loss using the actual replacement cost of property similar to the Covered Property. In no event will our liability above exceed the cost to repair or replace the property with similar property of equal value. O. Damage to Property of Home Care Providers You may extend the insurance provided by this Coverage Form to apply to direct physical loss of or damage to property owned by, or in the care, custody or control of a "home care provider," caused by a patient placed by you or an appropriate governmental agency on your behalf, in the care of the "home care provider" or employees of the insured. This Extension also extends to vehicles and self-propelled machines and outdoor trees, shrubs and plants owned by, or in the care, custody or control of the "home care provider" or employees of the insured. "Home care provider" means a foster parent (or parents) paid or unpaid by you or an appropriate governmental agency on your behalf, to care for one or more patients on a continuous basis away from your premises. The most we will pay for loss or damage in any one occurrence under this Extension is $50,000. P. Mobile Medical Equipment You may extend the insurance provided by this Coverage Form to apply to your mobile medical equipment, including equipment which you rent. The most we will pay for loss or damage under this Extension is $15,000. VIII. The BUILDING AND PERSONAL PROPERTY COVERAGE FORM, Section E. Loss Conditions is amended as follows: 6. b. Vacancy Provisions the first paragraph is amended to: If the building where loss or damage occurs has been vacant for more than 90 consecutive days Page 20 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) Covered Causes of Loss means risk of direct physical loss to Covered Property except those Causes of Loss listed in the Exclusions. 2. Exclusions We will not pay for a loss caused directly or indirectly by any of Items a. through L listed below. Such loss is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. a. Governmental Action Seizure or destruction of property by order of governmental authority. This exclusion will not apply to acts or destruction ordered by governmental authority and taken at the time of a fire to prevent its spread if the fire falls within a Covered Cause of Loss under the terms of this policy. b. Nuclear Hazard (1) Any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioactive contamination from any other cause. But we will pay for direct loss caused by resulting fire if the fire would be covered under the terms of this policy. c. War and Military Action (1) War, including undeclared or civil war; (2) Warlike action by military forces, 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. d. Delay, loss of market, loss of income, loss of use or any other cause of consequential loss. e. Wear and tear, any quality in the Covered Property that causes it to damage or destroy itself, gradual deterioration, depreciation or damage done by insects, vermin or rodents. We will pay for direct loss caused by resulting fire or explosion if the fire or explosion would be covered under the terms of this Coverage Part. f. Dishonest acts committed by you, anyone else with an interest in the Covered Property, or your or their employees, whether or not such an act occurs during the hours of employment; nor will we pay for a loss caused by dishonest acts by anyone entrusted with the Covered Property, except a common carrier for hire. g. Dryness, dampness, changes in temperature, corrosion or rust. But, if the air conditioning system that services the Covered Property is damaged by a Covered Cause of Loss we will pay for any direct resulting damage to Covered Property. h. Breakage of tubes, bulbs, lamps or articles made of glass. But we will pay for such loss caused directly by fire, lightning, explosion, windstorm, earthquake, flood, vandalism, Page 19 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) "data" is not insured elsewhere under this or any other insurance policy, we will cover that "data" at each such storage location. (2) We will also pay for loss to Covered Property while temporarily located away from your premises and while in transit within: (a) The United States of America; (b) Puerto Rico; and (c) Canada. The most we will pay under this Coverage Extension is $2,500 for any single occurrence. (3) We will continue to cover your Covered Property while being transferred to and while at a temporary safe storage location, whenever utilized to avoid imminent loss. You are required, however, to provide us with written notice within 10 days following such move. (4) We will also pay for expenses you incur for the removal of debris provided: (a) The debris is Covered Property; (b) The Cause of Loss is not excluded by any part of this policy; and (c) The debris is located at a location scheduled in this policy. The most we will pay under this Coverage Extension is $10,000 in any one loss, but not to exceed a total of $10,000 under this EDP coverage enhancement section. (5) We will also pay 80% of the actual rental cost for replacement electronic equipment, beginning forty-eight (48) hours after a covered loss has occurred to Covered Property under the EDP coverage listed in the preceding paragraphs, provided such equipment will assist in continuing operations at no less than 80% of normal capacity. This Coverage Extension will end when the covered loss has been settled or when the amount of coverage provided under this Coverage Part is exhausted, whichever occurs first. The most we will pay under the terms of this Coverage Extension is $2,500 in any one loss. (6) We will also pay you for the expense you incur in recharging or refilling fire protection devices which are designed specifically to protect the Covered Property under this EDP coverage section, when these devices have been used in protecting such property from a covered loss. The most we will pay under the terms of this Coverage Extension is $2,500 in any one loss. e. Covered Causes of Loss Page 18 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) decay, deterioration, hidden or latent defect or any quality in the property that causes it to damage or destroy itself; (3) Nesting or infestation, or discharge or release of waste products or secretions by insects or rodents; or (4) Dampness or dryness of atmosphere or changes in or extremes in temperature. 2. The most we will pay in any one occurrence for loss or damage to "fine arts" caused by or resulting from any Covered Cause of Loss is: a. The value of the lost or damaged "fine arts"; or b.$50,000; whichever is less. 3. The following, when used in this section, means: a. "Antique" means an object at least 100 years old. b. "Fine arts" means paintings, etchings, pictures, tapestries, rare or art glass, art glass windows, valuable rugs, statuary, sculptures, "antique" furniture, "antique" jewelry, bric- a-brac, porcelains and similar property of rarity, historical value or artistic merit. N. EDP Equipment and Media 1. Coverage a. Covered Property, as used in this Coverage Form means Electronic Data Processing devices operated by you at the premises listed on the Declarations. The Covered Property must be either your property or property belonging to others, which is in your care and used by you in your business or profession. b. Covered Property, as used in this section of this enhancement, means "data" and "media" owned proprietarily by you. The Covered Property must be either your property or property belonging to others, which is in your care and used by you in your business or profession. (1) "Data" means information stored electronically and includes facts, instructions, concepts and programs converted to a form useable in electronic data processing operations. (2) "Media" means devices which store information which is accessible to computers. c. Property Not Covered: (1) Accounts, records, documents and other valuable papers, except as they may be converted to "data" and stored on "media", and then only in that converted form; (2) Property of yours that you have rented, leased or loaned to someone else; or (3) Electronic alarm systems. d. Coverage Extensions (1) Provided you store duplicate "data" at a separate premises and provided such Page 17 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) The most we will pay for loss or damage in any one occurrence is $50,000. L. Pair, Sets or Parts 1. Pair or Set: In case of loss to any part of a pair or set we may: a. Repair or replace any part to restore the pair or set to its value before the loss; or b. Pay the difference between the value of the pair or set before and after the loss. 2. Parts: In case of a loss to any part of Covered Property consisting of several parts when complete, we will only pay for the value of the lost or damaged part. M. Fine Arts 1. Coverage applies to "fine arts." Covered Causes of Loss are extended to include risks of direct physical loss or damage except: a. Any repairing, restoration or retouching process. b. Breakage of fragile "fine arts" articles, including art glass windows, statuary, marbles, glassware, bric-a-brac, porcelains and similar fragile articles, unless caused by: (1) The "specified causes of loss"; (2) Building glass breakage; (3) Earthquake; or (4) Flood. c. Dishonest or criminal acts by you, any of your partners, employees, directors, trustees, authorized representatives or anyone to whom you entrust the property for any purpose (other than a bailee for hire or carrier): (1) Acting alone or in collusion with others; or (2) Whether or not occurring during the hours of employment. This exclusion does not apply to acts of destruction by your employees; but theft by employees is not covered. d. Voluntary parting with any property by you or anyone else to whom you have entrusted the property, if induced to do so by any fraudulent scheme, trick, device or false pretense. e. Any of the following: (1) Wear and tear; (2) "Fungus" (except when "fungus" results from fire or lightning), rust, corrosion, Page 16 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) (1) The increased cost of construction at the new premises (not to exceed the increased cost of construction at the same premises); or (2) The applicable Increased Cost of Construction Limit of Insurance shown in 3. above. 7. We will not pay for: a. The enforcement of any ordinance or law which requires demolition, repair, replacement, reconstruction, remodeling or remediation of property due to contamination by "pollutants" or due to the presence, growth, proliferation, spread or any activity of "fungus," wet or dry rot or bacteria; or b. Any costs associated with the enforcement of an ordinance or law which requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants," "fungus," wet or dry rot or bacteria. 8. The terms of this endorsement apply separately to each building to which this endorsement applies. K. Spoilage 1. We will pay for direct physical loss or damage to your perishable Business Personal Property, and perishable personal property of your residents or clients while at or within 1600 feet of the described premises caused by spoilage due to changes in temperature or humidity resulting from: a. Complete or partial interruption of electrical power to the described premises due to conditions beyond your control; or b. Mechanical breakdown or failure of heating, cooling or humidity control equipment or apparatus at the described premises. 2. Coverage does not apply to: a. The disconnection of any heating, cooling or humidity control equipment or apparatus from the source of power; b. The deactivation of electrical power caused by the manipulation of any switch or other device used to control the flow of electrical power or current; or c. The inability of an Electric Utility Company or other power source to provide sufficient power due to: (1) Lack of fuel; or (2) Governmental order; d. The inability of a power source at the described premises to provide sufficient power due to lack of generating capacity to meet demand; or e. Breaking of any glass that is a permanent part of any refrigerating, cooling or humidity control unit. Page 15 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) The Limit of Insurance for Increased Cost of Construction is $500,000 (in addition to the Building Limit). 4. Under Coverage A— Coverage for Loss to the Undamaged Portion of the Building: a. If the Replacement Cost coverage option applies and the property is repaired or replaced, on the same or another premises, we will not pay more for loss of value to Covered Property, including loss caused by enforcement of an ordinance or law, than the lesser of: (1) The amount you actually spend to repair, rebuild or reconstruct the building, but not for more than the amount it would cost to restore the building on the same premises and to the same height, floor area, style and comparable quality of the original property insured; or (2) The Limit of Insurance applicable to the covered Building property. b. If the Replacement Cost coverage option applies and the property is not repaired or replaced, or if the Replacement Cost coverage option does not apply, we will not pay more for the loss of value to Covered Property, including loss caused by enforcement of an ordinance or law, than the lesser of: (1) The actual cash value of the building at the time of loss; or (2) The Limit of Insurance applicable to the covered Building property. 5. We will not pay more under Coverage B — Demolition Cost Coverage than the lesser of the following: a. The amount you actually spend to demolish and clear the site of the described premises; or b. The applicable Demolition Cost Limit of Insurance shown in 2. above. 6. We will not pay Under Coverage C — Increased Cost of Construction Coverage: a. Until the property is actually repaired or replaced, at the same or another premises; and b. Unless the repairs or replacement are made as soon as reasonably possible after the loss or damage, not to exceed two years. We may extend this period in writing during the two years. c. If the building is repaired or replaced at the same premises, or if you elect to rebuild at another premises, the most we will pay under Coverage C is the lesser of: (1) The increased cost of construction at the same premises; or (2) The applicable Increased Cost of Construction Limit of Insurance shown in 3. above. d. If the ordinance or law requires relocation to another premises, the most we will pay under Coverage C is the lesser of: Page 14 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) this extension is $50,000 regardless of the number of persons involved providing information. No deductible shall apply to this coverage. I. Inventory and Appraisals Coverage is extended to cover your expenses, excluding those for public adjusters and appraisers, to record information, compile inventories, or obtain appraisals we require to comply with the loss conditions of this coverage form. The most we will pay for loss or damage under this extension is $50,000 for any one loss to Covered Property caused by a Covered Cause of Loss. No deductible shall apply to this coverage. J. Ordinance or Law Under this Additional Coverage, we will not pay any costs due to an ordinance or law that you were required to comply with before the loss, even when the building was damaged, and with which you failed to comply. 1. Coverage A— Coverage For Loss to the Undamaged Portion of the Building If a Covered Cause of Loss occurs to covered Building property shown in the Declarations, we will pay for loss of value to the undamaged portion of the building caused by enforcement of any ordinance or law that: a. Requires the demolition of parts of the same property not damaged by a Covered Cause of Loss; b. Regulates the construction or repair of buildings, or establishes zoning or land use requirements at the described premises; and c. Is in force at the time of loss. Coverage A is included within the Limit of Insurance applicable to the covered Building property shown in the Declarations. This is not additional insurance. 2. Coverage B — Demolition Cost Coverage If a Covered Cause of Loss occurs to covered Building property, we will pay the cost to demolish and clear the site of undamaged parts of the property caused by enforcement of building, zoning or land use ordinance or law. The Limit of Insurance for Demolition Cost Coverage is $500,000 (in addition to the Building Limit). 3. Coverage C — Increased Cost of Construction Coverage If a Covered Cause of Loss occurs to covered Building property, we will pay for the increased cost to repair, rebuild or construct the property caused by enforcement of building, zoning or land use ordinance or law. If the property is repaired or rebuilt, it must be intended for similar occupancy as the current property, unless otherwise required by zoning or land use ordinance or law. Page 13 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) shall apply to this coverage. 5. The following, when used in this section, is defined as follows: "Contingent Business Property" means property operated by others on whom you depend to: a. Deliver materials or services to you or to others for your account (Contributing Locations); b. Accept your products or services (Recipient Locations); c. Manufacture products for delivery to your customers under contract of sale (Manufacturing Locations); or d. Attract customers to your business (Leader Locations). E. Residential Room Reserve Coverage is extended to apply to actual net loss of income that you incur resulting from holding a resident's room when the resident has been temporarily hospitalized due to an accident or illness. Coverage begins three days after the funding for the resident's room has been suspended. The Limit of Insurance applicable to any one occurrence is $5,000. The most we will pay for all losses under this extension is $100,000. F. Fire Extinguisher Recharge Coverage is extended to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most we will pay for loss or damage under this extension is $25,000. No deductible shall apply to this coverage. G. Lock Replacement Coverage is extended to cover necessary expense to repair or replace exterior or interior door locks of a covered building: 1. If your door keys are stolen in a covered theft loss; or 2. When your property is damaged and your door keys are stolen by the burglars. The most we will pay under this extension is $10,000 for any one occurrence. No deductible shall apply to this coverage. H. Reward Reimbursement Coverage is extended to provide a reward for information that leads to a criminal conviction in connection with loss or damage to Covered Property by a Covered Cause of Loss; provided that the reward is pre -approved by the Company. The most we will pay for loss or damage under Page 12 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) (1) Alteration, falsification, concealment or destruction of records of accounts receivable done to conceal the wrongful giving, taking or withholding of money, securities or other property. This exclusion applies only to the extent of the wrongful giving, taking or withholding. (2) Bookkeeping, accounting or billing errors or omissions. b. We will not pay for loss that requires any audit of records or any inventory computation to prove its factual existence. The most we will pay under this Coverage Extension is $100,000. D. Business Income and Extra Expense 1. Coverage is extended to cover Business Income and Extra Expense incurred when your covered building or business personal property listed on the Declarations is damaged by a covered Cause of Loss. We will pay any Extra Expense you incur: a. To continue your normal operations at the described premises; b. To continue your normal operations at replacement premises or temporary locations; including: (1) Relocation expenses; and (2) Costs to equip or operate the replacement or temporary locations; or c. To minimize the suspension of your normal operation if you cannot continue them. 2. Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense you incur that is caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. 3. Contingent Business Property We will pay for the actual loss of Business Income you sustain, and necessary Extra Expense you incur when Contingent Business Property is damaged by a Covered Cause of Loss. We will reduce the amount of your Business Income loss, other than Extra Expense, to the extent you can resume operations, in whole or in part, by using any other available: a. Source of materials; or b. Outlet for your products. 4. Coverage is extended to apply to your mobile shredding operations and your mobile medical units. The most we will pay under this section is $300,000 for any one occurrence. No coinsurance Page 11 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) Covered Cause of Loss. Coverage for all retaining walls is subject to a $10,000 Limit of Insurance per location. C. Accounts Receivable 1. Coverage for Your Business Personal Property is extended to apply to your records of accounts receivable: a. At a described premises or in or on a vehicle in transit between described premises; or b. If the records must be removed from a described premises to protect them from the threat of a Covered Cause of Loss. We will pay for a loss while they are: (1) At a safe place away from your described premises; or (2) Being taken to and returned from that place. 2. Coverage for Your Business Personal Property is extended to apply to the amounts due from your customers that you are unable to collect due to a Covered Cause of Loss, including: a. Interest charges on any loan required to offset amounts you are unable to collect pending our payment of these amounts; b. Collection expenses in excess of your normal collection expenses that are made necessary by the loss; and c. Other reasonable expenses that you incur to reestablish your records of accounts receivable that result from direct physical loss or damage by any Covered Causes of Loss to your records of accounts receivable, including credit or charge card slips. 3. Accounts receivable loss payment will be determined as follows: a. Determine the total of the average monthly amounts of accounts receivable for the 12 months immediately preceding the month in which the loss occurs; and The total above will be adjusted for any normal fluctuations in the amount of accounts receivable for the month in which the loss occurred or for any demonstrated variance from the average for that month. b. The following will be deducted from the total amount of accounts receivable: (1) The amount of the accounts for which there is no loss; (2) The amount of the accounts that you are able to reestablish or collect; and (3) An amount to allow for probable bad debts that youf are normally unable to collect; c. You will pay us the amount of all recoveries you receive for a loss paid by us. But any recoveries in excess of the amount we have paid belong to you. 4. Additional Exclusions a. We will not pay for a loss caused by or resulting from any of the following: Page 10 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) c. At any fair, trade show or exhibition. 2. This Extension does not apply to property: a. In or on a vehicle; or b. In the care, custody or control of your salespersons, unless the property is in such care, custody or control at a fair, trade show or exhibition. 3. The most we will pay for loss or damage under this Extension is $500,000. The most we will pay for loss or damage under this extension is $100,000 for losses occurring at a convention, fair, exhibition, or special event E. Outdoor Property You may extend the insurance provided by this Coverage Form to apply to the following property if located within 1600 feet of the premises described in the Declarations: your outdoor fences and netting, outdoor lighting, outdoor pools, court surfaces, radio and television antennas (including satellite dishes), trees, shrubs, plants, lawns, and playground equipment, including the cost of debris removal, caused by or resulting from any of the following Causes of Loss: 1. Fire; 2. Lightning; 3. Explosion; 4. Riot or civil commotion; 5. Aircraft or vehicles; 6. Vandalism and malicious mischief; or 7. Theft. The most we will pay for loss or damage under this Extension is $50,000. The most we will pay for any one tree, shrub, plant or acre of lawn, including the cost of debris removal, is $1,000. Signs will be covered for all perils with no limitation. VII. BUILDING AND PERSONAL PROPERTY COVERAGE FORM, 5. Coverage Extensions are amended to include the following: A. Garages/Storage Sheds Coverage for your building is extended to apply to any garages or storage sheds located at the premises described in the Declarations caused by or resulting from any Covered Cause of Loss. Coverage for all garages or storage sheds is subject to a $5,000 Limit of Insurance per location. B. Retaining Walls Coverage for your building is extended to apply to any retaining walls, which are not part of the Building, located at the premises described in the Declarations caused by or resulting from any Page 9 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) B. Personal Effects and Property of Others is deleted in its entirety and replaced with the following: You may extend the insurance that applies to Your Personal Property to apply to: (1) Personal effects owned by you, your volunteers, your officers, your partners or your employees. The most we will pay for loss or damage under this extension is $50,000 at each described premises. (2) Personal Property of others in your care, custody or control. The most we will pay for loss or damage under this Extension is $50,000 for personal property other than money and securities of residents or clients, or $5,000 for money and securities at each described premises of residents or clients. However, we will not pay more than $10,000 for loss or damage to the personal property other than money and securities of any one resident or client, or $500 for loss of money and securities of any one resident or client. (3) We will not pay for loss or damage in any one occurrence under this Extension until the amount of loss or damage exceeds $250. We will then pay the amount of loss or damage in excess of $250 up to the applicable limit of insurance under this Extension. No other deductible applies to this extension. (4) Under this Extension, the value of your residents' or clients' money and securities will be calculated as the smaller of the following: (a) The cost to replace the money or securities at the time of loss; or (b) The actual cash value of the money or securities at the time of loss. However, at your option, the cost of replacing securities may be calculated using the market value of the securities at the time the claim is settled. C. Valuable Papers And Records (Other Than Electronic Data) 1. You may extend the insurance that applies to Your Business Personal Property to apply to the cost to replace or restore the lost information on valuable papers and records, including those which exist on electronic or magnetic media, for which duplicates do not exist. 2. Under this Extension, the most we will pay to replace or restore the lost information is $100,000 at each described premises, unless a higher limit is shown in the Declarations. Such amount is additional insurance. We will also pay for the cost of blank material for reproducing the records (whether or not duplicates exist), and (when there is a duplicate) for the cost of labor to transcribe or copy the records. The costs of blank material and labor are subject to the applicable Limit of Insurance on Your Business Personal Property and therefore coverage of such costs is not additional insurance. D. Property Off -Premises, Including Stock 1. You may extend the insurance provided by this Coverage Form to apply to your Covered Property while it is away from the described premises, if it is: a. Temporarily at a location you do not own, lease or operate; b. In storage at a location you lease, provided the lease was executed after the beginning of the current policy term; or Page 8 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) b. If any of the circumstances described in Paragraph 3.b.(2) exist, then the boiler and machinery insurer(s) and we agree to submit our differences to arbitration within 90 days after payment of the loss under the terms of this endorsement. c. You agree to cooperate with any arbitration procedures. There will be three arbitrators: one will be appointed by us, and another will be appointed by the boiler and machinery insurer(s). The two arbitrators will select a third arbitrator. If they cannot agree, either may request that selection be made by a judge of a court having jurisdiction. A decision agreed to by two of the three arbitrators will be binding on both parties. Judgment on any award can be entered in any court that has jurisdiction. 6. Final Settlement Between Insurers The insurer(s) found responsible for the greater percentage of the ultimate loss must return the excess contribution to the other insurer(s). In addition, the insurer(s) found responsible for the greater portion of the loss must pay Liquidated Damages to the other insurer(s) on the amount of the excess contribution of the other insurer(s). Liquidated Damages are defined as interest from the date the insured invokes this Agreement to the date the insurer(s) that contributed the excess amount is reimbursed. The interest is calculated at 1.5 times the highest prime rate from the Money Rates column of the Wall Street Journal during the period of the Liquidated Damages. Arbitration expenses are not a part of the excess contribution for which liquidated damages are calculated. Arbitration expenses will be apportioned between insurers on the same basis that the ultimate loss is apportioned. E. Green Consultant Expense Coverage In the event of a total loss to a covered building due to a covered cause of loss, and the building has been replaced and rebuilt as a LEED® (Leadership in Energy and Environmental Design) Certified Green Building, the company will reimburse the Insured up to $5,000 for the service of a consultant for the design of the structure. Prior to payment, construction of the replaced building must be completed and have a minimum of Silver Rating Level LEED® Green Building certification. VI. The BUILDING AND PERSONAL PROPERTY COVERAGE FORM, 5. Coverage Extensions is amended as follows: A. Newly Acquired or Constructed Property (3) Period Of Coverage is deleted in its entirety and replaced with the following: With respect to insurance on or at each newly acquired or constructed property, coverage will end when any of the following first occurs: (a) This policy expires; (b) 180 days expire after you acquire the property or begin construction of that part of the building that would qualify as Covered Property; or (c) You report values to us. We will charge you additional premium for values reported from the date you acquire the property or begin construction of that part of the building that would qualify as Covered Property. Page 7 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) (H) Some liability exists under both the boiler and machinery policy and this commercial property policy; (b) We do not admit to any liability for payment, while the boiler and machinery insurer(s) contends that: (i) All liability exists under this commercial property policy; or (ii) Some liability exists under both the boiler and machinery policy and this commercial property policy; or (c) Both the boiler and machinery insurer(s) and we: (i) Do not admit to any liability for payment; and (ii) Contend that some or all liability exists under the other insurer's policy; and c. The total amount of the loss is agreed to by you, the boiler and machinery insurer(s) and us. 4. If the requirements listed in Paragraph 3. above are satisfied, we and the boiler and machinery insurer(s) will make payments to the extent, and in the manner, described as follows: a. We will pay, after your written request, the entire amount of loss that we have agreed as being covered, if any, by this commercial property policy and one-half (1/2) the amount of the loss that is in disagreement. b. The boiler and machinery insurer(s) will pay, after your written request, the entire amount of loss that they have agreed as being covered, if any, by the boiler and machinery policy and one-half (1/2) the amount of loss that is in disagreement. c. Payments by the insurers of the amounts that are in disagreement, as described in Paragraphs a. and b. above, do not alter, waive or surrender any rights of any insurer against any other with regard to the portion of the loss for which each insurer is liable. d. The amount in disagreement to be paid by us under this endorsement shall not exceed the amount payable under the equivalent Loss Agreement(s) of the boiler and machinery policy. e. The amount to be paid under this endorsement shall not exceed the amount we would have paid had no boiler and machinery policy been in effect at the time of loss. In no event will we pay more than the applicable Limit of Insurance shown in the Declarations. f. Acceptance by you of sums paid under this endorsement does not alter, waive or surrender any other rights against us. 5. Arbitration a. If the circumstances described in Paragraph 3.b.(1) exist and the boiler and machinery insurer(s) and we agree to submit our differences to arbitration, the boiler and machinery insurer(s) and we will determine the amount each will pay and will pay the insured within 90 days. Arbitration will then take place within 90 days after payment of the loss under the terms of this endorsement. Page 6 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) enhancement. B. Automated External Defibrillators We will pay for direct physical loss or damage to automated external defibrillators (AEDs) at the premises described in the Declarations. The most we will pay for loss or damage under this coverage is limited to $5,000 for any one occurrence, which is in addition to the Business Personal Property Limit stated in the Declarations. C. Lease Cancellation Moving Expenses The Company will reimburse the Insured any moving expenses necessitated by the Insured's need to relocate due to the cancellation of the lease at the insured's premises listed on the Declarations page during the policy period, provided that the lease cancellation occurs as a result of a Covered Cause of Loss. The limit for this coverage will be $5,000 per policy period for all Insureds combined. No deductible applies to this coverage. D. Joint or Disputed Loss Agreement 1. This coverage is intended to facilitate payment of insurance proceeds when: a. Both a boiler and machinery policy and this commercial property policy are in effect; b. Damage occurs to Covered Property that is insured by the boiler and machinery policy and this commercial property policy; and c. There is disagreement between the insurers as to whether there is coverage or as to the amount of the loss to be paid, if any, by each insurer under its own policies. 2. This coverage does not apply if: a. Both the boiler and machinery insurer(s) and we do not admit to any liability; and b. Neither the boiler and machinery insurer(s) nor we contend that coverage applies under the other insurer's policy. 3. The provisions of this coverage apply only if all of the following requirements are met: a. The boiler and machinery policy carried by the named insured, insuring the Covered Property, contains a similar provision at the time of the loss or damage, with substantially the same requirements, procedures and conditions as contained in this endorsement; b. The damage to the Covered Property was caused by a loss for which: (1) Both the boiler and machinery insurer(s) and we admit to some liability for payment under the respective policies; or (2) Either: (a) The boiler and machinery insurer(s) does not admit to any liability for payment, while we contend that: (i) All liability exists under the boiler and machinery policy; or Page 5 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) 2. Property Not Covered g. is deleted. B. Business Personal Property 1. b. Covered Property the first paragraph is amended to: Your Business Personal Property located in or on the building described in the Declarations or in the open (or in a vehicle) within 1600 feet of the described premises, consisting of the following unless otherwise specified in the Declarations or on the YOUR BUSINESS PERSONAL PROPERTY — SEPARATION OF COVERAGE form. IV. The BUILDING AND PERSONAL PROPERTY COVERAGE FORM, 4. Additional Coverages is amended as follows: c. Fire Department Service Charge The Limit of Insurance for this Additional Coverage is increased to $50,000. d. Pollutant Clean Up and Removal The Limit of Insurance for this Additional Coverage is increased to $50,000 for the sum of all covered expenses arising out of Covered Causes of Loss occurring during each separate 12 month period of this policy. V. The BUILDING AND PERSONAL PROPERTY COVERAGE FORM, 4. Additional Coverages, the following are added: A. Emergency Vacating Expense 1. The coverage provided by this policy is extended to apply to the reasonable expenses that you incur in the "emergency" vacating of the premises of your facility described in the Declarations, provided that vacating is necessary due to an "emergency" situation resulting from a Covered Cause of Loss. 2. "Emergency" will mean imminent danger arising from an external event or a condition in the facility which would cause loss of life or harm to occupants. 3. We will not pay for any expenses under this Extension arising out of: a. A strike, bomb threat or false fire alarm, unless vacating is ordered by a civil authority; b. A planned vacating drill; or c. The vacating of one or more patients or residents that is due solely to their individual medical condition. 4. The most we will pay for Emergency Vacating Expenses in any one occurrence under this Extension is $25,000. The deductible for Emergency Vacating Expenses is $250 per occurrence. No other exclusions in your policy apply to this Extension. However, specific exclusionary endorsements attached to the policy supersede coverage provisions contained in this coverage Page 4 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) 11. Elite Enhancement Endorsement Conditions A. Applicability of Coverage Coverage provided in forms attached to your policy is amended by this endorsement where applicable. If two or more coverages apply to the same loss or damage, the broader coverage and only the broader coverage, will apply. B. Limits of Insurance 1. When coverage is provided by this form and another coverage form attached to this policy, the greater Limits of Insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. 2. Limits of Insurance identified herein are not excess of, nor applicable in addition to, Limits of Insurance provided by the coverage or Cause of Loss forms applicable to this endorsement, unless otherwise stated. 3. Coverage is considered to be on an occurrence basis (not on a per location basis). 4. The deductible listed in the Property Declarations will apply unless specific deductible provisions are set forth under any coverage enhancement. C. Adjusters' Fees Coverages provided herein are not applicable to the generation of fees you may incur by retaining a public adjuster or appraiser. D. Applicability of Exclusions Specific exclusionary endorsements attached to the policy supersede coverage provisions contained in this coverage enhancement. E. Requirement for Covered Cause of Loss Except where a specific Covered Cause of Loss is identified in this coverage enhancement, coverage for the losses described herein are applicable only for Covered Causes of Loss as designated in the Causes of Loss Form attached to the policy. F. Other Insurance If there is other insurance under a separate policy covering the same loss or damage as provided for in this coverage enhancement, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, regardless of whether you are able to collect. However, we will not pay more than the applicable Limit of Insurance. III. The BUILDING AND PERSONAL PROPERTY COVERAGE FORM Section A. Coverage is amended as follows: A. Foundations 1. Covered Property is amended to include the following: Foundations of buildings, structures, machinery or boilers if their foundations are below the lowest basement floor; or the surface of the ground, if there is no basement. Page 3 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) Coverage Applicable Limit of Insurance Page # Dampness/Extremes of Temperature Exclusion removed 21 Furs $10,000 21 Precious Metals $25,000 21 Water Coverage $30,000 21 Property in Transit Includes Common Carrier $100,000 $10,000 22 Off Premises Power Failure $50,000 22 Extended Business Income 180 Das 23 Utility Services (Business Income (and extra expense) Coverage) Included 23 Page 2 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-EPE-HS (06/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ELITE PROPERTY ENHANCEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: BUILDING AND PERSONAL PROPERTY COVERAGE FORM BUSINESS INCOME AND EXTRA EXPENSE COVERAGE FORM CAUSES OF LOSS — SPECIAL FORM I. Schedule of Additional Elite Enhancement Endorsement Coverages and Limits The following is a summary of increased Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of your policy. Coverage Applicable Limit of Insurance Page # Foundations Included 3 Business Personal Property Within 1600 feet 4 Fire Department Service Charge $50,000 4 Pollutant Clean Up and Removal $50,000 4 Emergency Vacating Expense $25,000 4 Automated External Defibrillators AEDs $5,000 5 Lease Cancellation Moving Expenses $5,000 5 Joint or Disputed Loss Agreement Included 5 Green Consultant Expense Coverage $5,000 7 Newly Acquired or Constructed Property 180 Das 7 Personal Effects $50,000 8 Property of Others Various 8 Valuable Papers and Records $100,000 8 Property Off -Premises, Including Stock $500,000 8 Property at Conventions, Fairs, Exhibitions or Special Events $100,000 9 Outdoor Property $50,000 9 Garages/Storage Sheds $5,000 9 Retaining Walls $10,000 9 Accounts Receivable $100,000 10 Business Income and Extra Expense $300,000 11 Residential Room Reserve $100,000 12 Fire Extinguisher Recharge $25,000 12 Lock Replacement $10,000 12 Reward Reimbursement $50,000 12 Inventory and Appraisals of Loss $50,000 13 Ordinance or Law -Undamaged Portion of the Building Ordinance or Law -Demolition Cost Ordinance or Law -Increased Cost of Construction Building Limit $500,000 $500,000 13 Spoilage 1600 feet, $50,000 15 Pair, Sets or Parts Amended 15 Fine Arts $50,000 16 EDP Equipment and Media $10,000 17 Damage to Property of Home Care Provider $50,000 20 Mobile Medical Equipment $15,000 20 Vacancy Clause Modification 90 Das 20 Earthquake Sprinkler Leakage $30,000 20 Page 1 of 24 © 2009 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. 3. 4. d. The Covered Causes of Loss include a virus, harmful code or similar instruction in- troduced into or enacted on a computer system (including electronic data) or a net- work to which it is connected, designed to damage or destroy any part of the system or disrupt its normal operation. But there is no coverage for an interruption related to manipulation of a computer system (includ- ing electronic data) by any employee, in- cluding a temporary or leased employee, or by an entity retained by you or for you to inspect, design, install, maintain, repair or replace that system. The most we will pay under this Limited Cover- age -Interruption Of Computer Operations is $2,500 for the total of all loss sustained and/or expense incurred in any one policy year, re- gardless of the number of interruptions or the number of premises, locations or computer systems involved. If loss payment relating to the first interruption does not exhaust this amount, then the balance is available for loss or expense sustained or incurred as a result of subsequent interruptions in that policy year. A balance remaining at the end of a policy year does not increase the amount of insurance in the next policy year. With respect to any inter- ruption which begins in one policy year and continues or results in additional loss or ex- pense in a subsequent policy year(s), all loss and expense is deemed to be sustained or in- curred in the policy year in which the interrup- tion began. This Limited Coverage — Interruption Of Com- puter Operations does not apply to loss sus- tained or expense incurred after the end of the "period of restoration", even if the amount of insurance stated in 3. above has not been ex- hausted. PI -CP -002 (02/2004) G. Under the Legal Liability Coverage Form and the Mortgageholders Errors And Omissions Coverage Form, Covered Property does not include elec- tronic data. H. If this policy is endorsed to cover damage to Cov- ered Property or Business Income loss or Extra Expense caused by or related to interruption in utility service, such coverage does not apply to destruction or corruption of (or any loss or damage to) electronic data. I. If this policy is endorsed to cover Business Income loss or Extra Expense related to "suspension" of "operations" due to loss or damage to a "depend- ent property", such coverage does not apply when the only loss to "dependent property" is destruc- tion or corruption of (or any loss or damage to) electronic data. If the "dependent property" sus- tains loss or damage to electronic data and other property, coverage under the "dependent prop- erty" endorsement will not continue once the other property is repaired, rebuilt or replaced. Page 3 of 3 Includes copyright material of the Insurance Services Office, Inc. used with its permission 3. The most we will pay under this Limited Cover- age — Electronic Data is $2,500 for all loss or damage sustained in any one policy year, re- gardless of the number of occurrences of loss or damage or the number of premises, loca- tions or computer systems involved. If loss payment on the first occurrence does not ex- haust this amount, then the balance is avail- able for subsequent loss or damage sustained in but not after that policy year. With respect to an occurrence which begins in one policy year and continues or results in additional loss or damage in a subsequent policy year(s), all loss or damage is deemed to be sustained in the policy year in which the occurrence began. D. Limited Coverage — Valuable Papers And Re- cords (Other Than Electronic Data) 1. You may extend the insurance that applies to Your Business Personal Property to apply to the cost to replace or restore the lost informa- tion on valuable papers and records for which duplicates do not exist. But this Limited Cov- erage does not apply to valuable papers and records which exist as electronic data. 2. If the Causes of Loss — Special Form applies, coverage under this Limited Coverage is lim- ited to the "specified causes of loss" as defined in that Form, and Collapse as set forth in that Form. 3. If the Causes of Loss — Broad Form applies, coverage under this Limited Coverage includes Collapse as set forth in that Form. 4. Under this Limited Coverage, the most we will pay to replace or restore the lost information is $2,500 at each described premises. We will also pay for the cost of blank material for re- producing the records (whether or not dupli- cates exist), and (when there is a duplicate) for the cost of labor to transcribe or copy the re- cords. The costs of blank material and labor are subject to the applicable Limit of Insurance on Your Business Personal Property and therefore coverage of such costs is not addi- tional insurance. E. With respect to the Business Income and/or Extra Expense Coverage Forms, the Loss Condition ti- tled Limitation — Electronic Media And Records is deleted and the following exclusion is added: PI -CP -002 (02/2004) Exclusion — Interruption Of Computer Operations 1. Coverage for Business Income does not apply when a "suspension" of 'operations" is caused by destruction or corruption of electronic data, or any loss or damage to electronic data, ex- cept as provided below in F., Limited Coverage — Interruption Of Computer Operations. 2. Coverage for Extra Expense does not apply when action is taken to avoid or minimize a "suspension" of 'operations" caused by de- struction or corruption of electronic data, or any loss or damage to electronic data, except as provided below in F., Limited Coverage — Inter- ruption Of Computer Operations. F.Limited Coverage — Interruption Of Computer Operations This Limited Coverage applies only to the Busi- ness Income and/or Extra Expense Coverage Forms. 1. Subject to all provisions of this Limited Cover- age, you may extend the insurance that applies to Business Income and/or Extra Expense to apply to a "suspension" of 'operations" caused by an interruption in computer operations due to destruction or corruption of electronic data due to a Covered Cause of Loss. 2. With respect to the coverage provided under this Limited Coverage, the Covered Causes of Loss are subject to the following: a. If the Causes of Loss - Special Form ap- plies, coverage under this Limited Cover- age — Interruption Of Computer Operations is limited to the "specified causes of loss" as defined in that Form, and Collapse as set forth in that Form. b. If the Causes of Loss - Broad Form applies, coverage under this Limited Coverage - In- terruption Of Computer Operations includes Collapse as set forth in that Form. c. If the Causes of Loss Form is endorsed to add a Covered Cause of Loss, the addi- tional Covered Cause of Loss does not ap- ply to the coverage provided under this Limited Coverage — Interruption Of Com- puter Operations. Page 2 of 3 Includes copyright material of the Insurance Services Office, Inc. used with its permission PI -CP -002 (02/2004) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES - ELECTRONIC DATA This endorsement modifies insurance provided under the following: COMMERCIAL PROPERTY COVERAGE PART STANDARD PROPERTY POLICY A. Under this endorsement, electronic data means C. Limited Coverage — Electronic Data information, facts or computer programs stored as 1. Subject to the provisions of this Limited Cover - or on, created or used on, or transmitted to or from age, we will pay for the cost to replace or re - computer software (including systems and appli- store electronic data which has been destroyed cations software), on hard or floppy disks, CD- or corrupted by a Covered Cause of Loss. To ROMs, tapes, drives, cells, data processing de- the extent that electronic data is not replaced vices or any other repositories of computer soft- or restored, the loss will be valued at the cost ware which are used with electronically controlled of replacement of the media on which the elec- equipment. The term computer programs, re- tronic data was stored, with blank media of ferred to in the foregoing description of electronic substantially identical type. data, means a set of related electronic instructions which direct the operations and functions of a 2• The Covered Causes of Loss applicable to computer or device connected to it, which enable Your Business Personal Property apply to this the computer or device to receive, process, store, Limited Coverage — Electronic Data, subject to retrieve or send data. For the purpose of this en- the following: dorsement, the term electronic data does not in- a. If the Causes of Loss — Special Form ap- clude your "stock" of prepackaged software. plies, coverage under this Limited Cover - B. This section, B., and the following sections C. and age — Electronic Data is limited to the D., apply to the Building And Personal Property "specified causes of loss" as defined in that Coverage Form, Condominium Association Cov- Form, and Collapse as set forth in that erage Form, Condominium Unit -Owners Coverage Form. Form, the Causes of Loss Forms and the Stan- b. If the Causes of Loss - Broad Form applies, dard Property Policy. Paragraphs B.I. and B.2. coverage under this Limited Coverage — supersede any provisions relating to electronic Electronic Data includes Collapse as set data, electronic media or valuable papers or re- forth in that Form. cords, including any such provisions under Prop- c. If the Causes of Loss Form is endorsed to erty Not Covered, Coverage Extensions, Valuation add a Covered Cause of Loss, the addi- Conditions or Limitations in the aforementioned tional Covered Cause of Loss does not ap- forms. ply to the coverage provided under this Lim - 1. Covered Property does not include electronic ited Coverage — Electronic Data. data, except as provided below in C., Limited d. The Covered Causes of Loss include a Coverage — Electronic Data. virus, harmful code or similar instruction in - 2. Covered Property does not include the cost to troduced into or enacted on a computer replace or restore the information on valuable system (including electronic data) or a net - papers and records, including those which ex- work to which it is connected, designed to ist as electronic data. Valuable papers and re- damage or destroy any part of the system cords include but are not limited to proprietary or disrupt its normal operation. But there is information, books of account, deeds, manu- no coverage for loss or damage caused by scripts, abstracts, drawings and card index or resulting from manipulation of a com- systems. However, limited coverage for valu- puter system (including electronic data) by able papers and records, other than those any employee, including a temporary or which exist as electronic data, is provided be- leased employee, or by an entity retained low in D., Limited Coverage — Valuable Papers by you or for you to inspect, design, install, And Records (Other Than Electronic Data). modify, maintain, repair or replace that sys- tem. Page 1 of 3 Includes copyright material of the Insurance Services Office, Inc. used with its permission PI -BM -TX -1 (12/03) determine your liability. 5. Bankruptcy The bankruptcy or insolvency of you or your estate will not relieve us of an obligation under this Coverage Part. The following Definition is added to this coverage: 14. "Suit' means a civil proceeding and includes: a. An arbitration proceeding in which damages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution proceeding in which damages are claimed and to which you submit with our consent. Definition F 1. is deleted and replaced with the following: b. 'Breakdown does not mean or include: (1) Malfunction including but not limited to adjustment, alignment, calibration, cleaning or modification; or (2) Leakage at any valve, fitting, shaft seal, gland packing, joint or connection; or (3) Damage to any vacuum tube, gas tube, or brush; or (4) Damage to any structure or foundation supporting the "Covered Equipment' or any of its parts; or (5) The functioning of any safety or protective device; or (6) The cracking of any part on an internal combustion gas turbine exposed to the products of combustion Page 2 of 2 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI -BM -TX -1 (12/03) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGE ENDORSEMENT This endorsement modifies insurance provided under the following: EQUIPMENT BREAKDOWN PROTECTION ENDORSEMENT The following is added to A 2. Coverage Extensions o. Defense If a claim or "suit' is brought against you alleging that you are liable for damage to property of another in your care, custody or control, that was directly caused by an "accident' to an "object," we will either: (1) Settle the claim or "suit; or (2) Defend you against the claim or "suit," but keep for ourselves the right to settle it at any point. p. Supplementary Payments We will pay, with respect to any claim or "suit' we defend: (1) All expenses we incur; (2) The cost of bonds to release attachments, but only for bond amounts within the Limit of Insurance. We do not have to furnish these bonds. (3) All reasonable expenses incurred by you at our request to assist us in the investigation or defense of the claim or "suit' including actual loss of earnings up to $100 a day because of time off from work; (4) All costs taxed against you in any "suit' we defend; (e) Pre -judgment interest awarded against you on that part of the judgment we paylf we make an offer to pay the applicable Limit of Insurance, we will not pay any pre -judgment interest based on that period of time after the offer; and (5) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the Limit of Insurance shown in the Declarations. These payments will not reduce the Limit of Insurance. Exclusion B.f. is deleted and replaced by the following: f. Depletion, deterioration, corrosion, erosion, wear and tear, rust, fungus, decay, wet or dry rot, or mold. However, if a 'Breakdown" ensues, we will pay the ensuing loss or damage not otherwise excluded. In addition if mold or fungus is the result of a Covered Cause of Loss, we will pay for the loss or damage by mold or fungus, but the most we will pay for such loss or damage is $25,000. Of the $25,000 amount, $5,000 is available for testing to confirm the presence of mold or fungus. The following is added to E. Conditions: 4. Legal Action Against Us No one may bring a legal action against us under this Coverage Part unless: (a) There has been full compliance with all the terms of this Coverage Part; and (b) The action is brought within 2 years after the date of the "accident'; or (c) We agree in writing that you have an obligation to pay for damage to Covered Property of others or until the amount of that obligation has been determined by final judgment or arbitration award. No one has the right under this policy to bring us into an action to Page 1 of 2 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI -BM -001 (03/13) "Covered Property" does not mean live mammals, fish, birds, reptiles or insects. It also does not mean eggs intended to become live mammals, fish, birds, reptiles or insects. 6. "Diagnostic Equipment" means any machine or apparatus (other than astronomical telescopes, cyclotron, nuclear reactor or particle accelerator) used solely for research, diagnosis, medical, surgical, therapeutic, dental or pathological purposes. 7. "Electronic Data" means information, facts or "Computer Programs" stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. 8. "Hazardous Substance" means any substance, other than ammonia, that has been declared to be hazardous to health by a governmental agency. 9. "Media" means electronic data processing or storage material such as films, tapes, discs, drums or cells. However, "Media" does not include any hard disk drive that is an internal component of "Computer Equipment". 10. "One Breakdown" means if an initial "Breakdown" causes other "Breakdowns", all will be considered "One Breakdown". All "Breakdowns" at any one location that manifest themselves at the same time and are the result of the same cause will be considered "One Breakdown". If an initial "Breakdown" causes other "Breakdowns", all will be considered "One Breakdown". 11. "Period of Restoration" means the period of time that: (a) Begins at the time of the "Breakdown'; and (b) Ends when the damaged property at the Covered Premises described in the Schedule above could have been repaired or replaced with reasonable speed and similar quality. 12. "Power Generating Equipment' means any pressure, mechanical or electrical equipment, machinery, apparatus used in, or associated with, the generation of electric power; but it does not include emergency power generating equipment less than or equal to 1000kw in capacity. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 13 of 13 PI -BM -001 (03/13) 2. "Computer Equipment" means your programmable electronic equipment that is used to store, retrieve and process data; and associated peripheral equipment that provides communication including input and output functions such as printing or auxiliary functions such as data transmission. It does not include "Data" or "Media". 3. "Computer Programs" means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. 4. "Covered Equipment' a. "Covered Equipment" means any: (1) Equipment designed and built to operate under internal pressure or vacuum other than weight of contents; For any boiler or fired vessel, the furnace of the "Covered Equipment" and the gas passages from there to the atmosphere will be considered as outside the "Covered Equipment"; (2) Communication equipment and "Computer Equipment"; (3) Fiber optic cable; or (4) Any other electrical or mechanical equipment that is used in the generation, transmission or utilization of energy. b. "Covered Equipment" does not mean or include any: (1) Astronomical telescope, cyclotron used for other than medical purposes, nuclear reactor, particle accelerator used for other than medical purposes, satellites and/or spacecraft (including satellite or spacecraft contents and/or their launch sites); (2) Catalyst; (3) Dragline, power shovel, excavation or construction equipment including any "Covered Equipment" mounted on or used solely with any dragline, power shovel, excavation or construction equipment; (4) Equipment or any part of equipment manufactured by you for sale. (5) Felt, wire, screen, mold, form, pattern, die, extrusion plate, swing hammer, grinding disc, cutting blade, non -electrical cable, chain, belt, rope, clutch plate, brake pad, non-metal part or any part or tool subject to periodic replacement; (6) Insulating or refractory material; (7) "Media"; (8) Non-metallic pressure or vacuum equipment, unless it is constructed and used in accordance with the American Society of Mechanical Engineers (A.S.M.E.) code or a Code that has been accepted by the National Board of Boiler and Pressure Vessel Inspectors; (9) Part of pressure or vacuum equipment that is not under internal pressure of its contents or internal vacuum; (10) "Power Generating Equipment", unless shown as Included in the Equipment Breakdown Protection Schedule; (11) Pressure vessels and piping that are buried below ground and require the excavation of materials to inspect, remove, repair or replace; (12) Structure, foundation, cabinet or compartment supporting or containing the "Covered Equipment" or part of the "Covered Equipment" including penstock, draft tube or well casing; (13) Vehicle, aircraft, self-propelled equipment or floating vessel, including any "Covered Equipment" mounted on or used solely with any vehicle, aircraft, self-propelled equipment or floating vessel. 5. "Covered Property", as used in this Endorsement only, means any property that you own, or is in your care, custody or control and for which you are legally liable, while located at the Covered Premises described in the Equipment Breakdown Protection Schedule. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 12 of 13 PI -BM -001 (03/13) Damage coverage extensions, such costs will be a part of, not in addition to, the respective limits shown in the Equipment Breakdown Protection Schedule for the applicable coverage extension. e. Pair, Sets or Parts As otherwise provided in this Policy. Spoilage Damage We will determine the value of "Covered Property" under Spoilage Damage Coverage as follows: (1) For raw materials, the replacement cost; (2) For goods in process, the replacement cost of the raw materials, the labor extended and the proper proportion of overhead charges; and (3) For finished goods, the selling price, as if no loss or damage had occurred, less any discounts you offered and expenses you otherwise would have had. g. Selling Price Selling price valuation as otherwise provided in this Policy shall apply, except as specified in E.3.f. above. h. Warranty and Service Contract If any damaged "Covered Property", that is intended for your use, is protected by an extended warranty, or maintenance or service contract; and that warranty or contract becomes void or unusable due to a 'Breakdown"; we will reimburse you for the prorated amount of the unused costs of non-refundable, non -transferable warranties or contracts. F. DEFINITIONS As respects coverage provided under this Endorsement only, the following are added: "Breakdown" a. 'Breakdown" means the following direct physical loss that causes physical damage to "Covered Equipment" and necessitates its repair or replacement: (1) Electrical failure including arcing; (2) Failure of pressure or vacuum equipment; or (3) Mechanical failure including rupture or bursting caused by centrifugal force; unless such loss or damage is otherwise excluded within this Policy or any Endorsement forming a part of this Policy. "Breakdown" does not mean or include: (1) Cracking of any part on an internal combustion gas turbine exposed to the products of combustion; (2) Damage to any structure or foundation supporting the "Covered Equipment' or any of its parts; (3) Damage to any vacuum tube, gas tube, or brush; (4) Defects, erasures, errors, limitations or viruses in "Computer Equipment', "Data", "Media" and/or programs including the inability to recognize and process any date or time or provide instructions to "Covered Equipment'. However, if a 'Breakdown" ensues, we will pay the ensuing loss or damage not otherwise excluded; (5) Functioning of any safety or protective device; (6) Leakage at any valve, fitting, shaft seal, gland packing, joint or connection; or (7) Malfunction including but not limited to adjustment, alignment, calibration, cleaning or modification. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 11 of 13 PI -BM -001 (03/13) Jurisdictional Inspection At your option, we will provide certificate -of -operation inspection services for boilers and other pressure vessels where: (1) You have notified us of equipment that is insured under this Coverage Part and that requires a certificate -of -operation; (2) The certificate -of -operation is required by state, city or provincial law; and (3) The state, city or provincial law permits inspections by insurance company employees. Certificate -of -operation inspection services shall be provided only in the United States of America, Puerto Rico and Canada as allowed by state, city or provincial law. 2. Suspension: Whenever "Covered Equipment' is found to be in, or exposed to, a dangerous condition, any of our representatives may immediately suspend the coverage provided by this Equipment Breakdown Protection Endorsement. We will deliver or mail a written notice of suspension to your last known address or the address where the "Covered Equipment' is located. Once suspended in this way, your coverage can be reinstated only by an endorsement for that "Covered Equipment". If we suspend your coverage, you will get a pro rata refund of premium for that "Covered Equipment'. But the suspension will be effective even if we have not yet made or offered a refund. 3. Valuation a. We will pay the amount you spend to repair or replace "Covered Property" with other property of like kind, quality and capacity if such "Covered Property" is directly damaged by a "Breakdown" to "Covered Equipment'. Our payment will be the smallest of: (1) The cost to repair the damaged property; or (2) The cost to replace the damaged property; or (3) The amount you actually spend that is necessary to repair or replace the damaged property. But we will not pay for such damaged property that is obsolete or useless to you. b. New Generation If "Covered Equipment' cannot be repaired or the cost to repair is more than the cost to replace, and the damage to the "Covered Equipment' equals or exceeds 100% of the actual cash value of the "Covered Equipment', you may choose to apply the following provision. New Generation Coverage — If you want to replace damaged "Covered Equipment' with a newer generation "Covered Equipment' of the same capacity, we will pay up to 25% more than "Covered Equipment' of like kind, quality and capacity would have cost at the time of the "Breakdown". c. Except for New Generation Coverage, you must pay the extra cost of replacing damaged property with property of a better kind or quality or of a larger capacity. d. Brands and Labels (1) If branded or labeled merchandise that is "Covered Property" is damaged by a "Covered Cause of Loss", we may take all or any part of the property at an agreed or appraised value. If we take such property, you may: (a) Stamp the word SALVAGE on the merchandise or its containers if the stamp will not physically damage the merchandise; or (b) Remove the brands or labels if doing so will not physically damage the merchandise. You must re -label the merchandise or its containers to comply with any law. (2) We will pay the reasonable cost you incur to perform the activities described in paragraphs E.3.d.(1) (a) and (b) above. However, if costs identified in paragraphs E.3.d.(1)(a) and (b) above are incurred as a result of damage as covered under the Hazardous Substance, Refrigerant Contamination or Water © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 10 of 13 PI -BM -001 (03/13) 2. Determination of Deductibles a. Dollar Deductible If a dollar deductible is shown in the Equipment Breakdown Protection Schedule, we will first subtract the deductible amount from a loss we would otherwise pay. b. Multiple per Unit Deductible If a multiple of units is shown in the Equipment Breakdown Protection Schedule, the deductible will be calculated as the sum of the multiplier times the number of units specified. (For example: if the deductible is specified as $25/hp for air conditioning units, and a covered 500 hp air conditioning unit suffered a 'Breakdown", the deductible will be $25 times 500 hp which equals $12,500.) c. Time Deductible If a time deductible is shown in the Equipment Breakdown Protection Schedule, we will not be liable for any loss under that coverage that occurs during the specified time period immediately following a 'Breakdown". If a time deductible is shown in days, each day shall mean twenty-four consecutive hours. d. Multiple of Daily Value Deductible If a multiple of daily value is shown in the Equipment Breakdown Protection Schedule, this deductible will be calculated as follows: (1) For the entire Covered Premises where the loss occurred, determine the total amount of "Business Income" that would have been earned during the "Period of Restoration" had no 'Breakdown" taken place. (2) Divide the result in Paragraph (1) by the number of days the business would have been open during the 'Period of Restoration". The result is the daily value. (3) Multiply the daily value in Paragraph (2) by the number of daily value multiples shown in the Equipment Breakdown Protection Schedule. We will first subtract this deductible amount from any loss we would otherwise pay. We will then pay the amount of loss or damage in excess of the deductible, up to the applicable Limit of Insurance. e. Percentage of Loss Deductible If a deductible is expressed as a percentage of loss in the Equipment Breakdown Protection Schedule, we will not be liable for the indicated percentage of the gross amount of loss or damage (prior to the applicable deductible or coinsurance) insured under the applicable coverage. f. Minimum Or Maximum Deductible (1) If a minimum dollar amount deductible is shown in the Equipment Breakdown Protection Schedule; and the dollar amount of the Multiple per Unit, Multiple of Daily Value or the Percentage of Loss Deductible is less than the Minimum Deductible, then the Minimum Deductible amount shown in the Equipment Breakdown Protection Schedule will be the applicable deductible. (2) If a maximum dollar amount deductible is shown in the Equipment Breakdown Protection Schedule; and the dollar amount of the Multiple per Unit, Multiple of Daily Value or the Percentage of Loss Deductible is greater than the Maximum Deductible; then the Maximum Deductible amount shown in the Equipment Breakdown Protection Schedule will be the applicable deductible. E. CONDITIONS As respects coverage provided under this Equipment Breakdown Protection Endorsement only, the following shall apply: © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 9 of 13 PI -BM -001 (03/13) b. More than one "Covered Equipment" is involved in "One Breakdown", then only one deductible, the highest, shall apply to each of the applicable coverages. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 8 of 13 PI -BM -001 (03/13) j. Water damage caused by the discharge or leakage of a sprinkler system, sewer piping or domestic water piping, unless such discharge or leakage is the direct result of a 'Breakdown" to "Covered Equipment'. The most we will pay for such water damage is the Limit of Insurance shown in the Equipment Breakdown Protection Schedule for Water Damage. k. With respect to Business Income, Extra Expense or Utility Services -Time Element coverages, the following additional exclusions will apply: (1) The business that would not or could not have been carried on if the 'Breakdown" had not occurred; or (2) Your failure to use due diligence and dispatch to operate your business on as nearly normal a basis as practicable at the Covered Premises shown in the Equipment Breakdown Protection Schedule; or (3) The suspension, lapse or cancellation of a contract following a 'Breakdown" to "Covered Equipment' extending beyond the time business could have resumed if the contract had not lapsed, been suspended or cancelled. With respect to Utility Services—Spoilage and Utility Services -Time Element coverages, the following additional exclusions will apply: (1) Acts of sabotage; (2) Deliberate act(s) of load shedding by the supplying or distributing utility. C. LIMITS OF INSURANCE As respects coverage provided under this Endorsement only, the following is added: 1. The most we will pay for loss and expense arising from any "One Breakdown" is the amount shown as the "Limit per One Breakdown" in the Equipment Breakdown Protection Schedule. This limit applies to all coverages under Section A — Coverage, including Coverage Extensions. 2. The Limit of Insurance under each of the Coverage Extensions for loss or expense arising from any "One Breakdown" is the amount shown in the Equipment Breakdown Protection Schedule for the applicable Coverage Extension. If two or more limits apply to the same portion of a loss the most we will pay is the smallest applicable Limit of Insurance. 3. The most we will pay for physical damage caused by a 'Breakdown" to "Diagnostic Equipment' is $250,000 for any single piece of equipment, unless another Limit is shown in the Equipment Breakdown Protection Schedule. This limit is part of, not in addition to, the Property Damage Limit shown in the Equipment Breakdown Protection Schedule. D. DEDUCTIBLES As respects coverage provided under this Endorsement only, the following shall apply: 1. Application of Deductibles We will not pay for loss or damage resulting from any "One Breakdown" until the amount of covered loss or damage exceeds the deductible shown in the Equipment Breakdown Protection Schedule. We will then pay the amount of covered loss or damage in excess of the deductible, up to the applicable Limit of Insurance. Deductibles apply separately for each applicable coverage except if: a. A deductible is shown as Combined for any of the coverages in the Equipment Breakdown Protection Schedule, then we will first subtract the combined deductible amount from the aggregate amount of any loss to which the combined deductible applies; or © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 7 of 13 PI -BM -001 (03/13) 2. The following exclusions are added as respects coverage provided under this Equipment Breakdown Protection Endorsement only. We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. a. 'Breakdown" resulting from or caused by capsizing, collapse, collision, upset or overturning of any mobile "Covered Equipment", the vehicle or floating vessel by which the mobile "Covered Equipment' is transported or the platform or other base on which the mobile "Covered Equipment' is positioned. b. Depletion, deterioration, corrosion, erosion, wear and tear, and rust. However, if a "Breakdown" ensues, we will pay the ensuing loss or damage not otherwise excluded. c. Earth Movement including, but not limited to, earthquake; landslide; land subsidence; mine subsidence; sinkhole collapse; or volcanic action; or other rising or shifting of earth that results from, contributes to, or is aggravated by any of the above, all whether naturally occurring or due to man-made or other artificial causes. d. An explosion. However, we will pay for direct loss or damage caused by an explosion of "Covered Equipment" of the following kind: (1) Steam boiler; electric steam generator; steam piping; steam turbine; steam engine; or (2) Gas turbine or any other moving or rotating machinery, when such explosion is caused by centrifugal force or mechanical breakdown. e. Fire, including smoke, and water or other means used to extinguish a fire even when the attempt is unsuccessful. f. "Fungus", wet rot and dry rot, and bacteria except as provided under Coverage Extensions, I. "Fungus", Wet Rot, Dry Rot and Bacteria — Limited Coverage g. Specified Perils Loss caused by or resulting from: aircraft; civil commotion; collapse; combustion explosion; freezing caused by cold weather; hail; impact of aircraft, missile or vehicle; lightning; molten material; objects falling from aircraft or missiles; riot; smoke; vandalism; vehicles; weight of snow, ice or sleet; or windstorm. However, we will pay for a 'Breakdown" to "Covered Equipment' if one of the perils listed above occurs away from the Covered Premises described in the Equipment Breakdown Protection Schedule, and causes an electrical surge or other electrical disturbance that comes through utility transmission lines, if such electrical surge or disturbance is not covered elsewhere in this Policy. h. Testing Any 'Breakdown" to "Covered Equipment' that takes place while the "Covered Equipment' is undergoing a test which subjects the "Covered Equipment' to greater than maximum allowable operating conditions as identified by the manufacturer of the "Covered Equipment'. Water (1) Flood, surface water, waves, tides, tidal waves, tsunami, overflow of any body of water, or their spray, all whether driven by wind or not; (2) Mudflow or mudslides; or (3) Water damage caused by backup of sewers, drains, or drainage piping. all whether naturally occurring or due to manmade or other artificial causes. However, we will pay the expenses you incur to dry out electrical "Covered Equipment' resulting from such causes of loss. We will not pay for any other resulting loss or expense. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 6of13 PI -BM -001 (03/13) i. "Fungus", Wet Rot, Dry Rot and Bacteria — Limited Coverage Coverage for Limited Coverage — "Fungus" Wet Rot, Dry Rot and Bacteria as provided elsewhere in this policy is extended to include loss or expense resulting from a "Breakdown" to "Covered Equipment". j. Newly Acquired or Constructed Property If Newly Acquired or Constructed Property is selected in the Equipment Breakdown Protection Schedule, coverage for Newly Acquired or Constructed Property as provided elsewhere in this Policy is extended to loss and expense resulting from a "Breakdown" to "Covered Equipment". k. Ordinance or Law (Including Demolition and Increased Cost of Construction) If Ordinance or Law (Including Demolition and Increased Cost of Construction is selected in the Equipment Breakdown Protection Schedule, coverage for Ordinance or Law (Including Demolition and Increased Cost of Construction as provided elsewhere in this Policy is extended to include loss and expense resulting from a "Breakdown" to "Covered Equipment". Pollutant Clean Up and Removal If "Covered Property", including land or water owned by you at a described premises, is damaged, contaminated or polluted by a "Hazardous Substance" as a direct result of a "Breakdown" to "Covered Equipment", we will pay for any additional expenses incurred by you for clean-up, repair, replacement or disposal of the affected "Covered Property". As used here, additional expenses means the additional cost incurred over and above the amount that we would have paid had no "Hazardous Substance" been involved with the loss. Ammonia is not considered to be a "Hazardous Substance" as respects this limitation. If you have selected "Business Income" and/or "Extra Expense" coverages under this Equipment Breakdown Protection Endorsement, we will also pay for any loss of "Business Income" or "Extra Expense" caused by such damage, contamination or pollution. The maximum we will pay for damage to "Covered Property", "Business Income" and/or "Extra Expense" under this Coverage Extension shall be the Limit of Insurance indicated in the Equipment Breakdown Protection Schedule for Pollutant Clean Up and Removal. m. Refrigerant Contamination If "Covered Property" is contaminated by a refrigerant, including ammonia, as a direct result of a "Breakdown" to "Covered Equipment", we will pay for this kind of damage, including salvage expense and any additional expenses incurred by you for clean-up, repair, replacement or disposal of that property. n. Time Element from Dependent Property If Time Element from Dependent Property is selected in the Equipment Breakdown Protection Schedule, coverage for Time Element from Dependent Property as provided elsewhere in this Policy is extended to include loss and expense resulting from a "Breakdown" to "Covered Equipment". o. Water Damage If "Covered Property" is damaged by water as a direct result of a "Breakdown" to "Covered Equipment" we will pay for this kind of damage, including salvage expense. B. EXCLUSIONS As respects coverage provided under this Equipment Breakdown Protection Endorsement only, Exclusions B.2.a; B.2.d.(6); B.2.e. and Limitations CA.a. and CA.b. of the Causes Of Loss Form attached to this policy are deleted. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 5 of 13 PI -BM -001 (03/13) (3) Any necessary expenses you incur to reduce or avert the amount of loss under this Coverage Extension. We will pay such expenses to the extent they do not exceed the amount of loss that otherwise would have been payable under this Coverage Extension. As respects spoilage damage caused by a "Breakdown" to "Covered Equipment" only, coverage provided under this Coverage Extension supersedes any other Spoilage coverage provided elsewhere in this policy. d. Utility Services — Time Element If Utility Services — Time Element coverage is included under this Equipment Breakdown Protection Endorsement and Business Income and/or Extra Expense is also covered under this Endorsement, the selected coverage(s) are extended to include loss resulting from the interruption of utility services provided all of the following conditions are met: (1) The interruption is the direct result of a "Breakdown" to "Covered Equipment" owned, operated or controlled by the local private or public utility or distributor that directly generates, transmits, distributes or provides utility services which you receive; and (2) The "Covered Equipment" is used to supply air conditioning, communication services, electric power, gas, heating, refrigeration, steam, water or waste treatment to your Premises; and (3) The interruption of utility service to your Covered Premises lasts at least the consecutive period of time shown in the Equipment Breakdown Protection Schedule. e. Civil Authority If Civil Authority is selected in the Equipment Breakdown Protection Schedule, coverage for Civil Authority as provided elsewhere in this Policy is extended to include loss and expense resulting from a "Breakdown to "Covered Equipment". "Electronic Data" Or "Media" Coverage If: (1) you purchase "Data" or "Media" coverage under this Equipment Breakdown Protection Endorsement; and (2) you have selected coverage for Business Income and/or Extra Expense under this Endorsement; and (3) "Media" is damaged or "Data" is lost or corrupted as a direct result of a "Breakdown" to "Covered Equipment"; we will pay your actual loss of "Business Income" and/or your "Extra Expenses" during the time necessary to: (i) Research, recreate, replace or restore the damaged "Media" or lost or corrupted "Data"; and (ii) Reprogram instructions used in any covered "Computer Equipment". There shall be no coverage for any "Data" or "Media" that cannot be replaced, recreated, or restored. The most we will pay under this Coverage Extension for "Business Income" and/or your "Extra Expense" incurred is the Limit of Insurance indicated for "Data" or "Media" coverage in the Equipment Breakdown Protection Schedule. g. Expediting Expense With respect to your damaged "Covered Property", we will pay the reasonable extra cost to: (1) Make temporary repairs; and (2) Expedite permanent repairs or permanent replacement. h. Extended "Period of Restoration" The "Period of Restoration is extended by the number of consecutive days indicated in the Equipment Breakdown Protection Schedule. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 4 of 13 PI -BM -001 (03/13) A. COVERAGE As respects coverage provided under this Policy, the following coverage is added: 1. Equipment Breakdown Protection Property Damage We will pay for direct physical damage to "Covered Property" located at the Covered Premises described in the Equipment Breakdown Protection Schedule resulting from a "Breakdown" to "Covered Equipment". The most we will pay is the Limit of Insurance for Property Damage indicated in the Equipment Breakdown Protection Schedule. 2. Coverage Extensions. As respects coverage provided under this Equipment Breakdown Protection Endorsement only, the following is added: You may extend the insurance provided by this Equipment Breakdown Protection Endorsement as follows. If coverage is selected on the Equipment Breakdown Protection Schedule, the most we will pay under these Coverage Extensions are the Limits of Insurance in such Schedule. These limits are a part of and not in addition to the total "Limit per One Breakdown". These coverages apply only to that portion of the loss or damage that is a direct result of a "Breakdown" to "Covered Equipment" that is not excluded elsewhere in this Policy or this Equipment Breakdown Protection Endorsement. If any of the following Coverage Extensions are selected, the Limit of Insurance identified for the applicable coverage extension shown in the Equipment Breakdown Protection Endorsement shall replace any limit as may be found elsewhere in this Policy with regard to coverage provided under this Endorsement only. a. Business Income If Business Income is selected in the Equipment Breakdown Protection Schedule, coverage for Business Income as provided elsewhere in this Policy is extended to include loss and expense resulting from a "Breakdown" to "Covered Equipment". b. Extra Expense If Extra Expense is selected in the Equipment Breakdown Protection Schedule, coverage for Extra Expense as provided elsewhere in this Policy is extended to include loss and expense resulting from a "Breakdown" to "Covered Equipment". c. Spoilage Damage We will pay for: (1) Spoilage damage to "Perishable Goods". (2) Utility Interruption — Spoilage Spoilage damage to "Perishable Goods" that is caused by or results from an interruption in utility services that is the direct result of a "Breakdown" to "Covered Equipment" owned, operated or controlled by a private or public utility, landlord or other supplier with whom you have a contract to provide you with any of the following services: air conditioning, communication services, electric power, gas, heating, refrigeration, steam, water or waste treatment. The interruption of such utility service to your Covered Premises must last at least the consecutive period of time shown in the Equipment Breakdown Protection Schedule for Utility Interruption — Spoilage. Once this waiting period is met, coverage will commence at the initial time of the interruption and will then be subject to the applicable deductible. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 3 of 13 PI -BM -001 (03/13) Refrigerant Contamination $100,000 Time Element from Dependent Properties $250,000 Water Damage $100,000 OPTIONAL EQUIPMENT COVERAGE DEDUCTIBLES Power Generating Equipment x❑ Included subject to a maximum of: Business Income • $1,000,000 Building and Personal Property; Extra Expense and Spoilage Damage (including Utility • $500,000 Business Income and Extra Interruption -Spoilage Damage Expense Utility Interruption -Time Element Limit of Insurance Refrigerant Contamination: ❑ Excluded COVERAGE DEDUCTIBLES Property Damage Per the Property Coverage Part Declarations Business Income Per the Property Coverage Part Declarations Extra Expense Per the Property Coverage Part Declarations Spoilage Damage (including Utility Included in the Building and Business Personal Property Interruption -Spoilage Damage Deductible Utility Interruption -Time Element 24 hours Refrigerant Contamination: Included in the Building and Business Personal Property Deductible Time Element from Dependent Properties Included in the Business Income Deductible Other: • Civil Authority and "Fungus", Wet • Included in the Business Income Deductible Rot, Dry Rot Business Income and Extra Expense • "Data" or "Media"; "Diagnostic • Included in Property Damage (Building and Equipment'; Expediting Expense; Business Personal Property) Deductible "Fungus", Wet Rot, Dry Rot and Bacteria Property Damage; Newly Acquired or Constructed Property; Ordinance or Law (including Demolition and Increased Cost of Construction); Pollutant Clean Up and Removal; and Water Damage ADDITIONAL COVERAGE EXTENSION, RESTRICTIONS, SPECIAL PROVISIONS: The following definition is added to section F. DEFINITIONS: "Perishable Goods" means any "Covered Property" that is maintained under controlled conditions for its preservation and that is susceptible to loss or damage if the controlled conditions change. © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2 of 13 PI -BM -001 (03/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY EQUIPMENT BREAKDOWN PROTECTION ENDORSEMENT This endorsement modifies insurance provided under the following: PROPERTY COVERAGE PART EQUIPMENT BREAKDOWN PROTECTION SCHEDULE Premises: This endorsement applies to all Covered Premises specified elsewhere in this Policy. Coverages, Limits of Insurance and Options: Insurance under this Endorsement applies only to coverages as set forth below. COVERAGE LIMIT OF INSURANCE Limit per One Breakdown The sum of Building, Business Personal Property, Business Income and Extra Expense Limit of Insurance at Covered Locations as per the Property Coverage Part Declarations. Property Damage The sum of Building and Business Personal Property Limit of Insurance at Covered Locations as per the Property Coverage Part Declarations Business Income The Business Income Limit of Insurance at Covered Locations as per the Property Coverage Part Declarations. Business Income "Period of Restoration" Per the Business Income Coverage Form Extra Expense The Extra Expense Limit of Insurance at Covered Locations as per the Property Coverage Part Declarations. Spoilage Damage (including Utility Interruption -Spoilage Damage $100,000 • Coverage for Utility Interruption -Spoilage Damage applies only if interruption lasts at least: 8 hours Utility Services — Time Element Included in the Business Income Limit of Insurance per the Property Coverage Part Declarations. • Coverage applies only if interruption lasts at least: 8 hours Civil Authority 4 weeks "Data" or "Media" $100,000 "Diagnostic Equipment" $250,000 maximum Limit of Insurance for any single piece of equipment Expediting Expense $250,000 Extended "Period of Restoration" Included in Business Income "Period of Restoration" "Fungus", Wet Rot, Dry Rot and Bacteria • Property Damage As per the Covered Causes of Loss Form • Business Income and Extra Expense 30 Days Newly Acquired or Constructed Property As per the Building and Business Personal Property • Buildings Coverage Form and any additional form that modifies this • Business Personal Property coverage Limit of Insurance. Ordinance or Law (Including Demolition As per the Building and Business Personal Property and Increased Cost of Construction) Coverage Form and any additional form that modifies this coverage Limit of Insurance Pollutant Clean Up and Removal $100,000 © 2013 Philadelphia Consolidated Holding Corp. Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of 13 COMMERCIAL PROPERTY CP 10 32 08 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WATER EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL PROPERTY COVERAGE PART STANDARD PROPERTY POLICY A. The exclusion in Paragraph B. replaces the Water Exclusion in this Coverage Part or Policy. B. Water 1. Flood, surface water, waves (including tidal wave and tsunami), tides, tidal water, overflow of any body of water, or spray from any of these, all whether or not driven by wind (includ- ing storm surge); 2. Mudslide or mudflow; 3. Water that backs up or overflows or is other- wise discharged from a sewer, drain, sump, sump pump or related equipment; 4. Water under the ground surface pressing on, or flowing or seeping through: a. Foundations, walls, floors or paved sur- faces; b. Basements, whether paved or not; or c. Doors, windows or other openings; or 5. Waterborne material carried or otherwise moved by any of the water referred to in Para- graph 1., 3. or 4., or material carried or other- wise moved by mudslide or mudflow. This exclusion applies regardless of whether any of the above, in Paragraphs 1. through 5., is caused by an act of nature or is otherwise caused. An example of a situation to which this exclusion applies is the situation where a dam, levee, sea- wall or other boundary or containment system fails in whole or in part, for any reason, to contain the water. But if any of the above, in Paragraphs 1. through 5., results in fire, explosion or sprinkler leakage, we will pay for the loss or damage caused by that fire, explosion or sprinkler leakage (if sprinkler leakage is a Covered Cause of Loss). CP 10 32 08 08 © Insurance Services Office, Inc., 2008 Page 1 of 1 13 E. Additional Coverage Extensions 1. Property In Transit This Extension applies only to your personal property to which this form applies. a. You may extend the insurance provided by this Coverage Part to apply to your per- sonal property (other than property in the care, custody or control of your salesper- sons) in transit more than 100 feet from the described premises. Property must be in or on a motor vehicle you own, lease or oper- ate while between points in the coverage territory. b. Loss or damage must be caused by or result from one of the following causes of loss: (1) Fire, lightning, explosion, windstorm or hail, riot or civil commotion, or vandal- ism. (2) Vehicle collision, upset or overturn. Collision means accidental contact of your vehicle with another vehicle or ob- ject. It does not mean your vehicle's contact with the road bed. (3) Theft of an entire bale, case or package by forced entry into a securely locked body or compartment of the vehicle. There must be visible marks of the forced entry. c. The most we will pay for loss or damage under this Extension is $5,000. This Coverage Extension is additional insur- ance. The Additional Condition, Coinsurance, does not apply to this Extension. 2. Water Damage, Other Liquids, Powder Or Molten Material Damage If loss or damage caused by or resulting from covered water or other liquid, powder or molten material damage loss occurs, we will also pay the cost to tear out and replace any part of the building or structure to repair damage to the system or appliance from which the water or other substance escapes. This Coverage Ex- tension does not increase the Limit of Insur- ance. 3. Glass a. We will pay for expenses incurred to put up temporary plates or board up openings if repair or replacement of damaged glass is delayed. b. We will pay for expenses incurred to re- move or replace obstructions when repair- ing or replacing glass that is part of a build- ing. This does not include removing or re- placing window displays. This Coverage Extension, E.3., does not in- crease the Limit of Insurance. F.Definitions "Specified Causes of Loss" means the following: Fire; lightning; explosion; windstorm or hail; smoke; aircraft or vehicles; riot or civil commotion; vandalism; leakage from fire extinguishing equip- ment; sinkhole collapse; volcanic action; falling ob- jects; weight of snow, ice or sleet; water damage. 1. Sinkhole collapse means the sudden sinking or collapse of land into underground empty spaces created by the action of water on lime- stone or dolomite. This cause of loss does not include: a. The cost of filling sinkholes; or b. Sinking or collapse of land into man-made underground cavities. 2. Falling objects does not include loss or dam- age to: a. Personal property in the open; or b. 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. 3. Water damage means accidental discharge or leakage of water or steam as the direct result of the breaking apart or cracking of a plumbing, heating, air conditioning or other system or ap- pliance (other than a sump system including its related equipment and parts), that is located on the described premises and contains water or steam. CP 10 30 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 7 of 7 0 D. Additional Coverage — Collapse The term Covered Cause of Loss includes the Ad- ditional Coverage — Collapse as described and limited in D.1. through D.S. below. 1. With respect to buildings: a. Collapse means an abrupt falling down or caving in of a building or any part of a build- ing with the result that the building or part of the building cannot be occupied for its in- tended purpose; b. A building or any part of a building that is in danger of falling down or caving in is not considered to be in a state of collapse; c. A part of a building that is standing is not considered to be in a state of collapse even if it has separated from another part of the building; d. A building that is standing or any part of a building that is standing is not considered to be in a state of collapse even if it shows evidence of cracking, bulging, sagging, bending, leaning, settling, shrinkage or ex- pansion. 2. We will pay for direct physical loss or damage to Covered Property, caused by collapse of a building or any part of a building that is insured under this Coverage Form or that contains Covered Property insured under this Coverage Form, if the collapse is caused by one or more of the following: a. The "specified causes of loss" or breakage of building glass, all only as insured against in this Coverage Part; b. Decay that is hidden from view, unless the presence of such decay is known to an in- sured prior to collapse; c. Insect or vermin damage that is hidden from view, unless the presence of such damage is known to an insured prior to col- lapse; d. Weight of people or personal property; e. Weight of rain that collects on a roof; f. Use of defective material or methods in construction, remodeling or renovation if the collapse occurs during the course of the construction, remodeling or renovation. However, if the collapse occurs after con- struction, remodeling or renovation is com- plete and is caused in part by a cause of loss listed in 2.a. through 2.e., we will pay for the loss or damage even if use of defec- tive material or methods, in construction, remodeling or renovation, contributes to the collapse. The criteria set forth in 1.a. through 1.d. do not limit the coverage otherwise provided under this Causes of Loss Form for the causes of loss listed in 2.a., 2.d. and 2.e. 3. With respect to the following property: a. Outdoor radio or television antennas (in- cluding satellite dishes) and their lead-in wiring, masts or towers; b. Awnings, gutters and downspouts; c. Yard fixtures; d. Outdoor swimming pools; e. Fences; f. Piers, wharves and docks; g. Beach or diving platforms or appurte- nances; h. Retaining walls; and I. Walks, roadways and other paved surfaces; if the collapse is caused by a cause of loss listed in 2.b. through 2.f., we will pay for loss or damage to that property only if: a. Such loss or damage is a direct result of the collapse of a building insured under this Coverage Form; and b. The property is Covered Property under this Coverage Form. 4. If personal property abruptly falls down or caves in and such collapse is not the result of collapse of a building, we will pay for loss or damage to Covered Property caused by such collapse of personal property only if: a. The collapse was caused by a Cause of Loss listed in 2.a. through 2.f. above; b. The personal property which collapses is inside a building; and c. The property which collapses is not of a kind listed in 3. above, regardless of whether that kind of property is considered to be personal property or real property. The coverage stated in this Paragraph 4. does not apply to personal property if marring and/or scratching is the only damage to that personal property caused by the collapse. Collapse of personal property does not mean cracking, bulging, sagging, bending, leaning, settling, shrinkage or expansion. 5. This Additional Coverage, Collapse, will not increase the Limits of Insurance provided in this Coverage Part. Page 6 of 7 Copyright, Insurance Services Office, Inc., 1999 CP 10 30 10 00 ❑ b. Hot water boilers or other water heating (2) Containers of property held for sale. equipment caused by or resulting from any d. Builders' machinery, tools and equipment condition or event inside such boilers or owned by you or entrusted to you, provided equipment, other than an explosion. such property is Covered Property. c. The interior of any building or structure, or to personal property in the building or struc- ture, caused by or resulting from rain, snow, sleet, ice, sand or dust, whether driven by wind or not, unless: (1) The building or structure first sustains damage by a Covered Cause of Loss to its roof or walls through which the rain, snow, sleet, ice, sand or dust enters; or (2) The loss or damage is caused by or results from thawing of snow, sleet or ice on the building or structure. d. Building materials and supplies not at- tached as part of the building or structure, caused by or resulting from theft. However, this limitation does not apply to: (1) Building materials and supplies held for sale by you, unless they are insured un- der the Builders Risk Coverage Form; or (2) Business Income coverage or Extra Expense coverage. e. Property that is missing, where the only evidence of the loss or damage is a short- age disclosed on taking inventory, or other instances where there is no physical evi- dence to show what happened to the prop- erty. f. Property that has been transferred to a person or to a place outside the described premises on the basis of unauthorized in- structions. 2. We will not pay for loss of or damage to the following types of property unless caused by the "specified causes of loss" or building glass breakage: a. Valuable papers and records, such as books of account, manuscripts, abstracts, drawings and card index systems, including those which exist on film, tape, disc, drum, cell or other data processing, recording or storage media. Valuable papers and re- cords do not include prepackaged software programs. However, this limitation does not apply: (1) If the property is located on or within 100 feet of the described premises, unless the premises is insured under the Builders Risk Coverage Form; or (2) To Business Income coverage or to Extra Expense coverage. 3. The special limit shown for each category, a. through d., is the total limit for loss of or dam- age to all property in that category. The special limit applies to any one occurrence of theft, re- gardless of the types or number of articles that are lost or damaged in that occurrence. The special limits are: a. $2,500 for furs, fur garments and garments trimmed with fur. b. $2,500 for jewelry, watches, watch move- ments, jewels, pearls, precious and semi- precious stones, bullion, gold, silver, plati- num and other precious alloys or metals. This limit does not apply to jewelry and watches worth $100 or less per item. c. $2,500 for patterns, dies, molds and forms. d. $250 for stamps, tickets, including lottery tickets held for sale, and letters of credit. These special limits are part of, not in addition to, the Limit of Insurance applicable to the Covered Property. This limitation, C.3., does not apply to Busi- ness Income coverage or to Extra Expense coverage. 4. We will not pay the cost to repair any defect to a system or appliance from which water, other liquid, powder or molten material escapes. But we will pay the cost to repair or replace dam- aged parts of fire extinguishing equipment if the damage: a. Results in discharge of any substance from an automatic fire protection system; or b. Is directly caused by freezing. However, this limitation does not apply to Busi- ness Income coverage or to Extra Expense b. Animals, and then only if they are killed or coverage. their destruction is made necessary. c. Fragile articles such as statuary, marbles, chinaware and porcelains, if broken. This restriction does not apply to: (1) Glass; or CP 10 30 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 5 of 7 ❑ But if the failure of power or other utility service results in a Covered Cause of Loss, we will pay for the loss resulting from that Covered Cause of Loss. (2) Any loss caused by or resulting from: (a) Damage or destruction of "finished stock"; or (b) The time required to reproduce "fin- ished stock". This exclusion does not apply to Extra Expense. (3) Any loss caused by or resulting from direct physical loss or damage to radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers. (4) Any increase of loss caused by or re- sulting from: (a) Delay in rebuilding, repairing or replacing the property or resuming "operations", due to interference at the location of the rebuilding, repair or replacement by strikers or other persons; or (b) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the "suspen- sion" of "operations", we will cover such loss that affects your Business Income during the "period of restora- tion" and any extension of the "pe- riod of restoration" in accordance with the terms of the Extended Busi- ness Income Additional Coverage and the Extended Period Of Indem- nity Optional Coverage or any varia- tion of these. (5) Any Extra Expense caused by or result- ing from suspension, lapse or cancella- tion of any license, lease or contract be- yond the "period of restoration". (6) Any other consequential loss. b. Leasehold Interest Coverage Form (1) Paragraph 13.1.a. Ordinance Or Law, does not apply to insurance under this Coverage Form. (2) We will not pay for any loss caused by: (a) Your cancelling the lease; (b) The suspension, lapse or cancella- tion of any license; or (c) Any other consequential loss. c. Legal Liability Coverage Form (1) The following exclusions do not apply to insurance under this Coverage Form: (a) Paragraph B.1.a., Ordinance Or Law; (b) Paragraph 13.1.c., Governmental Action; (c) Paragraph 13.1.d., Nuclear Hazard; (d) Paragraph BA.e., Utility Services; and (e) Paragraph B.1.f., War And Military Action. (2) The following additional exclusions apply to insurance under this Coverage Form: (a) Contractual Liability We will not defend any claim or "suit", or pay damages that you are legally liable to pay, solely by reason of your assumption of liability in a contract or agreement. But this ex- clusion does not apply to a written lease agreement in which you have assumed liability for building damage resulting from an actual or attempted burglary or robbery, provided that: (i) Your assumption of liability was executed prior to the accident; and (ii) The building is Covered Property under this Coverage Form. (b) Nuclear Hazard We will not defend any claim or "suit", or pay any damages, loss, expense or obligation, resulting from nuclear reaction or radiation, or radioactive contamination, however caused. C. Limitations The following limitations apply to all policy forms and endorsements, unless otherwise stated. 1. We will not pay for loss of or damage to prop- erty, as described and limited in this section. In addition, we will not pay for any loss that is a consequence of loss or damage as described and limited in this section. a. 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. Page 4 of 7 Copyright, Insurance Services Office, Inc., 1999 CP 10 3010 00 11 e. Explosion of steam boilers, steam pipes, steam engines or steam turbines owned or leased by you, or operated under your con- trol. But if explosion of steam boilers, steam pipes, steam engines or steam turbines re- sults in fire or combustion explosion, we will pay for the loss or damage caused by that fire or combustion explosion. We will also pay for loss or damage caused by or result- ing from the explosion of gases or fuel within the furnace of any fired vessel or within the flues or passages through which the gases of combustion pass. f. Continuous or repeated seepage or leak- age of water that occurs over a period of 14 days or more. g. 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. h. Dishonest or criminal act by you, any of your partners, members, officers, manag- ers, employees (including leased employ- ees), directors, trustees, authorized repre- sentatives or anyone to whom you entrust the property for any purpose: (1) Acting alone or in collusion with others; or (2) Whether or not occurring during the hours of employment. This exclusion does not apply to acts of de- struction by your employees (including leased employees); but theft by employees (including leased employees) is not cov- ered. I. Voluntary parting with any property by you or anyone else to whom you have entrusted the property if induced to do so by any fraudulent scheme, trick, device or false pretense. j. Rain, snow, ice or sleet to personal prop- erty in the open. k. Collapse, except as provided below in the Additional Coverage for Collapse. But if col- lapse results in a Covered Cause of Loss at the described premises, we will pay for the loss or damage caused by that Covered Cause of Loss. I. Discharge, dispersal, seepage, migration, release or escape of "pollutants" unless the discharge, dispersal, seepage, migration, release or escape is itself caused by any of the "specified causes of loss". But if the discharge, dispersal, seepage, migration, release or escape of "pollutants" results in a "specified cause of loss", we will pay for the loss or damage caused by that "specified cause of loss". This Exclusion, I., does not apply to dam- age to glass caused by chemicals applied to the glass. m. Neglect of an insured to use all reasonable means to save and preserve property from further damage at and after the time of loss. 3. We will not pay for loss or damage caused by or resulting from any of the following, 3.a. through 3.c. But if an excluded cause of loss that is listed in 3.a. through 3.c. results in a Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss. a. Weather conditions. But this exclusion only applies if weather conditions contribute in any way with a cause or event excluded in Paragraph 1. above to produce the loss or damage. b. Acts or decisions, including the failure to act or decide, of any person, group, organiza- tion or governmental body. c. Faulty, inadequate or defective: (1) Planning, zoning, development, survey- ing, siting; (2) Design, specifications, workmanship, repair, construction, renovation, remod- eling, grading, compaction; (3) Materials used in repair, construction, renovation or remodeling; or (4) Maintenance; of part or all of any property on or off the described premises. 4. Special Exclusions The following provisions apply only to the specified Coverage Forms. a. Business Income (And Extra Expense) Coverage Form, Business Income (Without Extra Expense) Coverage Form, or Extra Expense Coverage Form We will not pay for: (1) Any loss caused directly or indirectly by the failure of power or other utility ser- vice supplied to the described premises, however caused, if the failure occurs outside of a covered building. CP 10 30 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 3 of 7 13 d. Nuclear Hazard Nuclear reaction or radiation, or radioactive contamination, however caused. But if nuclear reaction or radiation, or ra- dioactive contamination, results in fire, we will pay for the loss or damage caused by that fire. e. Utility Services The failure of power or other utility service supplied to the described premises, how- ever caused, if the failure occurs away from the described premises. But if the failure of power or other utility ser- vice results in a Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss. This exclusion does not apply to the Busi- ness Income coverage or to Extra Expense coverage. Instead, the Special Exclusion in Paragraph B.4.a.(1) applies to these cover- ages. f. War And Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by gov- ernmental authority in hindering or de- fending against any of these. g. Water (1) Flood, surface water, waves, 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 or overflows from a sewer, drain or sump; or (4) Water under the ground surface press- ing on, or flowing or seeping through: (a) Foundations, walls, floors or paved surfaces; (b) Basements, whether paved or not; or (c) Doors, windows or other openings. But if Water, as described in g.(1) through g.(4) above, results in fire, explosion or sprinkler leakage, we will pay for the loss or damage caused by that fire, explosion or sprinkler leakage. Exclusions B.1.a. through B.1.g. apply whether or not the loss event results in widespread damage or affects a substantial area. 2. We will not pay for loss or damage caused by or resulting from any of the following: a. Artificially generated electrical current, including electric arcing, that disturbs elec- trical devices, appliances or wires. But if artificially generated electrical current results in fire, we will pay for the loss or damage caused by that fire. b. Delay, loss of use or loss of market. c. Smoke, vapor or gas from agricultural smudging or industrial operations. d. (1) Wear and tear; (2) Rust, corrosion, fungus, decay, deterio- ration, hidden or latent defect or any quality in property that causes it to dam- age or destroy itself; (3) Smog; (4) Settling, cracking, shrinking or expan- sion; (5) Nesting or infestation, or discharge or release of waste products or secretions, by insects, birds, rodents or other ani- mals. (6) Mechanical breakdown, including rup- ture or bursting caused by centrifugal force. But if mechanical breakdown re- sults in elevator collision, we will pay for the loss or damage caused by that ele- vator collision. (7) The following causes of loss to personal property: (a) Dampness or dryness of atmos- phere; (b) Changes in or extremes of tempera- ture; or (c) Marring or scratching. But if an excluded cause of loss that is listed in 2.d.(1) through (7) results in a "specified cause of loss" or building glass breakage, we will pay for the loss or dam- age caused by that "specified cause of loss" or building glass breakage. Page 2 of 7 Copyright, Insurance Services Office, Inc., 1999 CP 10 3010 00 COMMERCIAL PROPERTY CP 10 30 10 00 CAUSES OF LOSS - SPECIAL FORM Words and phrases that appear in quotation marks have special meaning. Refer to Section F. — Definitions. A. Covered Causes Of Loss When Special is shown in the Declarations, Cov- ered Causes of Loss means Risks Of Direct Physical Loss unless the loss is: 1. Excluded in Section B., Exclusions; or 2. Limited in Section C., Limitations; that follow. B. Exclusions 1. We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes con- currently or in any sequence to the loss. 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 prop- erty, including the cost of removing its debris. This exclusion, Ordinance Or Law, applies whether the loss results from: (1) An ordinance or law that is enforced even if the property has not been dam- aged; or (2) The increased costs incurred to comply with an ordinance or law in the course of construction, repair, renovation, remod- eling or demolition of property, or re- moval of its debris, following a physical loss to that property. b. Earth Movement (1) Earthquake, including any earth sinking, rising or shifting related to such event; (2) Landslide, including any earth sinking, rising or shifting related to such event; (3) Mine subsidence, meaning subsidence of a man-made mine, whether or not mining activity has ceased; (4) Earth sinking (other than sinkhole col- lapse), rising or shifting including soil conditions which cause settling, crack- ing or other disarrangement of founda- tions or other parts of realty. Soil condi- tions include contraction, expansion, freezing, thawing, erosion, improperly compacted soil and the action of water under the ground surface. But if Earth Movement, as described in b.(1) through (4) above, results in fire or explosion, we will pay for the loss or dam- age caused by that fire or explosion. (5) Volcanic eruption, explosion or effusion. But if volcanic eruption, explosion or ef- fusion results in fire, building glass breakage or Volcanic Action, we will pay for the loss or damage caused by that fire, building glass breakage or Volcanic Action. Volcanic action means direct loss or damage resulting from the eruption of a volcano when the loss or damage is caused by: (a) Airborne volcanic blast or airborne shock waves; (b) Ash, dust or particulate matter; or (c) Lava flow. All volcanic eruptions that occur within any 168 hour period will constitute a sin- gle occurrence. Volcanic action does not include the cost to remove ash, dust or particulate matter that does not cause direct physi- cal loss or damage to the described property. c. Governmental Action Seizure or destruction of property by order of governmental authority. But we will pay for loss or damage caused by or resulting from acts of destruction or- dered by governmental authority and taken at the time of a fire to prevent its spread, if the fire would be covered under this Cover- age Part. CP 10 30 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 1 of 7 ❑ COMMERCIAL PROPERTY CP 0175 07 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA This endorsement modifies insurance provided under the following: COMMERCIAL PROPERTY COVERAGE PART STANDARD PROPERTY POLICY A. The exclusion set forth in Paragraph B. applies to all coverage under all forms and endorsements that comprise this Coverage Part or Policy, includ- ing but not limited to forms or endorsements that cover property damage to buildings or personal property and forms or endorsements that cover business income, extra expense or action of civil authority. B. We will not pay for loss or damage caused by or resulting from any virus, bacterium or other micro- organism that induces or is capable of inducing physical distress, illness or disease. However, this exclusion does not apply to loss or damage caused by or resulting from fungus. Such loss or damage is addressed in a separate exclu- sion in this Coverage Part or Policy. C. With respect to any loss or damage subject to the exclusion in Paragraph B., such exclusion super- sedes any exclusion relating to "pollutants". D. The terms of the exclusion in Paragraph B., or the inapplicability of this exclusion to a particular loss, do not serve to create coverage for any loss that would otherwise be excluded under this Coverage Part or Policy. CP 0175 07 06 © ISO Properties, Inc., 2006 Page 1 of 1 13 c. The cost of testing performed after removal, repair, replacement or restoration of the damaged property is completed, provided there is a reason to believe that 'fungus", wet or dry rot or bacteria are present. 3. The coverage described under C.2. of this Limited Coverage is limited to $15,000. Re- gardless of the number of claims, this limit is the most we will pay for the total of all loss or damage arising out of all occurrences de- scribed in C.1., which take place in a 12 -month period (starting with the beginning of the pres- ent annual policy period). With respect to a particular occurrence of loss which results in "fungus", wet or dry rot or bacteria, we will not pay more than a total of $15,000 even if the "fungus", wet or dry rot or bacteria continues to be present or active, or recurs, in a later policy period. 4. The coverage provided under this Limited Cov- erage does not increase the applicable Limit of Insurance on any Covered Property. If a par- ticular occurrence results in loss or damage by "fungus", wet or dry rot or bacteria, and other loss or damage, we will not pay more, for the total of all loss or damage, than the applicable Limit of Insurance on the affected Covered Property. If there is covered loss or damage to Covered Property, not caused by 'fungus", wet or dry rot or bacteria, loss payment will not be limited by the terms of this Limited Coverage, except to the extent that "fungus", wet or dry rot or bacte- ria causes an increase in the loss. Any such in- crease in the loss will be subject to the terms of this Limited Coverage. 5. The terms of this Limited Coverage do not increase or reduce the coverage provided un- der the Additional Coverage — Collapse, if such Additional Coverage applies to your policy. 6. The following, 6.a. or 6.b., applies only if Busi- ness Income and/or Extra Expense Coverage applies to the described premises and only if the "suspension" of 'operations" satisfies all terms and conditions of the applicable Busi- ness Income and/or Extra Expense Coverage Form. a. If the loss which resulted in 'fungus", wet or dry rot or bacteria does not in itself neces- sitate a "suspension" of 'operations", but such "suspension" is necessary due to loss or damage to property caused by 'fungus", wet or dry rot or bacteria, then our payment under Business Income and/or Extra Ex- pense is limited to the amount of loss and/or expense sustained in a period of not more than 30 days. The days need not be con- secutive. b. If a covered "suspension" of 'operations" was caused by loss or damage other than "fungus", wet or dry rot or bacteria but re- mediation of 'fungus", wet or dry rot or bacteria prolongs the "period of restoration", we will pay for loss and/or expense sus- tained during the delay (regardless of when such a delay occurs during the "period of restoration"), but such coverage is limited to 30 days. The days need not be consecutive. D. If the policy is endorsed to provide Ordinance Or Law Coverage with respect to Property Damage, Business Income or Extra Expense, we will not pay under the Ordinance Or Law Coverage for: 1. Loss or expense sustained due to the en- forcement of any ordinance or law which re- quires the demolition, repair, replacement, re- construction, remodeling or remediation of property due to the presence, growth, prolifera- tion, spread or any activity of 'fungus", wet or dry rot or bacteria; or 2. The costs associated with the enforcement of any ordinance or law which requires any in- sured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "fungus", wet or dry rot or bacteria. E. The following definition is added: "Fungus" means any type or form of fungus, including mold or mildew, and any mycotoxins, spores, scents or by-products produced or released by fungi. Page 2 of 2 © ISO Properties, Inc., 2002 CP 0162 06 02 COMMERCIAL PROPERTY CP 01 62 06 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS - LIMITATIONS ON FUNGUS, WET ROT, DRY ROT AND BACTERIA This endorsement modifies insurance provided under the following: CAUSES OF LOSS — BASIC FORM CAUSES OF LOSS — BROAD FORM CAUSES OF LOSS — SPECIAL FORM STANDARD PROPERTY POLICY A. The following exclusion is added. With respect to the loss or damage addressed therein, this exclusion supersedes any other exclusion which addresses fungus. "Fungus", Wet Rot, Dry Rot And Bacteria We will not pay for loss or damage caused directly or indirectly by the presence, growth, proliferation, spread or any activity of "fungus", wet or dry rot or bacteria. Such loss or damage is excluded re- gardless of any other cause or event that contrib- utes concurrently or in any sequence to the loss. But if "fungus", wet or dry rot or bacteria results in: 1. A "specified cause of loss", we will pay for the loss or damage caused by that "specified cause of loss", if the Causes Of Loss — Special Form applies; or 2. A Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss, if the Causes Of Loss — Basic Form, Causes Of Loss — Broad Form or Standard Property Policy applies. This exclusion does not apply: 1. When "fungus", wet or dry rot or bacteria re- sults from fire or lightning; or 2. To the extent that coverage is provided in the Additional Coverage — Limited Coverage For "Fungus", Wet Rot, Dry Rot And Bacteria with respect to loss or damage by a cause of loss other than fire or lightning. B. The following exclusion replaces any exclusion pertaining to continuous or repeated seepage or leakage of water; and supersedes any other exclu- sion, preclusion of coverage or exception to an ex- clusion pertaining to leakage or discharge of water or steam from a system or appliance. We will not pay for loss or damage caused by or resulting from continuous or repeated seepage or leakage of water, or the presence or condensation of humidity, moisture or vapor, that occurs over a period of 14 days or more. C. The following is added: Additional Coverage — Limited Coverage For "Fungus", Wet Rot, Dry Rot And Bacteria 1. The coverage described in C.2. and C.6. only applies when the "fungus", wet or dry rot or bacteria is the result of one or more of the fol- lowing causes that occurs during the policy pe- riod and only if all reasonable means were used to save and preserve the property from further damage at the time of and after that oc- currence. a. A "specified cause of loss" other than fire or lightning, if the Causes Of Loss — Special Form applies; or b. A Covered Cause of Loss other than fire or lightning, if the Causes Of Loss — Basic Form, Causes Of Loss — Broad Form or Standard Property Policy applies. 2. We will pay for loss or damage by "fungus", wet or dry rot or bacteria. As used in this Limited Coverage, the term loss or damage means: a. Direct physical loss or damage to Covered Property caused by "fungus", wet or dry rot or bacteria, including the cost of removal of the "fungus", wet or dry rot or bacteria; b. The cost to tear out and replace any part of the building or other property as needed to gain access to the "fungus", wet or dry rot or bacteria; and CP 0162 06 02 © ISO Properties, Inc., 2002 Page 1 of 2 2. We will pay for covered loss or damage within five business days after: a. We have notified you that payment of the claim or part of the claim will be made and have reached agreement with you on the amount of loss; or b. An appraisal award has been made. However, if payment of the claim or part of the claim is conditioned on your compliance with any of the terms of this Coverage Part, we will make payment within five business days after the date you have complied with such terms. The following paragraphs are added: 3. Catastrophe Claims If a claim results from a weather related catastrophe or a major natural disaster, the claim handling and claim payment deadlines described in E.1. and E.2. above are extended for an additional 15 days. Catastrophe or Major Natural Disaster means a weather related event which: a. Is declared a disaster under the Texas Disaster Act of 1975; or b. Is determined to be a catastrophe by the State Board of Insurance. 4. The term "business day", as used in the Loss Payment Condition, means a day other than Saturday, Sunday or a holiday recognized by the state of Texas. F. The following is added to the Valuation Loss Condition: Chapter 862 — Subsection 862.053. Policy A Liquidated Demand. A fire insurance policy, in case of total loss by fire of property insured, shall be held and considered to be a liquidated demand against the Company for the full amount of such policy. This subsection does not apply to personal property. G. Paragraphs d. and f. of the Mortgageholders Additional Condition are replaced by the following: d. If we deny your claim because of your acts or because you have failed to comply with the terms of this Coverage Part, the mortgageholder will still have the right to receive loss payment if the mortgageholder: (1) Pays any premium due under this Coverage Part at our request if you have failed to do so; (2) Submits a signed, sworn proof of loss within 91 days after receiving notice from us of your failure to do so; and (3) Has notified us of any change in ownership, occupancy or substantial change in risk known to the mortgageholder. All of the terms of this Coverage Part will then apply directly to the mortgageholder. f. If this policy is cancelled, we will give the mortgageholder named in the Declarations written notice of cancellation. If we cancel this policy, we will give written notice to the mortgageholder at least: (1) 14 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. If you cancel the policy, we will give the mortgageholder notice of cancellation to be effective on the date stated in the notice. The date of cancellation cannot be before the 10th day after the date we mail the notice. H. The following is added to Paragraph D.1. in the Duties In The Event Of Accident, Claim Or Suit Loss Condition in the Legal Liability Coverage Form: We will notify the first Named Insured in writing of: 1. An initial offer to settle a claim made or "suit' brought against the insured under this coverage. The notice will be given not later than the 10th day after the date on which the offer is made. 2. Any settlement of a claim made or "suit' brought against the insured under this coverage. The notice will be given not later than the 30th day after the date of the settlement. CP 0142 03 12 © Insurance Services Office, Inc., 2011 Page 3 of 3 ❑ 2. The Appraisal Condition in the: BUSINESS INCOME (AND EXPENSE) COVERAGE FORM; and BUSINESS INCOME (WITHOUT EXPENSE) COVERAGE FORM is replaced by the following: Appraisal b. The provision requiring signed, sworn proof EXTRA of loss is replaced by the following: Send us a signed, sworn proof of loss EXTRA containing the information we request to investigate the claim. You must do this within 91 days after our request. We will supply you with the necessary forms. If we and you disagree on the amount of Net Income and operating expense or 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 and notify the other of the appraiser selected within 20 days of such demand. The two appraisers will select an umpire. If they cannot agree within 15 days upon such umpire, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the amount of Net Income and operating expense and 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 as to the amount of loss. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal: a. You will still retain your right to bring a legal action against us, subject to the provisions of the Legal Action Against Us Commercial Property Condition; and b. We will still retain our right to deny the claim. D. Under the Duties In The Event Of Loss Or Damage Loss Condition: a. Paragraph a.(2) is replaced by the following: (2) Give us prompt notice of the loss or damage. Include a description of the property involved. However, with respect to loss or damage in the State of Texas caused by windstorm or hail in the catastrophe area as defined by the Texas Insurance Code, any claim must be filed with us not later than one year after the date of the loss or damage that is the subject of the claim, except that a claim may be filed after the first anniversary of the date of the loss or damage for good cause shown by the person filing the claim. E. Under the Loss Payment Condition, the provisions pertaining to notice of our intentions and the time period for payment of claims are deleted and replaced by the following: 1. Claims Handling a. Within 15 days after we receive written notice of claim, we will: (1) Acknowledge receipt of the claim. If we do not acknowledge receipt of the claim in writing, we will keep a record of the date, method and content of the acknowledgment; (2) Begin any investigation of the claim; and (3) Request a signed, sworn proof of loss, specify the information you must provide and supply you with the necessary forms. We may request more information at a later date, if during the investigation of the claim such additional information is necessary. b. We will notify you in writing as to whether: (1) The claim or part of the claim will be paid; (2) The claim or part of the claim has been denied, and inform you of the reasons for denial; (3) More information is necessary; or (4) We need additional time to reach a decision. If we need additional time, we will inform you of the reasons for such need. We will provide notification, as described in b.(1) through b.(4) above, within: (1) 15 business days after we receive the signed, sworn proof of loss and all information we requested; or (2) 30 days after we receive the signed, sworn proof of loss and all information we requested, if we have reason to believe the loss resulted from arson. If we have notified you that we need additional time to reach a decision, we must then either approve or deny the claim within 45 days of such notice. Page 2 of 3 © Insurance Services Office, Inc., 2011 CP 0142 03 12 13 COMMERCIAL PROPERTY CP 0142 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL PROPERTY COVERAGE PART STANDARD PROPERTY POLICY A. When this endorsement is attached to the Standard Property Policy CP 00 99, the term Coverage Part is replaced by the term Policy. B. Legal Action Against Us 1. The Legal Action Against Us Commercial Property Condition is replaced by the following, except as provided in B.2. below: Legal Action Against Us a. Except as provided in Paragraph b., no one may bring a legal action against us under this Coverage Part unless: (1) There has been full compliance with all of the terms of this Coverage Part; and (2) The action is brought within two years and one day from the date the cause of action first accrues. A cause of action accrues on the date of the initial breach of our contractual duties as alleged in the action. b. With respect to loss or damage in the State of Texas caused by windstorm or hail in the catastrophe area as defined by the Texas Insurance Code, no one may bring a legal action against us under this Coverage Part unless: (1) There has been full compliance with all the terms of this Coverage Part; and (2) The action is brought within the earlier of the following: (a) Two years and one day from the date we accept or reject the claim; or (b) Three years and one day from the date of the loss or damage that is the subject of the claim. 2. Paragraph B.1. above does not apply to the Legal Action Against Us Loss Condition in the Legal Liability Coverage Form CP 00 40. C. Appraisal Except as provided in C.2. below, the Appraisal Loss Condition in the: BUILDING AND PERSONAL PROPERTY COVERAGE FORM; BUILDERS RISK COVERAGE FORM; CONDOMINIUM ASSOCIATION COVERAGE FORM; CONDOMINIUM COMMERCIAL UNIT - OWNERS COVERAGE FORM; EXTRA EXPENSE COVERAGE FORM; LEASEHOLD INTEREST COVERAGE FORM; TOBACCO SALES WAREHOUSES COVERAGE FORM; and STANDARD PROPERTY POLICY is replaced by the following: 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 and notify the other of the appraiser selected within 20 days of such demand. The two appraisers will select an umpire. If they cannot agree within 15 days upon such umpire, either may request that selection be made by a judge of a court having jurisdiction. Each appraiser will state 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 as to the amount of loss. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal: a. You will still retain your right to bring a legal action against us, subject to the provisions of the Legal Action Against Us Commercial Property Condition; and b. We will still retain our right to deny the claim. CP 0142 0312 © Insurance Services Office, Inc., 2011 Page 1 of 3 0 TRANSFER OF RIGHTS OF RECOVERY 1. Prior to a loss to your Covered Property or AGAINST OTHERS TO US Covered Income. If any person or organization to or for whom we 2. After a loss to your Covered Property or Cov- make payment under this Coverage Part has ered Income only if, at time of loss, that party is rights to recover damages from another, those one of the following: rights are transferred to us to the extent of our a. Someone insured by this insurance; payment. That person or organization must do everything necessary to secure our rights and b. A business firm: must do nothing after loss to impair them. But you (1) Owned or controlled by you; or may waive your rights against another party in (2) That owns or controls you; or writing: c. Your tenant. This will not restrict your insurance. Page 2 of 2 Copyright, ISO Commercial Risk Services, Inc., 1983, 1987 CP 00 90 07 88 0 COMMERCIAL PROPERTY COMMERCIAL PROPERTY CONDITIONS This Coverage Part is subject to the following conditions, the Common Policy Conditions and applicable Loss Conditions and Additional Conditions in Commercial Property Coverage Forms. A. CONCEALMENT, MISREPRESENTATION OR FRAUD This Coverage Part is void in any case of fraud by you as it relates to this Coverage Part at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a mate- rial fact concerning: 1. This Coverage Part; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this Coverage Part. B. CONTROL OF PROPERTY Any act or neglect of any person other than you beyond your direction or control will not affect this insurance. The breach of any condition of this Coverage Part at any one or more locations will not affect cover- age at any location where, at the time of loss or damage, the breach of condition does not exist. C. INSURANCE UNDER TWO OR MORE COVER- AGES 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. D. LEGAL ACTION AGAINST US No one may bring a legal action against us under this Coverage Part unless: 1. There has been full compliance with all of the terms of this Coverage Part; and 2. The action is brought within 2 years after the date on which the direct physical loss or dam- age occurred. E. LIBERALIZATION If we adopt any revision that would broaden the coverage under this Coverage Part without addi- tional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. F. NO BENEFIT TO BAILEE No person or organization, other than you, having custody of Covered Property will benefit from this insurance. G. OTHER INSURANCE 1. You may have other insurance subject to the same plan, terms, conditions and provisions as the insurance under this Coverage Part. If you do, we will pay our share of the covered loss or damage. Our share is the proportion that the applicable Limit of Insurance under this Cover- age Part bears to the Limits of Insurance of all insurance covering on the same basis. 2. If there is other insurance covering the same loss or damage, other than that described in 1. above, we will pay only for the amount of cov- ered 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. H. POLICY PERIOD, COVERAGE TERRITORY Under this Coverage Part: 1. We cover loss or damage commencing: a. During the policy period shown in the Dec- larations; and b. Within the coverage territory. 2. The coverage territory is: a. The United States of America (including its territories and possessions); b. Puerto Rico; and c. Canada. CP 00 90 07 88 Copyright, ISO Commercial Risk Services, Inc., 1983, 1987 Page 1 of 2 ❑ 5. "Rental Value" means the: a. Total anticipated rental income from tenant occupancy of the premises described in the Declarations as furnished and equipped by you, and b. Amount of all charges which are the legal obligation of the tenant(s) and which would otherwise be your obligations, and c. Fair rental value of any portion of the de- scribed premises which is occupied by you. 6. "Suspension" means: a. The slowdown or cessation of your busi- ness activities; or b. That a part or all of the described premises is rendered untenantable, if coverage for Business Income including 'Rental Value" or "Rental Value" applies. Page 8 of 8 Copyright, Insurance Services Office, Inc., 1999 CP 00 30 10 00 0 (b) Estimated for the 12 months imme- diately following the inception of this Optional Coverage. (2) The Declarations must indicate that the Business Income Agreed Value Optional Coverage applies, and an Agreed Value must be shown in the Declarations. The Agreed Value should be at least equal to: (a) The Coinsurance percentage shown in the Declarations; multiplied by (b) The amount of Net Income and op- erating expenses for the following 12 months you report on the Work Sheet. b. The Additional Condition, Coinsurance, is suspended until: (1) 12 months after the effective date of this Optional Coverage; or (2) The expiration date of this policy; whichever occurs first. c. We will reinstate the Additional Condition, Coinsurance, automatically if you do not submit a new Work Sheet and Agreed Value: (1) Within 12 months of the effective date of this Optional Coverage; or (2) When you request a change in your Business Income Limit of Insurance. d. If the Business Income Limit of Insurance is less than the Agreed Value, we will not pay more of any loss than the amount of loss multiplied by: (1) The Business Income Limit of Insur- ance; divided by (2) The Agreed Value. Example: When: The Limit of Insurance is $ 100,000 The Agreed Value is $ 200,000 The amount of loss is $ 80,000 Step (a): $100,000 _ $200,000 = .50 Step (b): .50 x $80,000 = $40,000 We will pay $40,000. The remaining $40,000 is not covered. 4. Extended Period Of Indemnity Under Paragraph A.M., Extended Business Income, the number "30" in Subparagraphs (1)(b) and (2)(b) is replaced by the number shown in the Declarations for this Optional Coverage. G. Definitions 1. "Finished Stock" means stock you have manu- factured. "Finished stock" also includes whiskey and al- coholic products being aged, unless there is a Coinsurance percentage shown for Business Income in the Declarations. "Finished stock" does not include stock you have manufactured that is held for sale on the premises of any retail outlet insured under this Coverage Part. 2. "Operations" means: a. Your business activities occurring at the described premises; and b. The tenantability of the described premises, if coverage for Business Income including "Rental Value" or "Rental Value" applies. 3. "Period of Restoration" means the period of time that: a. Begins: (1) 72 hours after the time of direct physical loss or damage for Business Income coverage; or (2) Immediately after the time of direct physical loss or damage for Extra Ex- pense coverage; caused by or resulting from any Covered Cause of Loss at the described premises; and b. Ends on the earlier of: (1) The date when the property at the de- scribed premises should be repaired, rebuilt or replaced with reasonable speed and similar quality; or (2) The date when business is resumed at a new permanent location. "Period of restoration" does not include any in- creased period required due to the enforce- ment of any ordinance or law that: (1) Regulates the construction, use or re- pair, or requires the tearing down of any property; or (2) Requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants". The expiration date of this policy will not cut short the "period of restoration". 4. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materi- als to be recycled, reconditioned or reclaimed. CP 00 3010 00 Copyright, Insurance Services Office, Inc., 1999 Page 7 of 8 11 Example No.1 (Underinsurance): (2) The fraction shown in the Declarations When: The Net Income and for this Optional Coverage. operating expenses for Example: the 12 months following When: The Limit of Insurance is $ the inception, or last The fraction shown in the previous anniversary Declarations for this date, of this policy at the Optional Coverage is described premises The most we will pay for would have been $ 400,000 The Coinsurance per- consecutive days is: centage is 50% The Limit of Insurance is $ 150,000 The amount of loss is $ 80,000 Step 1: $400,000 x 50% = $200,000 Days 1-30 $ (the minimum amount of insurance to meet your Coinsurance requirements) Step 2: $150,000 _ $200,000 = .75 Days 61-90 Step 3: $80,000 x.75 = $60,000 $ We will pay no more than $60,000. The remaining $20,000 is not covered. Example No. 2 (Adequate Insurance): 30,000 When: The Net Income and 20,000 operating expenses for 30,000 the 12 months following 80,000 the inception, or last previous anniversary date, of this policy at the described premises would have been $ 400,000 The Coinsurance per- centage is 50% The Limit of Insurance is $ 200,000 The amount of loss is $ 80,000 The minimum amount of insurance to meet your Coinsurance requirement is $200,000 ($400,000 x 50%). Therefore, the Limit of Insurance in this Ex- ample is adequate and no penalty applies. We will pay no more than $80,000 (amount of loss). This condition does not apply to the Extra Ex- pense Additional Coverage. F. Optional Coverages If shown as applicable in the Declarations, the fol- lowing Optional Coverages apply separately to each item. 1. Maximum Period Of Indemnity a. The Additional Condition, Coinsurance, does not apply to this Coverage Form at the described premises to which this Optional Coverage applies. b. The most we will pay for the total of Busi- ness Income loss and Extra Expense is the lesser of: (1) The amount of loss sustained and ex- penses incurred during the 120 days immediately following the beginning of the "period of restoration'; or (2) The Limit of Insurance shown in the Declarations. 2. Monthly Limit Of Indemnity a. The Additional Condition, Coinsurance, does not apply to this Coverage Form at the described premises to which this Optional Coverage applies. b. The most we will pay for loss of Business Income in each period of 30 consecutive days after the beginning of the "period of restoration" is: (1) The Limit of Insurance, multiplied by (2) The fraction shown in the Declarations for this Optional Coverage. Example: When: The Limit of Insurance is $ 120,000 The fraction shown in the Declarations for this Optional Coverage is 1/4 The most we will pay for loss in each period of 30 consecutive days is: $120,000 x 1/4 = $30,000 If, in this example, the actual amount of loss is: Days 1-30 $ 40,000 Days 31-60 20,000 Days 61-90 30,000 $ 90,000 We will pay: Days 1-30 $ 30,000 Days 31-60 20,000 Days 61-90 30,000 $ 80,000 The remaining $10,000 is not covered. 3. Business Income Agreed Value a. To activate this Optional Coverage: (1) A Business Income Report/Work Sheet must be submitted to us and must show financial data for your "operations": (a) During the 12 months prior to the date of the Work Sheet; and Page 6 of 8 Copyright, Insurance Services Office, Inc., 1999 CP 00 3010 00 0 (2) All necessary expenses that reduce the Business Income loss that otherwise would have been incurred. c. Resumption Of Operations We will reduce the amount of your: (1) 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. (2) Extra Expense loss to the extent you can return 'operations" to normal and discontinue such Extra Expense. d. If you do not resume 'operations", or do not resume 'operations" as quickly as possible, we will pay based on the length of time it would have taken to resume 'operations" as quickly as possible. 5. Loss Payment We will pay for covered loss within 30 days af- ter we receive the sworn proof of loss, if you have complied with all of the terms of this Cov- erage Part and: a. We have reached agreement with you on the amount of loss; or b. An appraisal award has been made. E. Additional Condition Coinsurance If a Coinsurance percentage is shown in the Dec- larations, the following condition applies in addi- tion to the Common Policy Conditions and the Commercial Property Conditions. We will not pay the full amount of any Business Income loss if the Limit of Insurance for Business Income is less than: a. The Coinsurance percentage shown for Business Income in the Declarations; times b. The sum of: (1) The Net Income (Net Profit or Loss before income taxes), and (2) Operating expenses, including payroll expenses, that would have been earned or incurred (had no loss occurred) by your "operations" at the described premises for the 12 months following the inception, or last pre- vious anniversary date, of this policy (whichever is later). Instead, we will determine the most we will pay us- ing the following steps: 1. Multiply the Net Income and operating expense for the 12 months following the inception, or last previous anniversary date, of this policy by the Coinsurance percentage; 2. Divide the Limit of Insurance for the described premises by the figure determined in Step 1.; and 3. Multiply the total amount of loss by the figure determined in Step 2. We will pay the amount determined in Step 3. or the limit of insurance, whichever is less. For the remainder, you will either have to rely on other in- surance or absorb the loss yourself. In determining operating expenses for the purpose of applying the Coinsurance condition, the follow- ing expenses, if applicable, shall be deducted from the total of all operating expenses: 1. Prepaid freight — outgoing; 2. Returns and allowances; 3. Discounts; 4. Bad debts; 5. Collection expenses; 6. Cost of raw stock and factory supplies con- sumed (including transportation charges); 7. Cost of merchandise sold (including transpor- tation charges); 8. Cost of other supplies consumed (including transportation charges); 9. Cost of services purchased from outsiders (not employees) to resell, that do not continue un- der contract; 10. Power, heat and refrigeration expenses that do not continue under contract (if Form CP 15 11 is attached); 11. All ordinary payroll expenses or the amount of payroll expense excluded (if Form CP 15 10 is attached); and 12. Special deductions for mining properties (royal- ties unless specifically included in coverage; actual depletion commonly known as unit or cost depletion — not percentage depletion; wel- fare and retirement fund charges based on tonnage; hired trucks). CP 00 30 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 5 of 8 0 Also permit us to take samples of dam- aged and undamaged property for in- spection, testing and analysis, and per- mit us to make copies from your books and records. (6) Send us a signed, sworn proof of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. (7) Cooperate with us in the investigation or settlement of the claim. (8) If you intend to continue your business, you must resume all or part of your "op- erations" as quickly as possible. b. We may examine any insured under oath, while not in the presence of any other in- sured and at such times as may be rea- sonably required, about any matter relating to this insurance or the claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. 3. Limitation — Electronic Media And Records We will not pay for any loss of Business In- come caused by direct physical loss of or dam- age 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 re- pair, rebuild or replace, with reasonable speed and similar quality, other property at the described premises due to loss or dam- age caused by the same occurrence. Electronic Media and Records are: (1) Electronic data processing, recording or storage media such as films, tapes, discs, drums or cells; (2) Data stored on such media; or (3) Programming records used for elec- tronic data processing or electronically controlled equipment. This limitation does not apply to Extra Ex- pense. Example No. 1: A Covered Cause of Loss damages a com- puter 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 dam- age occurred. We will only pay for the Busi- ness 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 Au- gust 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. 4. Loss Determination a. The amount of Business Income loss will be determined based on: (1) The Net Income of the business before the direct physical loss or damage oc- curred; (2) The likely Net Income of the business if no physical loss or damage had oc- curred, but not including any Net Income that would likely have been earned as a result of an increase in the volume of business due to favorable business con- ditions caused by the impact of the Cov- ered Cause of Loss on customers or on other businesses; (3) The operating expenses, including pay- roll expenses, necessary to resume "op- erations" with the same quality of service that existed just before the direct physical loss or damage; and (4) Other relevant sources of information, including: (a) Your financial records and account- ing procedures; (b) Bills, invoices and other vouchers; and (c) Deeds, liens or contracts. b. The amount of Extra Expense will be de- termined based on: (1) All expenses that exceed the normal operating expenses that would have been incurred by "operations" during the "period of restoration" if no direct physi- cal loss or damage had occurred. We will deduct from the total of such ex- penses: (a) The salvage value that remains of any property bought for temporary use during the "period of restora- tion", once "operations" are re- sumed; and (b) Any Extra Expense that is paid for by other insurance, except for insurance that is written subject to the same plan, terms, conditions and provi- sions as this insurance; and Page 4 of 8 Copyright, Insurance Services Office, Inc., 1999 CP 00 3010 00 D However, Extended Business Income does not apply to loss of 'Rental Value" incurred as a result of unfavorable busi- ness conditions caused by the impact of the Covered Cause of Loss in the area where the described premises are lo- cated. Loss of 'Rental Value" must be caused by direct physical loss or damage at the described premises caused by or result- ing from any Covered Cause of Loss. 4. Coverage Extension If a Coinsurance percentage of 50% or more is shown in the Declarations, you may extend the insurance provided by this Coverage Part as follows: Newly Acquired Locations a. You may extend your Business Income and Extra Expense Coverages to apply to prop- erty at any location you acquire other than fairs or exhibitions. b. The most we will pay under this Extension, for the sum of Business Income loss and Extra Expense incurred, is $100,000 at each location. c. Insurance under this Extension for each newly acquired location will end when any of the following first occurs: (1) This policy expires; (2) 30 days expire after you acquire or begin to construct the property; or (3) You report values to us. We will charge you additional premium for values reported from the date you acquire the property. This Extension is additional insurance. The Additional Condition, Coinsurance, does not apply to this Extension. B. Exclusions And Limitations See applicable Causes of Loss Form as shown in the Declarations. C. Limits Of Insurance The most we will pay for loss in any one occur- rence is the applicable Limit of Insurance shown in the Declarations. The limit applicable to the Coverage Extension is in addition to the Limit of Insurance. Payments under the following Additional Cover- ages will not increase the applicable Limit of In- surance: 1. Alterations and New Buildings; 2. Civil Authority; 3. Extra Expense; or 4. Extended Business Income. D. Loss Conditions The following conditions apply in addition to the Common Policy Conditions and the Commercial Property Conditions. 1. Appraisal If we and you disagree on the amount of Net Income and operating expense or 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 se- lection be made by a judge of a court having jurisdiction. The appraisers will state sepa- rately the amount of Net Income and operating expense or 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 bind- ing. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Loss a. You must see that the following are done in the event of loss: (1) Notify the police if a law may have been broken. (2) Give us prompt notice of the direct physical loss or damage. Include a de- scription of the property involved. (3) As soon as possible, give us a descrip- tion of how, when, and where the direct physical loss or damage occurred. (4) Take all reasonable steps to protect the Covered Property from further damage, and keep a record of your expenses necessary to protect the Covered Prop- erty, for consideration in the settlement of the claim. This will not increase the Limit of Insurance. However, we will not pay for any subsequent loss or damage resulting from a cause of loss that is not a Covered Cause of Loss. Also, if feasi- ble, set the damaged property aside and in the best possible order for examina- tion. (5) As often as may be reasonably required, permit us to inspect the property proving the loss or damage and examine your books and records. CP 00 30 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 3 of 8 0 (b) Research, replace or restore the lost information on damaged valuable papers and records; to the extent it reduces the amount of loss that otherwise would have been payable under this Coverage Form. b. Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described prem- ises due to direct physical loss of or dam- age to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. The coverage for Business Income will be- gin 72 hours after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. The coverage for Extra Expense will begin immediately after the time of that action and will end: (1) 3 consecutive weeks after the time of that action; or (2) When your Business Income coverage ends; whichever is later. c. Alterations And New Buildings We will pay for the actual loss of Business Income you sustain and necessary Extra Expense you incur due to direct physical loss or damage at the described premises caused by or resulting from any Covered Cause of Loss to: (1) New buildings or structures, whether complete or under construction; (2) Alterations or additions to existing build- ings or structures; and (3) Machinery, equipment, supplies or build- ing materials located on or within 100 feet of the described premises and: (a) Used in the construction, alterations or additions; or (b) Incidental to the occupancy of new buildings. If such direct physical loss or damage de- lays the start of 'operations", the "period of restoration" for Business Income Coverage will begin on the date 'operations" would have begun if the direct physical loss or damage had not occurred. d. Extended Business Income (1) Business Income Other Than 'Rental Value" If the necessary "suspension" of your "operations" produces a Business In- come loss payable under this policy, we will pay for the actual loss of Business Income you incur during the period that: (a) Begins on the date property (except "finished stock") is actually repaired, rebuilt or replaced and 'operations" are resumed; and (b) Ends on the earlier of: (i) The date you could restore your "operations", with reasonable speed, to the level which would generate the business income amount that would have existed if no direct physical loss or damage had occurred; or (ii) 30 consecutive days after the date determined in (1)(a) above. However, Extended Business Income does not apply to loss of Business In- come incurred as a result of unfavorable business conditions caused by the im- pact of the Covered Cause of Loss in the area where the described premises are located. Loss of Business Income must be caused by direct physical loss or dam- age at the described premises caused by or resulting from any Covered Cause of Loss. (2) 'Rental Value" If the necessary "suspension" of your "operations" produces a 'Rental Value" loss payable under this policy, we will pay for the actual loss of 'Rental Value" you incur during the period that: (a) Begins on the date property is actu- ally repaired, rebuilt or replaced and tenantability is restored; and (b) Ends on the earlier of: (I) The date you could restore tenant occupancy, with reasonable speed, to the level which would generate the 'Rental Value" that would have existed if no direct physical loss or damage had oc- curred; or (ii) 30 consecutive days after the date determined in (2)(a) above. Page 2 of 8 Copyright, Insurance Services Office, Inc., 1999 CP 00 3010 00 0 COMMERCIAL PROPERTY CP 00 30 10 00 BUSINESS INCOME (AND EXTRA EXPENSE) 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 G. — Defini- tions. A. Coverage Coverage is provided as described below for one or more of the following options for which a Limit of Insurance is shown in the Declarations: (i) Business Income including "Rental Value". (ii) Business Income other than "Rental Value". (iii) "Rental Value". If option (i) above is selected, the term Business Income will include "Rental Value". If option (iii) above is selected, the term Business Income will mean "Rental Value" only. If Limits of Insurance are shown under more than one of the above options, the provisions of this Coverage Part apply separately to each. We will pay for the actual loss of Business Income you sustain due to the necessary "suspension" of your "operations" during the "period of restora- tion". The "suspension" must be caused by direct physical loss of or damage to property at premises which are described in the Declarations and for which a Business Income Limit of Insurance is shown in the Declarations. The loss or damage must be caused by or result from a Covered Cause of Loss. With respect to loss of or damage to personal property in the open or personal prop- erty in a vehicle, the described premises include the area within 100 feet of the site at which the described premises are located. With respect to the requirements set forth in the preceding paragraph, if you occupy only part of the site at which the described premises are lo- cated, your premises means: (i) The portion of the building which you rent, lease or occupy; and (ii) Any area within the building or on the site at which the described premises are located, if that area services, or is used to gain ac- cess to, the described premises. 1. Business Income Business Income means the: a. Net Income (Net Profit or Loss before in- come taxes) that would have been earned or incurred; and b. Continuing normal operating expenses incurred, including payroll. For manufacturing risks, Net Income includes the net sales value of production. 2. Covered Causes Of Loss See applicable Causes of Loss Form as shown in the Declarations. 3. Additional Coverages a. Extra Expense Extra Expense means necessary expenses 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 caused by or resulting from a Covered Cause of Loss. (1) We will pay any Extra Expense to avoid or minimize the "suspension" of busi- ness and to continue "operations": (a) At the described premises; or (b) At replacement premises or at tem- porary locations, including: (i) Relocation expenses; and (ii) Costs to equip and operate the replacement or temporary loca- tions. (2) We will pay any Extra Expense to mini- mize the "suspension" of business if you cannot continue "operations". (3) We will pay any Extra Expense to: (a) Repair or replace any property; or CP 00 3010 00 Copyright, Insurance Services Office, Inc., 1999 Page 1 of 8 0 (2) Unless the repairs or replacement are made as soon as reasonably possible after the loss or damage. With respect to tenants' improvements and betterments, the following also apply: (3) If the conditions in d.(1) and d.(2) above are not met, the value of tenants' im- provements and betterments will be de- termined as a proportion of your original cost, as set forth in the Valuation Condi- tion of this Coverage Form; and (4) We will not pay for loss or damage to tenants' improvements and betterments if others pay for repairs or replacement. e. We will not pay more for loss or damage on a replacement cost basis than the least of (1), (2) or (3), subject to f. below: (1) The Limit of Insurance applicable to the lost or damaged property; (2) The cost to replace the lost or damaged property with other property: (a) Of comparable material and quality; and (b) Used for the same purpose; or (3) The amount actually spent that is nec- essary to repair or replace the lost or damaged property. If a building is rebuilt at a new premises, the cost described in e.(2) above is limited to the cost which would have been incurred if the building had been rebuilt at the origi- nal premises. f. The cost of repair or replacement does not include the increased cost attributable to enforcement of any ordinance or law regu- lating the construction, use or repair of any property. 4. Extension Of Replacement Cost To Personal Property Of Others a. If the Replacement Cost Optional Coverage is shown as applicable in the Declarations, then this Extension may also be shown as applicable. If the Declarations show this Ex- tension as applicable, then Paragraph 3.b.(1) of the Replacement Cost Optional Coverage is deleted and all other provisions of the Replacement Cost Optional Cover- age apply to replacement cost on personal property of others. b. With respect to replacement cost on the personal property of others, the following limitation applies: If an item(s) of personal property of others is subject to a written contract which gov- erns your liability for loss or damage to that item(s), then valuation of that item(s) will be based on the amount for which you are li- able under such contract, but not to exceed the lesser of the replacement cost of the property or the applicable Limit of Insur- ance. H. Definitions 1. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materi- als to be recycled, reconditioned or reclaimed. 2. "Stock" means merchandise held in storage or for sale, raw materials and in -process or fin- ished goods, including supplies used in their packing or shipping. CP 00 1010 00 Copyright, Insurance Services Office, Inc., 1999 Page 13 of 13 ❑ G. Optional Coverages If shown as applicable in the Declarations, the fol- lowing Optional Coverages apply separately to each item. 1. Agreed Value a. The Additional Condition, Coinsurance, does not apply to Covered Property to which this Optional Coverage applies. We will pay no more for loss of or damage to that property than the proportion that the Limit of Insurance under this Coverage Part for the property bears to the Agreed Value shown for it in the Declarations. b. If the expiration date for this Optional Cov- erage shown in the Declarations is not ex- tended, the Additional Condition, Coinsur- ance, is reinstated and this Optional Cover- age expires. c. The terms of this Optional Coverage apply only to loss or damage that occurs: (1) On or after the effective date of this Optional Coverage; and (2) Before the Agreed Value expiration date shown in the Declarations or the policy expiration date, whichever occurs first. 2. Inflation Guard a. The Limit of Insurance for property to which this Optional Coverage applied will auto- matically increase by the annual percent- age shown in the Declarations. b. The amount of increase will be: (1) The Limit of Insurance that applied on the most recent of the policy inception date, the policy anniversary date, or any other policy change amending the Limit of Insurance, 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 policy change amending the Limit of Insurance, divided by 365. Example: If: The applicable Limit of Insurance is $ 100,000 The annual percentage increase is 8% The number of days since the beginning of the policy year (or last policy change) is 146 The amount of increase is $100,000 x .08 x 146 365 = $ 3,200 3. Replacement Cost a. Replacement Cost (without deduction for depreciation) replaces Actual Cash Value in the Loss Condition, Valuation, of this Cov- erage Form. b. This Optional Coverage does not apply to: (1) Personal property of others; (2) Contents of a residence; (3) Manuscripts; (4) Works of art, antiques or rare articles, including etchings, pictures, statuary, marbles, bronzes, porcelains and bric-a- brac; or (5) "Stock", unless the Including "Stock" option is shown in the Declarations. Under the terms of this Replacement Cost Optional Coverage, tenants' improvements and betterments are not considered to be the personal property of others. c. You may make a claim for loss or damage covered by this insurance on an actual cash value basis instead of on a replace- ment 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 for the additional coverage this Op- tional Coverage provides if you notify us of your intent to do so within 180 days after the loss or damage. d. We will not pay on a replacement cost basis for any loss or damage: (1) Until the lost or damaged property is actually repaired or replaced; and Page 12 of 13 Copyright, Insurance Services Office, Inc., 1999 CP 00 1010 00 13 Example No. 2 (Adequate Insurance): c. The mortgageholder has the right to receive When: The value of the prop- loss payment even if the mortgageholder erty is $ 250,000 has started foreclosure or similar action on The Coinsurance per- the building or structure. centage for it is 80% d. If we deny your claim because of your acts The Limit of Insurance or because you have failed to comply with for it is $ 200,000 the terms of this Coverage Part, the mort- The Deductible is $ 250 gageholder will still have the right to receive The amount of loss is $ 40,000 loss payment if the mortgageholder: (1) Pays any premium due under this Cov- The minimum amount of insurance to meet erage Part at our request if you have failed to do so; your Coinsurance requirement is $200,000 ($250,000 x 80%). Therefore, the Limit of (2) Submits a signed, sworn proof of loss Insurance in this Example is adequate and within 60 days after receiving notice no penalty applies. We will pay no more from us of your failure to do so; and than $39,750 ($40,000 amount of loss mi- (3) Has notified us of any change in owner - nus the deductible of $250). ship, occupancy or substantial change b. If one Limit of Insurance applies to two or in risk known to the mortgageholder. more separate items, this condition will ap- All of the terms of this Coverage Part will ply to the total of all property to which the then apply directly to the mortgageholder. limit applies. e. If we pay the mortgageholder for any loss Example No. 3: or damage and deny payment to you be- cause of your acts or because you have When: The value of property is: failed to comply with the terms of this Cov- Bldg. at Location No. 1 $ 75,000 erage Part: Bldg. at Location No. 2 $ 100,000 (1) The mortgageholder's rights under the Personal Property at mortgage will be transferred to us to the Location No. 2 $ 75,000 extent of the amount we pay; and $ 250,000 (2) The mortgageholder's right to recover The Coinsurance per- the full amount of the mortgageholder's centage for it is 90% claim will not be impaired. The Limit of Insurance for Buildings and Per- At our option, we may pay to the mortgage- sonal Property at Loca- holder the whole principal on the mortgage tion Nos. 1 and 2 is $ 180,000 plus any accrued interest. In this event, The Deductible is $ 1,000 your mortgage and note will be transferred The amount of loss is: to us and you will pay your remaining mort- Bldg. at Location No. 2 $ 30,000 gage debt to us. Personal Property at f. If we cancel this policy, we will give written Location No. 2. $ 20,000 notice to the mortgageholder at least: $ 50,000 (1) 10 days before the effective date of Step (1): $250,000 x 90% _ $225,000 cancellation if we cancel for your non - (the minimum amount of insurance to payment of premium; or meet your Coinsurance requirements (2) 30 days before the effective date of and to avoid the penalty shown below) cancellation if we cancel for any other Step (2): $180,000 _ $225,000 = .80 reason. Step (3): $50,000 x.80 = $40,000 g. If we elect not to renew this policy, we will Step (4): $40,000 — $1,000 = $39,000 give written notice to the mortgageholder at We will pay no more than $39,000. The remaining least 10 days before the expiration date of $11,000 is not covered. this policy. 2. Mortgageholders a. The term mortgageholder includes trustee. b. We will pay for covered loss of or damage to buildings or structures to each mort- gageholder shown in the Declarations in their order of precedence, as interests may appear. CP 00 10 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 11 of 13 ❑ 7. Valuation We will determine the value of Covered Prop- erty in the event of loss or damage as follows: a. At actual cash value as of the time of loss or damage, except as provided in b., c., d., e. and f. below. b. If the Limit of Insurance for Building satis- fies the Additional Condition, Coinsurance, and the cost to repair or replace the dam- aged building property is $2,500 or less, we will pay the cost of building repairs or re- placement. The cost of building repairs or replacement does not include the increased cost attrib- utable to enforcement of any ordinance or law regulating the construction, use or re- pair of any property. However, the following property will be valued at the actual cash value even when attached to the building: (1) Awnings or floor coverings; (2) Appliances for refrigerating, ventilating, cooking, dishwashing or laundering; or (3) Outdoor equipment or furniture. c. "Stock" you have sold but not delivered at the selling price less discounts and ex- penses you otherwise would have had. d. Glass at the cost of replacement with safety glazing material if required by law. e. Tenant's Improvements and Betterments at: (1) Actual cash value of the lost or dam- aged property if you make repairs promptly. (2) A proportion of your original cost if you do not make repairs promptly. We will determine the proportionate value as fol- lows: (a) Multiply the original cost by the num- ber of days from the loss or damage to the expiration of the lease; and (b) Divide the amount determined in (a) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option pe- riod will replace the expiration of the lease in this procedure. (3) Nothing if others pay for repairs or re- placement. f. Valuable Papers and Records, including those which exist on electronic or magnetic media (other than prepackaged software programs), at the cost of: (1) Blank materials for reproducing the records; and (2) Labor to transcribe or copy the records when there is a duplicate. F. Additional Conditions The following conditions apply in addition to the Common Policy Conditions and the Commercial Property Conditions. 1. Coinsurance If a Coinsurance percentage is shown in the Declarations, the following condition applies. a. We will not pay the full amount of any loss if the value of Covered Property at the time of loss times the Coinsurance percentage shown for it in the Declarations is greater than the Limit of Insurance for the property. Instead, we will determine the most we will pay using the following steps: (1) Multiply the value of Covered Property at the time of loss by the Coinsurance percentage; (2) Divide the Limit of Insurance of the property by the figure determined in Step (1); (3) Multiply the total amount of loss, before the application of any deductible, by the figure determined in Step (2); and (4) Subtract the deductible from the figure determined in Step (3). We will pay the amount determined in Step (4) or the limit of insurance, whichever is less. For the remainder, you will either have to rely on other insurance or absorb the loss yourself. Example No. 1 (Underinsurance): When: The value of the prop- erty is $ 250,000 The Coinsurance per- centage for it is 80% The Limit of Insurance for it is $ 100,000 The Deductible is $ 250 The amount of loss is $ 40,000 Step (1): $250,000 x 80% _ $200,000 (the minimum amount of insurance to meet your Coinsurance requirements) Step (2): $100,000 - $200,000 = .50 Step (3): $40,000 x.50 = $20,000 Step (4): $20,000 — $250 = $19,750 We will pay no more than $19,750. The remaining $20,250 is not covered. Page 10 of 13 Copyright, Insurance Services Office, Inc., 1999 CP 00 10 10 00 0 We will determine the value of lost or dam- aged property, or the cost of its repair or replacement, in accordance with the applicable terms of the Valuation Condition in this Coverage Form or any applicable provision which amends or supersedes the Valuation Condition. b. The cost to repair, rebuild or replace does not include the increased cost attributable to enforcement of any ordinance or law regulating the construction, use or repair of any property. c. We will give notice of our intentions within 30 days after we receive the sworn proof of loss. d. We will not pay you more than your finan- cial interest in the Covered Property. e. We may adjust losses with the owners of lost or damaged property if other than you. If we pay the owners, such payments will satisfy your claims against us for the own- ers' property. We will not pay the owners more than their financial interest in the Cov- ered Property. f. We may elect to defend you against suits arising from claims of owners of property. We will do this at our expense. g. We will pay for covered loss or damage within 30 days after we receive the sworn proof of loss, if you have complied with all of the terms of this Coverage Part and: (1) We have reached agreement with you on the amount of loss; or (2) An appraisal award has been made. 5. Recovered Property If either you or we recover any property after loss settlement, that party must give the other prompt notice. At your option, the property will be returned to you. You must then 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. 6. Vacancy a. Description Of Terms (1) As used in this Vacancy Condition, the term building and the term vacant have the meanings set forth in (1)(a) and (1)(b) below: (a) When this policy is issued to a ten- ant, and with respect to that tenant's interest in Covered Property, building means the unit or suite rented or leased to the tenant. Such building is vacant when it does not contain enough business personal property to conduct customary operations. (b) When this policy is issued to the owner or general lessee of a build- ing, building means the entire build- ing. Such building is vacant unless at least 31% of its total square footage is: (i) Rented to a lessee or sub -lessee and used by the lessee or sub- lessee to conduct its customary operations; and/or (ii) Used by the building owner to conduct customary operations. (2) Buildings under construction or renova- tion are not considered vacant. b. Vacancy Provisions If the building where loss or damage occurs has been vacant for more than 60 consecu- tive days before that loss or damage oc- curs: (1) We will not pay for any loss or damage caused by any of the following even if they are Covered Causes of Loss: (a) Vandalism; (b) Sprinkler leakage, unless you have protected the system against freez- ing; (c) Building glass breakage; (d) Water damage; (e) Theft; or (f) Attempted theft. (2) With respect to Covered Causes of Loss other than those listed in b.(1)(a) through b.(1)(f) above, we will reduce the amount we would otherwise pay for the loss or damage by 15%. CP 00 10 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 9 of 13 0 Example No. 2: (This example, too, assumes there is no coinsurance penalty.) The Deductible and Limits of Insurance are the same as those in Example No. 1. Loss to Bldg. 1: $ 70,000 (exceeds Limit of Insurance plus Deductible) Loss to Bldg. 2: $ 90,000 (exceeds Limit of Insurance plus Deductible) Loss Payable — Bldg. 1: $60,000 (Limit of Insurance) Loss Payable — Bldg. 2: $80,000 (Limit of Insurance) Total amount of loss payable: $140,000 E. Loss Conditions The following conditions apply in addition to the Common Policy Conditions and the Commercial Property Conditions. 1. Abandonment There can be no abandonment of any property to us. 2. Appraisal If we and you disagree on the value of the property or 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 value of the property and amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 3. Duties In The Event Of Loss Or Damage a. You must see that the following are done in the event of loss or damage to Covered Property: (1) Notify the police if a law may have been broken. (2) Give us prompt notice of the loss or damage. Include a description of the property involved. (3) As soon as possible, give us a descrip- tion of how, when and where the loss or damage occurred. (4) Take all reasonable steps to protect the Covered Property from further damage, and keep a record of your expenses necessary to protect the Covered Prop- erty, for consideration in the settlement of the claim. This will not increase the Limit of Insurance. However, we will not pay for any subsequent loss or damage resulting from a cause of loss that is not a Covered Cause of Loss. Also, if feasi- ble, set the damaged property aside and in the best possible order for examina- tion. (5) At our request, give us complete inven- tories of the damaged and undamaged property. Include quantities, costs, val- ues and amount of loss claimed. (6) As often as may be reasonably required, permit us to inspect the property proving the loss or damage and examine your books and records. Also permit us to take samples of dam- aged and undamaged property for in- spection, testing and analysis, and per- mit us to make copies from your books and records. (7) Send us a signed, sworn proof of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. (8) Cooperate with us in the investigation or settlement of the claim. We may examine any insured under oath, while not in the presence of any other in- sured and at such times as may be rea- sonably required, about any matter relating to this insurance or the claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. 4. Loss Payment a. In the event of loss or damage covered by this Coverage Form, at our option, we will either: (1) Pay the value of lost or damaged prop- erty; (2) Pay the cost of repairing or replacing the lost or damaged property, subject to b. below; (3) Take all or any part of the property at an agreed or appraised value; or (4) Repair, rebuild or replace the property with other property of like kind and qual- ity, subject to b. below. Page 8 of 13 Copyright, Insurance Services Office, Inc., 1999 CP 00 10 10 00 ❑ The most we will pay for loss or damage under this Extension is $1,000, but not more than $250 for any one tree, shrub or plant. These limits apply to any one occur- rence, regardless of the types or number of items lost or damaged in that occurrence. f. Non -Owned Detached Trailers (1) You may extend the insurance that applies to Your Business Personal Property to apply to loss or damage to trailers that you do not own, provided that: (a) The trailer is used in your business; (b) The trailer is in your care, custody or control at the premises described in the Declarations; and (c) You have a contractual responsibility to pay for loss or damage to the trailer. (2) We will not pay for any loss or damage that occurs: (a) While the trailer is attached to any motor vehicle or motorized convey- ance, whether or not the motor vehi- cle or motorized conveyance is in motion; (b) During hitching or unhitching opera- tions, or when a trailer becomes ac- cidentally unhitched from a motor vehicle or motorized conveyance. (3) The most we will pay for loss or damage under this Extension is $5,000, unless a higher limit is shown in the Declarations. (4) This insurance is excess over the amount due (whether you can collect on it or not) from any other insurance cov- ering such property. Each of these Extensions is additional insurance. The Additional Condition, Coinsurance, does not apply to these Extensions. B. Exclusions And Limitations See applicable Causes of Loss Form as shown in the Declarations. C. Limits Of Insurance The most we will pay for loss or damage in any one occurrence is the applicable Limit of Insur- ance shown in the Declarations. The most we will pay for loss or damage to out- door signs attached to buildings is $1,000 per sign in any one occurrence. The limits applicable to the Coverage Extensions and the Fire Department Service Charge and Pol- lutant Clean Up and Removal Additional Cover- ages are in addition to the Limits of Insurance. Payments under the Preservation of Property Ad- ditional Coverage will not increase the applicable Limit of Insurance. D. Deductible In any one occurrence of loss or damage (herein- after referred to as loss), we will first reduce the amount of loss if required by the Coinsurance Condition or the Agreed Value Optional Coverage. If the adjusted amount of loss is less than or equal to the Deductible, we will not pay for that loss. If the adjusted amount of loss exceeds the Deducti- ble, we will then subtract the Deductible from the adjusted amount of loss, and will pay the resulting amount or the Limit of Insurance, whichever is less. When the occurrence involves loss to more than one item of Covered Property and separate Limits of Insurance apply, the losses will not be com- bined in determining application of the Deductible. But the Deductible will be applied only once per occurrence. Example No. 1: (This example assumes there is no coinsurance pen- alty.) Deductible: $ 250 Limit of Insurance — Bldg. 1: $ 60,000 Limit of Insurance — Bldg. 2: $ 80,000 Loss to Bldg. 1: $ 60,100 Loss to Bldg. 2: $ 90,000 The amount of loss to Bldg. 1 ($60,100) is less than the sum ($60,250) of the Limit of Insurance applicable to Bldg. 1 plus the Deductible. The Deductible will be subtracted from the amount of loss in calculating the loss payable for Bldg. 1: $ 60,100 — 250 $ 59,850 Loss Payable — Bldg. 1 The Deductible applies once per occurrence and therefore is not subtracted in determining the amount of loss payable for Bldg. 2. Loss payable for Bldg. 2 is the Limit of Insurance of $80,000. Total amount of loss payable: $59,850 + 80,000 = $139,850 CP 00 10 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 7 of 13 11 (ii) Business personal property, including such property that you newly acquire, located at your newly constructed or acquired buildings at the location de- scribed in the Declarations; or (iii) Business personal property that you newly acquire, located at the described premises. The most we will pay for loss or damage under this Extension is $100,000 at each building. (b) This Extension does not apply to: (i) Personal property of others that is temporarily in your possession in the course of installing or per- forming work on such property; or (ii) Personal property of others that is temporarily in your possession in the course of your manufactur- ing or wholesaling activities. (3) Period Of Coverage With respect to insurance on or at each newly acquired or constructed property, coverage will end when any of the fol- lowing first occurs: (a) This policy expires; c. Valuable Papers And Records — Cost Of Research You may extend the insurance that applies to Your Business Personal Property to ap- ply to your costs to research, replace or re- store the lost information on lost or dam- aged valuable papers and records, includ- ing those which exist on electronic or mag- netic media, for which duplicates do not ex- ist. The most we will pay under this Exten- sion is $2,500 at each described premises, unless a higher limit is shown in the Decla- rations. d. Property Off -Premises (1) You may extend the insurance provided by this Coverage Form to apply to your Covered Property while it is away from the described premises, if it is: (a) Temporarily at a location you do not own, lease or operate; (b) In storage at a location you lease, provided the lease was executed af- ter the beginning of the current policy term; or (c) At any fair, trade show or exhibition. (2) This Extension does not apply to prop- erty: (b) 30 days expire after you acquire the (a) In or on a vehicle; or property or begin construction of that (b) In the care, custody or control of part of the building that would qualify your salespersons, unless the prop - as covered property; or erty is in such care, custody or con - (c) You report values to us. trol at a fair, trade show or exhibition. We will charge you additional premium (3) The most we will pay for loss or damage for values reported from the date you under this Extension is $10,000. acquire the property or begin construc- e. Outdoor Property tion of that part of the building that would You may extend the insurance provided by qualify as covered property. this Coverage Form to apply to your out - b. Personal Effects And Property Of Others door fences, radio and television antennas You may extend the insurance that applies (including satellite dishes), signs (other to Your Business Personal Property to ap- than signs attached to buildings), trees, ply to: shrubs and plants (other than "stock" of trees, shrubs or plants), including debris 1 Personal effects owned b you, our () Y Y Y removal expense, caused by or resulting officers, your partners or members, your from any of the following causes of loss if managers or your employees. This ex- they are Covered Causes of Loss: tension does not apply to loss or dam- (1) Fire; age by theft. (2) Personal property of others in your care, (2) Lightning; custody or control. (3) Explosion; The most we will pay for loss or damage (4) Riot or Civil Commotion; or under this Extension is $2,500 at each de- (5) Aircraft. scribed premises. Our payment for loss of or damage to personal property of others will only be for the account of the owner of the property. Page 6 of 13 Copyright, Insurance Services Office, Inc., 1999 CP 00 10 10 00 13 (6) The most we will pay under this Addi- tional Coverage, for each described building insured under this Coverage Form, is $10,000 or 5% of the Limit of Insurance applicable to that building, whichever is less. If a damaged building is covered under a blanket Limit of In- surance which applies to more than one building or item of property, then the most we will pay under this Additional Coverage, for that damaged building, is the lesser of: $10,000 or 5% times the value of the damaged building as of the time of loss times the applicable coin- surance percentage. The amount payable under this Addi- tional Coverage is additional insurance. (7) With respect to this Additional Cover- age: (a) We will not pay for the Increased Cost of Construction: (i) Until the property is actually re- paired or replaced, at the same or another premises; and (ii) Unless the repairs or replace- ment are made as soon as rea- sonably possible after the loss or damage, not to exceed two years. We may extend this period in writing during the two years. (b) If the building is repaired or replaced at the same premises, or if you elect to rebuild at another premises, the most we will pay for the Increased Cost of Construction, subject to the provisions of e.(6) of this Additional Coverage, is the increased cost of construction at the same premises. (c) If the ordinance or law requires relo- cation to another premises, the most we will pay for the Increased Cost of Construction, subject to the provi- sions of e.(6) of this Additional Cov- erage, is the increased cost of con- struction at the new premises. (8) This Additional Coverage is not subject to the terms of the Ordinance or Law Exclusion, to the extent that such Exclu- sion would conflict with the provisions of this Additional Coverage. (9) The costs addressed in the Loss Pay- ment and Valuation Conditions, and the Replacement Cost Optional Coverage, in this Coverage Form, do not include the increased cost attributable to en- forcement of an ordinance or law. The amount payable under this Additional Coverage, as stated in e.(6) of this Addi- tional Coverage, is not subject to such limitation. 5. Coverage Extensions Except as otherwise provided, the following Ex- tensions apply to property located in or on the building described in the Declarations or in the open (or in a vehicle) within 100 feet of the de- scribed premises. If a Coinsurance percentage of 80% or more or, a Value Reporting period symbol, is shown in the Declarations, you may extend the insur- ance provided by this Coverage Part as fol- lows: a. Newly Acquired Or Constructed Property (1) Buildings If this policy covers Building, you may extend that insurance to apply to: (a) Your new buildings while being built on the described premises; and (b) Buildings you acquire at locations, other than the described premises, intended for: (i) Similar use as the building de- scribed in the Declarations; or (ii) Use as a warehouse. The most we will pay for loss or damage under this Extension is $250,000 at each building. (2) Your Business Personal Property (a) If this policy covers Your Business Personal Property, you may extend that insurance to apply to: (i) Business personal property, including such property that you newly acquire, at any location you acquire other than at fairs, trade shows or exhibitions; CP 00 10 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 5 of 13 13 The additional amount payable for de- bris removal expense is provided in ac- cordance with the terms of Paragraph (4), because the debris removal ex- pense ($30,000) exceeds 25% of the loss payable plus the deductible ($30,000 is 37.5% of $80,000), and be- cause the sum of the loss payable and debris removal expense ($79,500 + $30,000 = $109,500) would exceed the Limit of Insurance ($90,000). The addi- tional amount of covered debris removal expense is $10,000, the maximum pay- able under Paragraph (4). Thus the total payable for debris removal expense in this example is $20,500; $9,500 of the debris removal expense is not covered. b. Preservation Of Property If it is necessary to move Covered Property from the described premises to preserve it from loss or damage by a Covered Cause of Loss, we will pay for any direct physical loss or damage to that property: (1) While it is being moved or while tempo- rarily stored at another location; and (2) Only if the loss or damage occurs within 30 days after the property is first moved. c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Cov- ered Cause of Loss, we will pay up to $1,000 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. No Deductible applies to this Additional Coverage. d. Pollutant Clean Up And Removal We will pay your expense to extract "pollut- ants" from land or water at the described premises if the discharge, dispersal, seep- age, migration, release or escape of the "pollutants" is caused by or results from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the date on which the Covered Cause of Loss occurs. This Additional Coverage does not apply to costs to test for, monitor or assess the exis- tence, concentration or effects of "pollut- ants". But we will pay for testing which is performed in the course of extracting the "pollutants" from the land or water. The most we will pay under this Additional Coverage for each described premises is $10,000 for the sum of all covered ex- penses arising out of Covered Causes of Loss occurring during each separate 12 month period of this policy. e. Increased Cost Of Construction (1) This Additional Coverage applies only to buildings to which the Replacement Cost Optional Coverage applies. (2) In the event of damage by a Covered Cause of Loss to a building that is Cov- ered Property, we will pay the increased costs incurred to comply with enforce- ment of an ordinance or law in the course of repair, rebuilding or replace- ment of damaged parts of that property, subject to the limitations stated in e.(3) through e.(9) of this Additional Cover- age. (3) The ordinance or law referred to in e.(2) of this Additional Coverage is an ordi- nance or law that regulates the con- struction or repair of buildings or estab- lishes zoning or land use requirements at the described premises, and is in force at the time of loss. (4) Under this Additional Coverage, we will not pay any costs due to an ordinance or law that: (a) You were required to comply with before the loss, even when the build- ing was undamaged; and (b) You failed to comply with. (5) Under this Additional Coverage, we will not pay any costs associated with the enforcement of an ordinance or law which requires any insured or others to test for, monitor, clean up, remove, con- tain, treat, detoxify or neutralize, or in any way respond to, or assess the ef- fects of "pollutants". Page 4 of 13 Copyright, Insurance Services Office, Inc., 1999 CP 00 10 10 00 0 (2) Debris Removal does not apply to costs to: (a) Extract "pollutants" from land or water; or (b) Remove, restore or replace polluted land or water. (3) Subject to the exceptions in Paragraph (4), the following provisions apply: (a) The most we will pay for the total of direct physical loss or damage plus debris removal expense is the Limit of Insurance applicable to the Cov- ered Property that has sustained loss or damage. (b) Subject to (a) above, the amount we will pay for debris removal expense is limited to 25% of the sum of the deductible plus the amount that we pay for direct physical loss or dam- age to the Covered Property that has sustained loss or damage. (4) We will pay up to an additional $10,000 for debris removal expense, for each lo- cation, in any one occurrence of physi- cal loss or damage to Covered Property, if one or both of the following circum- stances apply: (a) The total of the actual debris removal expense plus the amount we pay for direct physical loss or damage ex- ceeds the Limit of Insurance on the Covered Property that has sustained loss or damage. (b) The actual debris removal expense exceeds 25% of the sum of the de- ductible plus the amount that we pay for direct physical loss or damage to the Covered Property that has sus- tained loss or damage. Therefore, if (4)(a) and/or (4)(b) apply, our total payment for direct physical loss or damage and debris removal expense may reach but will never exceed the Limit of Insurance on the Covered Prop- erty that has sustained loss or damage, plus $10,000. (5) Examples The following examples assume that there is no coinsurance penalty. Example #1 Limit of Insurance $ 90,000 Amount of Deductible $ 500 Amount of Loss $ 50,000 Amount of Loss Payable $ 49,500 ($50,000 - $500) Debris Removal Expense $ 10,000 Debris Removal Expense Payable $ 10,000 ($10,000 is 20% of $50,000) The debris removal expense is less than 25% of the sum of the loss payable plus the deductible. The sum of the loss pay- able and the debris removal expense ($49,500 + $10,000 = $59,500) is less than the Limit of Insurance. Therefore the full amount of debris removal ex- pense is payable in accordance with the terms of Paragraph (3). Example #2 Limit of Insurance Amount of Deductible 90,000 500 Amount of Loss $ 80,000 Amount of Loss Payable $ 79,500 ($80,000 - $500) Debris Removal Expense $ 30,000 Debris Removal Expense Payable Basic Amount $ 10,500 Additional Amount $ 10,000 The basic amount payable for debris removal expense under the terms of Paragraph (3) is calculated as follows: $80,000 ($79,500 + $500) x .25 = $20,000; capped at $10,500. The cap applies because the sum of the loss payable ($79,500) and the basic amount payable for debris removal expense ($10,500) cannot exceed the Limit of In- surance ($90,000). CP 00 1010 00 Copyright, Insurance Services Office, Inc., 1999 Page 3 of 13 13 c. Personal Property Of Others that is: (1) In your care, custody or control; and (2) Located in or on the building described in the Declarations or in the open (or in a vehicle) within 100 feet of the de- scribed premises. However, our payment for loss of or dam- age to personal property of others will only be for the account of the owner of the prop- erty. 2. Property Not Covered Covered Property does not include: a. Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals, unless owned by others and boarded by you, or if owned by you, only as "stock" while inside of buildings; c. Automobiles held for sale; d. Bridges, roadways, walks, patios or other paved surfaces; e. Contraband, or property in the course of illegal transportation or trade; f. The cost of excavations, grading, backfilling or filling; g. Foundations of buildings, structures, ma- chinery or boilers if their foundations are below: (1) The lowest basement floor; or (2) The surface of the ground, if there is no basement; h. Land (including land on which the property is located), water, growing crops or lawns; n. The cost to research, replace or restore the information on valuable papers and re- cords, including those which exist on elec- tronic or magnetic media, except as pro- vided in the Coverage Extensions; o. Vehicles or self-propelled machines (includ- ing aircraft or watercraft) that: (1) Are licensed for use on public roads; or (2) Are operated principally away from the described premises. This paragraph does not apply to: (a) Vehicles or self-propelled machines or autos you manufacture, process or warehouse; (b) Vehicles or self-propelled machines, other than autos, you hold for sale; (c) Rowboats or canoes out of water at the described premises; or (d) Trailers, but only to the extent provided for in the Coverage Extension for Non - Owned Detached Trailers. p. The following property while outside of buildings: (1) Grain, hay, straw or other crops; (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, signs (other than signs attached to buildings), trees, shrubs or plants (other than "stock" of trees, shrubs or plants), all except as provided in the Coverage Ex- tensions. 3. Covered Causes Of Loss See applicable Causes of Loss Form as shown in the Declarations. I. Personal property while airborne or water- 4. Additional Coverages borne; a. Debris Removal j. Bulkheads, pilings, piers, wharves or docks; k. Property that is covered under another (1) Subject to Paragraphs (3) and (4), we P Y will pay your expense to remove debris coverage form of this or any other policy in of Covered Property caused by or which it is more specifically described, ex- resulting from a Covered Cause of Loss cept for the excess of the amount due that occurs during the policy period. The (whether you can collect on it or not) from expenses will be paid only if they are that other insurance; reported to us in writing within 180 days I. Retaining walls that are not part of a build- of the date of direct physical loss or ing; damage. m. Underground pipes, flues or drains; Page 2 of 13 Copyright, Insurance Services Office, Inc., 1999 CP 00 1010 00 0 COMMERCIAL PROPERTY CP 00 10 10 00 BUILDING AND PERSONAL 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 'bur" refer to the Company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section H. — Defini- tions. A. Coverage We will pay for direct physical loss of or damage to Covered Property at the premises described in the Declarations caused by or resulting from any Covered Cause of Loss. 1. Covered Property Covered Property, as used in this Coverage Part, means the type of property described in this Section, A.1., and limited in A.2., Property Not Covered, if a Limit of Insurance is shown in the Declarations for that type of property. a. Building, meaning the building or structure described in the Declarations, including: (1) Completed additions; (2) Fixtures, including outdoor fixtures; (3) Permanently installed: (a) Machinery and (b) Equipment; (4) Personal property owned by you that is used to maintain or service the building or structure or its premises, including: (a) Fire extinguishing equipment; (b) Outdoor furniture; (c) Floor coverings; and (d) Appliances used for refrigerating, ventilating, cooking, dishwashing or laundering; (5) If not covered by other insurance: (a) Additions under construction, altera- tions and repairs to the building or structure; (b) Materials, equipment, supplies and temporary structures, on or within 100 feet of the described premises, used for making additions, altera- tions or repairs to the building or structure. Your Business Personal Property located in or on the building described in the Decla- rations or in the open (or in a vehicle) within 100 feet of the described premises, consist- ing of the following unless otherwise speci- fied in the Declarations or on the Your Busi- ness Personal Property — Separation of Coverage form: (1) Furniture and fixtures; (2) Machinery and equipment; (3) "Stock"; (4) All other personal property owned by you and used in your business; (5) Labor, materials or services furnished or arranged by you on personal property of others; (6) Your use interest as tenant in improve- ments and betterments. Improvements and betterments are fixtures, alterations, installations or additions: (a) Made a part of the building or struc- ture you occupy but do not own; and (b) You acquired or made at your ex- pense but cannot legally remove; (7) Leased personal property for which you have a contractual responsibility to in- sure, unless otherwise provided for un- der Personal Property of Others. CP 00 10 10 00 Copyright, Insurance Services Office, Inc., 1999 Page 1 of 13 13 PI-TER-DN1 (01/12) I decline to purchase terrorism coverage. I understand that I will have no coverage for losses arising from `certified' acts of terrorism, EXCEPT as noted above. You, as the Insured, have 30 days after receipt of this notice to consider the selection/rejection of "terrorism" coverage. After this 30 day period, any request for selection or rejection of terrorism coverage WILL NOT be honored. REQUIRED IN GA — LIMITATION ON PAYMENT OF TERRORISM LOSSES (applies to policies which cover terrorism losses insured under the federal program, including those which only cover fire losses) The provisions of the Terrorism Risk Insurance Act, as amended, can limit our maximum liability for payment of losses from certified acts of terrorism. That determination will be based on a formula set forth in the law involving the national total of federally insured terrorism losses in an annual period and individual insurer participation in payment of such losses. If one or more certified acts of terrorism in an annual period causes the maximum liability for payment of losses from certified acts of terrorism to be reached, and we have satisfied our required level of payments under the law, then we will not pay for the portion of such losses above that maximum. However, that is subject to possible change at that time, as Congress may, under the Act, determine that payments above the cap will be made. INSURED'S SIGNATUR DATE Page 2 of 2 PI-TER-DN1 (01/12) Policy Number: PHPK1262162 Named Insured: North & East Lubbock Community PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Gr(up One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY,com PHILADELPHIA INSURANCE COMPANIES DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE REJECTION OPTION You are hereby notified that under the Terrorism Risk Insurance Act, as amended, that you have the right to purchase insurance coverage for losses resulting from acts of terrorism, as defined in Section 102(1) of the Act: The term "act of terrorism" means any act that is certified by the Secretary of Treasury—in concurrence with the Secretary of State, and the Attorney General of the United States–to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY PAYS 85% OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. INFORMATION FOR THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS THE $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED. Your attached proposal (or policy) includes a charge for terrorism. We will issue (or have issued) your policy with terrorism coverage unless you decline by placing an "X" in the box below. NOTE 1: If "included" is shown on your proposal (or policy) for terrorism you WILL NOT have the option to reject the coverage. NOTE 2: You will want to check with entities that have an interest in your organization as they may require that you maintain terrorism coverage (e.g. mortgagees). EXCEPTION: If you have property coverage on your policy, the following Standard Fire Policy states do not permit an Insured to reject fire ensuing from terrorism: CA, CT, GA, HI, IA, IL, ME, MO, NJ, NY, NC, OR, RI, VA, WA, WV, WI. Therefore, if you are domiciled in the above states and reject terrorism coverage, you will still be charged for fire ensuing from terrorism as separately designated on your proposal. Page 1 of 2 PI-LCN-TX (08/12) TEXAS POLICYHOLDER NOTICE The Philadelphia Indemnity Insurance Company has recently bound your commercial auto, general liability, or professional liability insurance policy. We look forward to serving both your underwriting and loss control needs and expectations while being insured with Philadelphia Indemnity Insurance Company Philadelphia Indemnity Insurance Company is required to inform its policyholders of certain risk management services available as required under provisions of Articles 5.06-4, 5.15-2,3 of the Texas Insurance Code (TIC). These services include loss control surveys, location specific risk assessments and consultations, recommendation reporting, technical loss control training materials, and on-site safety training. In addition, the risk management program includes guidelines for the following areas: A. Safety Measures, including, as applicable, the following areas: 1. Fleet and general liability safety practices 2. Accidental occurrences 3. Fire hazards and fire prevention and detection 4. Liability for acts from the course of business 5. Slip and fall hazards 6. Product Injury 7. Hazards unique to a particular class of policyholders B. Insured training in safety management techniques C. Safety management counseling services Additional safety and risk management information is also available via the internet at www.r)hlv.com. Please register with your account information to obtain immediate access. If you would like additional information about our Loss Control services, please call the Philadelphia Indemnity Insurance Company Loss Control Department at (800) 873-4552 opt. #4. If you have any questions about this requirement, you may call the Texas Department of Insurance at 800 578-4677. B. The following exclusion is added: LIMITED EXCLUSION OF CERTIFIED ACTS OF TERRORISM We will not pay for loss or damage caused directly or indirectly by a "certified act of terrorism". Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. But this exclusion applies only when one or more of the following are attributed to such act: 1. The terrorism is carried out by means of the dispersal or application of radioactive material, or through the use of a nuclear weapon or de- vice that involves or produces a nuclear reac- tion, nuclear radiation or radioactive contami- nation; or 2. Radioactive material is released, and it ap- pears that one purpose of the terrorism was to release such material; or 3. The terrorism is carried out by means of the dispersal or application of pathogenic or poi- sonous biological or chemical material; or 4. Pathogenic or poisonous biological or chemical material is released, and it appears that one purpose of the terrorism was to release such material. When this terrorism exclusion applies in accor- dance with the terms of Paragraph B.1. or B.2., the terrorism exclusion applies without regard to the Nuclear Hazard Exclusion in this Coverage Part or Policy. C. Exception Covering Certain Fire Losses The following exception to the exclusion in Para- graph B. applies only if indicated and as indicated in the Schedule of this endorsement. If a "certified act of terrorism" excluded under Paragraph B. results in fire, we will pay for the loss or damage caused by that fire, subject to all appli- cable policy provisions including the Limit of Insur- ance on the affected property. Such coverage for fire applies only to direct loss or damage by fire to Covered Property. Therefore, for example, the coverage does not apply to insurance provided under Business Income and/or Extra Expense coverage forms or endorsements that apply to those coverage forms, or to the Legal Liability Coverage Form or the Leasehold Interest Cover- age Form. D. Cap On Certified Terrorism Losses The following limitation applies to coverage for any one or more "certified acts of terrorism" that are not excluded by the terms of the exclusion in Paragraph B. and to any loss or damage that is covered and to which the exception in Paragraph C. applies: If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (Janu- ary 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insur- ance Act, we shall not be liable for the payment of any portion of the amount of such losses that ex- ceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata al- location in accordance with procedures estab- lished by the Secretary of the Treasury. This Paragraph, D., does not apply to insurance provided under the Crime And Fidelity Coverage Part. E. Application Of Exclusions The terms and limitations of any terrorism exclu- sion, or the non -applicability or omission of a ter- rorism exclusion, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Part or Policy, such as losses excluded by the War And Military Action Exclu- sion. Page 2 of 2 © Insurance Services Office, Inc., 2008 IL 09 86 03 08 13 POLICY NUMBER: PHPK1262162 IL 09 86 03 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM INVOLVING NUCLEAR, BIOLOGICAL, CHEMICAL OR RADIOLOGICAL TERRORISM; CAP ON COVERED CERTIFIED ACTS LOSSES This endorsement modifies insurance provided under the following: BOILER AND MACHINERY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART STANDARD PROPERTY POLICY SCHEDULE The Exception Covering Certain Fire Losses (Paragraph C) applies to property located in the following state(s), if covered under the indicated Coverage Form, Coverage Part or Policy: States Coverage Form, Coverage Part Or Policy Texas Property, Crime Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following definition is added with respect to the provisions of this endorsement: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in con- currence with the Secretary of State and the Attor- ney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terror- ism Risk Insurance Act for a "certified act of terror- ism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dan- gerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian popu- lation of the United States or to influence the policy or affect the conduct of the United States Government by coercion. IL 09 86 03 08 © Insurance Services Office, Inc., 2008 Page 1 of 2 0 POLICY NUMBER: PHPK1262162 IL 09 85 01 08 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium (Certified Acts) $ 4.00 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Cover- age Form(s) and/or Policy(s): Additional information, if any, concerning the terrorism premium: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. J A. Disclosure Of Premium In accordance with the federal Terrorism Risk In- surance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certi- fied under the Terrorism Risk Insurance Act. The portion of your premium attributable to such cov- erage is shown in the Schedule of this endorse- ment or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses in- sured under the federal program. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 bil- lion in a Program Year (January 1 through De- cember 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (Janu- ary 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insur- ance Act, we shall not be liable for the payment of any portion of the amount of such losses that ex- ceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata al- location in accordance with procedures estab- lished by the Secretary of the Treasury. IL 09 85 0108 © ISO Properties, Inc., 2007 Page 1 of 1 0 IL 02 88 09 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL INLAND MARINE COVERAGE PART CRIME AND FIDELITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART — LIVESTOCK COVERAGE FORM FARM COVERAGE PART — MOBILE AGRICULTURAL MACHINERY AND EQUIPMENT COVERAGE FORM A. The following is added to Paragraph 2. of the Cancellation Common Policy Condition: We may cancel this policy for any reason except, that under the provisions of the Texas Insurance Code, we may not cancel this policy solely be- cause the policyholder is an elected official. B. The following condition is added: NONRENEWAL We may elect not to renew this policy except, that under the provisions of the Texas Insurance Code, we may not refuse to renew this policy solely be- cause the policyholder is an elected official. IL 02 88 09 07 © ISO Properties, Inc., 2006 Page 1 of 1 ❑ The permissible reasons for cancellation are as follows: a. If this policy has been in effect for 60 days or less, we may cancel for any reason ex- cept, that under the provisions of the Texas Insurance Code, we may not cancel this policy solely because the policyholder is an elected official. b. If this policy has been in effect for more than 60 days, or if it is a renewal or con- tinuation of a policy issued by us, we may cancel only for one or more of the following reasons: (1) Fraud in obtaining coverage; (2) Failure to pay premiums when due; (3) An increase in hazard within the control of the insured which would produce an increase in rate; (4) Loss of our reinsurance covering all or part of the risk covered by the policy; or (5) If we have been placed in supervision, conservatorship or receivership and the cancellation is approved or directed by the supervisor, conservator or receiver. B. The following condition is added and supersedes any provision to the contrary: NONRENEWAL 1. We may elect not to renew this policy except, that under the provisions of the Texas Insur- ance Code, we may not refuse to renew this policy solely because the policyholder is an elected official. 2. This Paragraph, 2., applies unless the policy qualifies under Paragraph 3. below. If we elect not to renew this policy, we may do so by mailing or delivering to the first Named Insured, at the last mailing address known to us, written notice of nonrenewal, stating the reason for nonrenewal, at least 60 days before the expiration date. If notice is mailed or deliv- ered less than 60 days before the expiration date, this policy will remain in effect until the 61st day after the date on which the notice is mailed or delivered. Earned premium for any period of coverage that extends beyond the expiration date will be computed pro rata based on the previous year's premium. 3. If this policy covers a condominium associa- tion, and the condominium property contains at least one residence or the condominium decla- rations conform with the Texas Uniform Con- dominium Act, then we will mail or deliver writ- ten notice of nonrenewal, at least 30 days before the expiration or anniversary date of the policy, to: a. The first Named Insured; and b. Each unit -owner to whom we issued a certificate or memorandum of insurance. We will mail or deliver such notice to each last mailing address known to us. 4. If notice is mailed, proof of mailing will be suffi- cient proof of notice. 5. The transfer of a policyholder between admit- ted companies within the same insurance group is not considered a refusal to renew. Page 2 of 2 © ISO Properties, Inc., 2006 IL 02 75 09 07 0 IL 02 75 09 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - CANCELLATION AND NONRENEWAL PROVISIONS FOR CASUALTY LINES AND COMMERCIAL PACKAGE POLICIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY FARM COVERAGE PART — FARM LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART This endorsement also modifies insurance provided under the following when written as part of a Commercial Package Policy: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART — FARM LIABILITY COVERAGE FORM FARM COVERAGE PART — LIVESTOCK COVERAGE FORM FARM COVERAGE PART — MOBILE AGRICULTURAL MACHINERY AND EQUIPMENT COVERAGE FORM GLASS COVERAGE FORM LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraph 2. of the Cancellation Common Policy Condition is replaced by the following: 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation, stating the reason for cancella- tion, at least 10 days before the effective date of cancellation. However if this policy covers a condominium association, and the condominium property contains at least one residence or the condo- minium declarations conform with the Texas Uniform Condominium Act, then the notice of cancellation, as described above, will be pro- vided to the First Named Insured 30 days be- fore the effective date of cancellation. We will also provide 30 days' written notice to each unit -owner to whom we issued a certificate or memorandum of insurance, by mailing or de- livering the notice to each last mailing address known to us. IL 02 75 09 07 © ISO Properties, Inc., 2006 Page 1 of 2 13 b. We will pay for covered loss or damage within 5 business days after: (1) We have notified you that payment of the claim or part of the claim will be made and have reached agreement with you on the amount of loss; or (2) An appraisal award has been made. However, if payment of the claim or part of the claim is conditioned on your compliance with any of the terms of this policy, we will make payment within 5 business days after the date you have complied with such terms. c. Catastrophe Claims If a claim results from a weather related ca- tastrophe or a major natural disaster, the claim handling and claim payment dead- lines described in a. and b. above are ex- tended for an additional 15 days. Catastrophe or Major Natural Disaster means a weather related event which is: (1) Declared a disaster under the Texas Disaster Act of 1975; or (2) Determined to be a catastrophe by the State Board of Insurance. d. The term "business day", as used in this endorsement, means a day other than Sat- urday, Sunday or a holiday recognized by the state of Texas. B. With respect to the Commercial Inland Marine Coverage Part the following is added: We will not be liable for any part of a 'loss" that has been paid or made good by others. Page 2 of 2 © ISO Properties, Inc., 2006 IL 01 71 09 07 13 IL 01 71 09 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - LOSS PAYMENT This endorsement modifies insurance provided under the following: COMMERCIAL INLAND MARINE COVERAGE PART CRIME AND FIDELITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART A. Loss Payment 1. With respect to the Crime And Fidelity Cover- age Part and Equipment Breakdown Coverage Part, the following conditions are added. 2. With respect to the Commercial Inland Marine Coverage Part, the following conditions replace Item E. Loss Payment in the Commercial In- land Marine Loss Conditions: a. Claims Handling (1) Within 15 days after we receive written notice of claim, we will: (a) Acknowledge receipt of the claim. If we do not acknowledge receipt of the claim in writing, we will keep a record of the date, method and con- tent of the acknowledgment; (b) Begin any investigation of the claim; and (c) Request a signed, sworn proof of loss, specify the information you must provide and supply you with the necessary forms. We may request more information at a later date, if during the investigation of the claim such additional information is neces- sary. (2) We will notify you in writing as to whether: (a) The claim or part of the claim will be paid; (b) The claim or part of the claim has been denied, and inform you of the reasons for denial; (c) More information is necessary; or (d) We need additional time to reach a decision. If we need additional time, we will inform you of the reasons for such need. We will provide notification, as described in (2)(a) through (2)(d) above, within: (i) 15 business days after we re- ceive the signed, sworn proof of loss and all information we re- quested; or (ii) 30 days after we receive the signed, sworn proof of loss and all information we requested, if we have reason to believe the loss resulted from arson. If we have notified you that we need ad- ditional time to reach a decision, we must then either approve or deny the claim within 45 days of such notice. IL 01 71 09 07 © ISO Properties, Inc., 2006 Page 1 of 2 ❑ IL 01 68 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - DUTIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART The following is added to the Duties Condition: We will notify the first Named Insured in writing of: 1. An initial offer to settle a claim made or "suit' brought against any insured ("insured") under this coverage. The notice will be given not later than the 10th day after the date on which the offer is made. 2. Any settlement of a claim made or "suit' brought against the insured ("insured") under this coverage. The notice will be given not later than the 30th day after the date of the settlement. IL 01 68 03 12 © Insurance Services Office, Inc., 2011 Page 1 of 1 "Source material", "special nuclear material', and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentra- tion of uranium or thorium from any ore processed primarily for its "source material' content, and (b) resulting from the operation by any person or or- ganization of any "nuclear facility" included under the first two paragraphs of the definition of "nu- clear facility". "Nuclear facility" means: (a) Any "nuclear reactor'; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packag- ing "waste' (c) Any equipment or device used for the proc- essing, 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 pluto- nium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste'; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. Page 2 of 2 © ISO Properties, Inc., 2007 IL 00 2109 08 0 IL 00 21 09 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nu- clear energy liability policy issued by Nu- clear Energy Liability Insurance Associa- tion, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Associa- tion of Canada or any of their successors, or would be an insured under any such pol- icy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous properties" of "nuclear material' and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily in- jury" resulting from the "hazardous properties" of "nuclear material' and arising out of the op- eration of a "nuclear facility" by any person or organization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- ous properties" of "nuclear material', if: (1) The "nuclear material' (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material' is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured'; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material', "spe- cial nuclear material' or "by-product material'. IL 00 2109 08 © ISO Properties, Inc., 2007 Page 1 of 2 13 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or de- livering to us advance written notice of cancel- lation. 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suf- ficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; IL 00 17 11 98 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named in- sured. If you die, your rights and duties will be trans- ferred to your legal representative but only while acting within the scope of duties as your legal rep- resentative. Until your legal representative is ap- pointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 PI -CME -1 (10/09) IV. DEFINITIONS A. "Crisis" means the public announcement that an "incident" occurred on your premises or at an event sponsored by you. B. "Crisis management emergency response expenses" mean those expenses incurred for services provided by a "crisis management firm." However, "crisis management emergency response expenses" shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your employees, nor shall "crisis management emergency response expenses" include any expenses that are payable on your behalf or reimbursable to you under any other valid and collectible insurance. C. "Crisis management firm" means any service provider you hire that is acceptable to us. Our consent will not be unreasonably withheld. D. "Incident' means an accident or other event, including the accidental discharge of pollutants, resulting in death or serious bodily injury to three or more persons. E. "Serious bodily injury" means any injury to a person that creates a substantial risk of death, serious permanent disfigurement, or protracted loss or impairment of the function of any bodily member or organ. Page 2 of 2 PI -CME -1 (10/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CRISIS MANAGEMENT ENHANCEMENT ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: Solely for the purpose of this endorsement: 1) The words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. 2) The words "we," "us" and 'bur" refer to the company providing this insurance. SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS The following is the Limit of Liability provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. Crisis Management Expense II. CONDITIONS A. Applicability of Coverage $25,000 Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. All other terms and conditions of the policy or coverage part to which this endorsement is attached remain unchanged. B. Limits of Liability or Limits of Insurance When coverage is provided by this endorsement and any other coverage form or endorsement attached to this policy, 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 Liability or Limit of Insurance. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. 111. ADDITIONAL COVERAGES A. We will reimburse you for "crisis management emergency response expenses" incurred because of an "incident' giving rise to a 'crisis" to which this insurance applies. The amount of such reimbursement is limited as described in Section II. CONDITIONS, B. Limits of Liability or Limits of Insurance. No other obligation or liability to pay sums or perform acts or services is covered. B. We will reimburse only those "crisis management emergency response expenses" which are incurred during the policy period as shown in the Declarations of the policy to which this coverage is attached and reported to us within six (6) months of the date the 'crisis" was initiated. Page 1 of 2 PI -BELL -1 TX (11/09) 1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States; 2. A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or 3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government's ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. P. "Principal location" means the headquarters, home office or main location where most business is substantially conducted. Q. "Unforeseeable destruction" means damage resulting from a "certified act of terrorism," fire, collision or collapse which renders all of the insured's "principal locations" completely unusable. R. "Workplace violence" means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily "injury" or death of any person while on the insured's premises. Page 8 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) law. I. "Identity theft expenses" mean: 1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies; 2. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; and 3. Loan application fees for re -applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. J. "Improper acts" means any actual or alleged act of: 1. Sexual abuse; 2. Sexual intimacy; 3. Sexual molestation; or 4. Sexual assault; committed by an insured against any natural person who is not an insured. Such "improper acts" must have been committed by the insured while in his or her capacity as an insured. K. "Injury" means any physical damage to the body caused by violence, fracture or an accident. L. "Key individual replacement expenses" mean the following necessary expenses: 1. Costs of advertising the employment position opening; 2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. M. "Natural catastrophe" means hurricane, tornado, earthquake or flood. N. "Non -reimbursable expenses" means the following travel -related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. Meals and lodging; 2. Alternative transportation; 3. Clothing and necessary toiletries; and 4. Emergency prescription and non-prescription drug expenses. O. "Political unrest' means: Page 7 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) A. "Certified act of terrorism" means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions. B. "Communicable disease" means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire's Disease. C. "Domestic partner" means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured. D. "Emergency evacuation expenses" mean: 1. Additional lodging expenses; 2. Additional transportation costs; 3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of "political unrest"; and 4. Translation services, message transmittals and other communication expenses. provided that these expenses are not otherwise reimbursable. E. "Emergency travel expenses" mean: 1. Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of a "certified act of terrorism'; and 2. The increased amount incurred which may result from re -scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a "certified act of terrorism"; provided that these expenses are not otherwise reimbursable. F. "Failed donation claim" means written notice to the insured during the policy period of: 1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or 2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured. G. "Fundraising expenses" mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you. H. "Identity theft" means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer (or spouse or "domestic partner" thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local Page 6 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) No deductible applies to this coverage. I. Political Unrest Coverage We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for "emergency evacuation expenses" that are incurred as a result of an incident of "political unrest." This "political unrest" must occur during the policy period. No coverage is granted for travel to countries in a state of "political unrest" at the time of departure of the travel. The limit of insurance for this coverage is $5,000 per covered person, subject to a maximum of $25,000 per policy period for all insureds combined. No deductible applies to this coverage. J. Temporary Meeting Space Reimbursement We will reimburse the insured for rental of meeting space which is necessitated by the temporary unavailability of the insured's primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporary meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. K. Terrorism Travel Reimbursement We will reimburse any present director or officer of the named insured in the event of a "certified act of terrorism" during the policy period which necessitates that he/she incurs "emergency travel expenses." The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. L. Travel Delay Reimbursement We will reimburse any present director or officer of the named insured for any "non - reimbursable expenses" they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage. M. Workplace Violence Counseling We will reimburse the insured for emotional counseling expenses incurred directly as a result of a "workplace violence" incident at any of the insured's premises during the policy period. The emotional counseling expenses incurred must have been for: 1. Your employees who were victims of, or witnesses to the "workplace violence"; 2. The spouse, "domestic partner," parents or children of your employees who were victims of, or witnesses to the "workplace violence"; and 3. Any other person or persons who directly witnessed the "workplace violence" incident. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. IV. DEFINITIONS For the purpose of this endorsement, the following definitions apply: Page 5 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) Covered expenses are limited to: 1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured; 2. The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of "improper acts"; and 3. The costs of restoring the named insured's reputation and consumer confidence through image consulting. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. G. Key Individual Replacement Expenses We will pay "key individual replacement expenses" if the Chief Executive Officer or Executive Director suffers an "injury" during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of $50,000 or ten (10) times the annual premium paid for this policy. No deductible applies to this coverage. H. Kidnap Expense We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, "domestic partner," parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim. Reasonable fees will include: 1. Fees and costs of independent negotiators; 2. Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat; 3. Travel costs and accommodations incurred by the named insured; 4. Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and 5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of: a. Up to thirty (30) days after their release, if the director or officer has not yet returned to work; b. Discovery of their death; c. One hundred twenty (120) days after the last credible evidence following abduction that they are still alive; or d. Twelve (12) months after the date of the kidnapping. The limit of insurance for this coverage is $50,000 each policy period for all insureds combined. Page 4 of S © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) 1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7) years prior to the time said pledge was made to the insured; 2. For non-cash donations, our payment of a "failed donation claim" shall be based on the fair market value of said non-cash donation at the time of the "failed donation claim"; 3. In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the "failed donation claim": a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and b. The donor shall be unemployed for at least sixty (60) days prior to a claim being submitted by the insured; 4. No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and 5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. C. Emergency Real Estate Consulting Fee We will reimburse the insured any realtor's fee or real estate consultant's fee necessitated by the insured's need to relocate due to the "unforeseeable destruction" of the insured's "principal location" listed in the Declarations during the policy period. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. D. Fundraising Event Blackout We will reimburse the insured for "fundraising expenses" that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re -scheduled. The fundraising event must have been planned at least thirty (30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. E. Identity Theft Expense We will reimburse any present director or officer of the named insured for "identity theft expenses" incurred as the direct result of any "identity theft" first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured's first policy with us. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. F. Image Restoration and Counseling We will reimburse the insured for expenses incurred for image restoration and counseling arising out of "improper acts" by any natural person. Page 3 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. B. Limits of Liability or Limits of Insurance 1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy, the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy. 2. Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. Conference Cancellation We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a "natural catastrophe" or a "communicable disease" outbreak that forces the cancellation of the conference. With respect to a conference cancellation claim, it is further agreed as follows: 1. The insured employee must have registered for the conference at least thirty (30) days prior to the cancellation; and 2. The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. B. Donation Assurance If the insured is a 501(c)(3) status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for "failed donation claim(s)." With respect to any "failed donation claim," it is further agreed as follows: Page 2 of 8 © 2009 Philadelphia Indemnity Insurance Company Philadelphia Indemnity Insurance Company COMMERCIAL INLAND MARINE COVERAGE PART SUPPLEMENTAL SCHEDULE Policy Number: PHPK1262162 For PERILS COVERED see applicable form attached. ITEM LIMIT OF ST/LOC NO. INSURANCE DEDUCTIBLE DESCRIPTION TX N/A 001 $ 90, 000 1, 000 COMPUTER COVERAGE Agent #: 31130 Page 1 of 1 PI -BELL -1 TX (11/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BELL ENDORSEMENT PHILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 A Member of the Tokio Marine Group PHLY.eom Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. COVERAGE LIMITS OF INSURANCE Conference Cancellation $25,000 Donation Assurance $50,000 Emergency Real Estate Consulting Fee $50,000 Fundraising Event Blackout $25,000 Identity Theft Expense $50,000 Image Restoration and Counseling $50,000 Key Individual Replacement Expenses $50,000 Kidnap Expense $50,000 Political Unrest $5,000 per employee: $25,000 policy limit Temporary Meeting Space Reimbursement $25,000 Terrorism Travel Reimbursement $50,000 Travel Delay Reimbursement $1,500 Workplace Violence Counseling $50,000 Page 1 of 8 © 2009 Philadelphia Indemnity Insurance Company Philadelphia Indemnity Insurance Company Form Schedule — Inland Marine Policy Number: PHPK1262162 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description Inland Marine Dec 0100 Commercial Inland Marine Coverage Part Declarations Inland Marine Schedule 0100 Inland Marine Schedule CM0001 0904 Commercial Inland Marine Conditions CM0112 0913 Texas Changes PI -CIM -053 1206 Computer Coverage Form Page 1 of 1 Philadelphia Indemnity Insurance Company COMMERCIAL INLAND MARINE COVERAGE PART DECLARATIONS Policy Number: PHPK1262162 ® See Supplemental Schedule FORM OF BUSINESS: NON PROFIT ORGANIZATION Business Description: Non Profit Organization Agent# 31130 Location of All Premises You Own, Rent or Occupy: SEE SCHEDULE ATTACHED ITEM LIMIT OF NO. INSURANCE DEDUCTIBLE DESCRIPTION SEE SCHEDULE ATTACHED DEDUCTIBLE: SEE SCHEDULE ATTACHED MORTGAGE HOLDERS: Refer To Mortgagee/Loss Payee Schedule FORM(S) AND ENDORSEMENT(S) APPLICABLE TO THIS COVERAGE PART: Refer To Forms Schedule TOTAL PREMIUM FOR THIS COVERAGE PART $ 207.00 Countersignature Date Authorized Representative Insurance Policy PHILADELPHIA INSURANCE COMPANIES AI< tuber of th. I ,= a. Nti iw, G,oup One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 610.617.7900 • Fax 610.617.7940 • PHLY.com 111212014 North & East Lubbock Community Development Corp PO Box 3893 Lubbock, TX 79452-3893 Re: PHSD994309 Dear Valued Customer: Thank you very much for choosing Philadelphia Indemnity Insurance Company for your insurance needs. Our first class customer service, national presence and A++ (Superior) A.M. Best financial strength rating have made us the selection by over 150,000 policyholders nationwide. I realize you have a choice in insurance companies and truly appreciate your business. I wish you much success this year and look forward to building a mutually beneficial business partnership which will prosper for years to come. Welcome to PHLY and please visit PHLY.com to learn more about our Company! Sincerely, Robert D. O'Leary Jr. President & CEO Philadelphia Insurance Companies RDO/sm Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Tokio Marine Specialty Insurance Co • Maguire Insurance Agency, Inc. Enroll Today! • Receive Invoices Electronically • Pay Your Bills Online • Set Up Recurring Payments • Available 24/7 • Safe and Secure • NO FEE! • Environmentally Friendly Pay Your Bill Online To pay your bills online you will need a User ID and Password to access our website. If you don't have a User ID please create one by visiting hfts://www.PHLY.com/mvt)hlv/newuser.asox. If you have a User ID, please login and click on "Online Bill Pay" and enter the necessary information to pay your bills. Philadelphia Insurance Companies accepts electronic checks (a debit from your checking or savings account) as a method of payment. Please allow 2 to 3 business days for your payment to post to your account. This service is offered free of charge. Please note that credit card payments cannot be made online. Recurring Payment Customers that receive their bill directly (and not from their agent) can sign up for recurring payment via automatic withdrawals from a checking, savings, or money market account for direct bill policies. If you do not already have an account on PHLY.eom you will need to create one by visiting haps://www.PHLY.com/myhIy/newuserasa_x. Once logged in please refer to "Links for You" and click the "Recurring Payment Instructions" to learn how to enroll. You can also click the "Online Bill Pay" tab on the left hand side to enroll in Recurring Payment. How to Create an Account on PHLY.com 1. Go to Jtno//www.PHLY.com/tea//newu_erasox 2. Select the applicable BUTTON (insured or producer). 3. Complete the information on the page: • You will CREATE your own USER NAME and PASSWORD. • The password must be at least 7 characters and contain one number, one lower case letter, and one capital letter. 4. Click CONTINUE when done. 5. On the next page, complete the PASSWORD RESET QUESTION. If you ever forget your password, we will ask you this security question and you will enter the answer you have selected. 6. Once you have received the page that states: "CONTINUE TO MY PHLY," then you have successfully created the account. ®PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group Fo,-us on the Things that Mattcr, We'll Handle the Risk! o E1 tul,,U PHLY CUSTOMER SERVICE Did you know... • PHLY has a dedicated National Processing Center to efficiently and effectively process endorsements • The Loss Assistance Hotline provides Management & Professional Liability policyholders with 2 FREE HOURS of legal consultation with knowledgeable attorneys on any matter that could potentially result in a claim under a PHLY policy • You can review billing and payment history online For example: Payment verifications go to MyPHLY on PHLY.com • You can pull up and print your invoices and policy documents online • You can update your profile online For example: Billing address changes and contact information • We offer live help within seconds: No complicated phone systems • 97.3% of our policyholders would refer us to prospective customers" • 48 hour turnaround time on small business quotes and policy issuance in less than 10 days • We provide interest free installments for accounts that generate at least $2,000 in premium Frequently Asked Questions How can 1 get information about my insurance? There are 5 different ways to contact Customer Service • Customer Service 877.438.7459 • Customer Service Fax 866.847.4046 • Customer Service Email: custserv@phlyins.com • Customer Service Online chat • PHLY.com — "Contact Us" When can 1 contact Customer Service? Customer Service is available Monday - Friday from 8:30 a.m. - 8:00 p.m. EST What forms of payment does PHLY accept? PHLY accepts 3 forms of payment: • Checks sent to the lock box • Check by phone payments through our IVR (877.438.7459 —Option 1), web site, or contact center representatives • Credit card payments through our live contact center representatives (Visa, MasterCard and American Express) A Passion for Service! Claims • Average policyholder first party automobile losses settled in 10 days or less • Some or next business day acknowledgements of newly reported and opened claims • Claims representation nationally, with Commercial Liability Claims Examiner Niche expertise • 24/7 Claims Service. Staff efficiencies with paperless and industry leading systems • Staff of Subrogation and Recovery Examiners exclusively dedicated to recovery efforts for policyholder paid losses • Experienced, consistent staff and department structure Risk Management Services • Product specific web -based Risk Management Services solutions through PHLY.com • Free online interactive Defensive Driver Training course and examination • Regular a -flyer communications on current Risk Management Services issues and Large Loss Lessons Learned • Strategic partnership with best in class vendor for discounted background & motor vehicle record (MVR) checks Automatically included on most accounts PHLY Bell endorsement - Includes $50,000 limits each for Business Travel Accident Benefit, Donation Assurance, Emergency Real Estate Consulting Fee, Identity Theft Expense, Image Restoration and Counseling, Key Individual Replacement Expenses, Kidnap Expense, Terrorism Travel Reimbursement, Workplace Violence Counseling. $25,000 limits for each Conference Cancellation, Fundraising Event Blackout, Political Unrest ($5,000 per employee), Temporary Meeting Space Reimbursement and$1,500 Travel Delay Reimbursement. Honors, Awards and Ratings • Nationally recognized as a member of Ward's Top 50 Benchmark group of Property/Casualty Insurance companies for outstanding achievement in the areas of financial strength, claims performance and consistently favorable underwriting results • Forbes Magazine has recognized Philadelphia Insurance Companies as one of the 400 Best Big Companies in America • A++ (Superior) rated by A.M. Best Company • A+ rated by Standard & Poor's for counterparty credit and f:nancial strength • Business Insurance's Best Places to Work in Insurance program identifies and recognizes Philadelphia Insurance Companies as a high-quality workplaces in the commercial insurance industry Philadelphia Insurance Companies is the marketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp. a Member of he Tok o Monne Group Coverage(s) described may not be available in all states and are subject to Underwriting and certain coveiagels) may be provided by a s rplus lines insurer. Surplus lines insurers do not generally participate in state 9r,aranty finds and insureds are therefore not protected by such Lnds. G 2013 Philadelphia Consolida'ed Holdmg Corp All Rights Reserved 'All statistics contained herein were generated via an internal company survey of active polio holders. o,.aw.S"-w wu,e *QtM BEST A- •' • PHLY HAS INCREASED LIMITS... PHLY has increased limits on Bell Endorsement and created a Crisis Management Endorsement that will be attached to our policies. Bell Endorsement $50,000 Identity Theft Expense — coverage which reimburses the expenses of any director or officer who becomes a victim of an incident of identity theft. $50,000 Terrorism Travel Reimbursement— which covers any director or officer for emergency travel expenses that he or she incurs in the event of a "certified act of terrorism". $50,000 Emergency Real Estate Consulting Fee — coverage for realtor's fee or real estate consultant's fee necessitated by the Insured's need to relocate due to the "Unforeseeable destruction" of the Insured's principal location. $25,000 Temporary Meeting Space Reimbursement — coverage for rental of meeting space which is necessitated by the temporary unavailability of the Insured's primary office space due to the failure of a climate control system, or leakage of a hot water heater. $50,000 Workplace Violence Counseling — in the event that a violent incident occurs at any of the Insured's premises. $50,000 Kidnap Expense — coverage for reasonable fees incurred as a result of the kidnapping of a Director or Officer or their spouse, "domestic partner," parent or child. $50,000 Key Individual Replacement Expenses — coverage for the Chief Executive Officer or Executive Director who suffers an "injury" which results in the loss of life. No deductible applies to this coverage. $50,000 Image Restoration and Counseling — coverage for image restoration and counseling arising out of "Improper Acts." $50,000 Donation Assurance — coverage for "Failed Donation Claimisj." $50,000 Business Travel — coverage for Business Travel Accidental Death Benefit to the Named Insured if a Director or Officer suffers an "injury" while traveling on a common carrier for business. $25,000 Conference Cancellation — coverage for any business- related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a "natural catastrophe" or a "communicable disease" outbreak that forces the cancellation of the conference. $25,000 Fundraising Event Blackout — coverage for expenses that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re -scheduled. The fundraising event must have been planned at least thirty (30) days prior to the power outage. $5,000 per employee: $25,000 policy limit Political Unrest — coverage to reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for "emergency evacuation expenses" that are incurred as a result of an incident of "political unrest." $1,500 Travel Delay Reimbursement — coverage to reimburse any present director or officer of the named insured for any "non - reimbursable expenses" they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. Crisis Management $25,000 Crisis Management — coverage for "crisis management emergency response expenses" incurred because of an "incident" giving rise to a "crisis." Philadelohio Insurance Companies is the maiteting name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the To%Io Marine Group. Your insurance pel cy and not the n'ormation contained n this oocurnent, Corms the contract between y.0 and your nwronce company It there s a discrepancy or conflict bet,een he mformahon co'toined here, - and your policy, your policy takes precedence. All coverages are not available in all stares due to state insurance regulations. Certain coverage(s) may be prc✓ded by a surplus lines insurer. Surplus Imes insurers do not generally particloaie in state guaranty funds and insureds are therefore not protected by such funds. I © 201 12012 Philadelphia Insurance Compon es, All Rights Reserved. TOKIO MARINE GROUP PHLY RISK MANAGEMENT SERVICES Welcome to PHLY Risk Management Services Services, PHLY is familiar with the unique Risk Management Services programming needs of you or- ganization and has achieved superior results in this area. We are committed to delivering quality and timely loss prevention services and risk control products to your organization. Customer satisfaction through the delivery of these professional products to achieve measurable risk improvement results is our goal. We know the fulfillment of our Risk Management Services commitment is not complete until we deliver upon our promises. OUR MISSION: We welcome the opportunity to demonstrate how we can tailor a risk management program suitable to our customer's needs. We are committed to providing our customers with improved communications, quicker implementation of loss control servicing initiatives, and specific benchmarking goals that help us quantify the true value of our services. OUR MOTTO: "Innovative Services Producing Optimum Results:" This mantra reflects our commitment to utilize innovative products and solutions to help our customers achieve measurable results. Customer satisfaction through the delivery of these quality professional products is our goal. We know the fulfillment of our Risk Management Services commitment is not complete until we deliver upon our promises. In order to gain full access to these resources and others, please take a moment to reQistgr on our website. If you already have an id to PHLY.com, please in to access Risk Management Services resources. Risk Management Resources • IntelliCorp Records, Inc. • Accountants Resources • WEMED Loss Assistance Hotline • in2vate: Web -enabled EPLI employment practices liability insurance] Risk Management Services Proprietary Risk Management Services • PHLY Risk Management Services E -flyers • Responding to Risk Management Services Recommendations Contact • For more information please contact: Customer Service 800.873.4552 M, L ` - I r.. ,_ - _ ,� suggestions presented by Philadelphia Indemnity Insurance Company in this e -brochure is for your consideration in your loss prevention elforts T-ey are not intended to be comole e or defit-d ve in identify -g all hazards essoc eted with yo..r bus ness preventing woAplace accidents, or complying wiih any safety related, or other, laws or reg-larons. You are encouraged t� alter rem to fit the specific hazards of your busi-ess and tc rcve your legal counsel review all of your plans and company policies. Philadelphia Insurance Companies is rhe morketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the Toiio Marine Group. Your insurance policy, and rot the into, -at-on contained in th s document forms the contract between y,u and your insurc,ce cornocny If there is o discrepancy or coillict between the inforrnotion contained here; and your policy, your policy rakes precedence. All coverages are nor available in all stares due to state insurance regulations. Certain coverage(s) may be provided by a surplus lines insurer Surplus lines insurers do nor generally participate in stare guaranty funds and insureds are ;herefore nor protected by such funds. I © 2013 Philadelphia Consolidated Holding Corp., All Rights Reserved. TOK10 MARINE GKaaP PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY.com Philadelphia Indemnity Insurance Company Commercial Lines Policv THIS POLICY CONSISTS OF: - DECLARATIONS - COMMON POLICY CONDITIONS - ONE OR MORE COVERAGE PARTS. A COVERAGE PART CONSISTS OF: • ONE OR MORE COVERAGE FORMS • APPLICABLE FORMS AND ENDORSEMENTS BJP -190-1 (12-98) IN WITNESS WHEREOF, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless signed by our authorized representative. President & CEO Secretary BJP -190-1 (12-98) POLICYHOLDER NOTICE (LOSS ASSISTANCE HOTLINE) As a free service benefit to its policyholders, PHLY has partnered with nationally recognized law firm Wilson, Elser, Moskowitz, Edelman & Dicker LLP (WEMED), to offer a toll-free Loss Assistance Hotline. The telephone number is 877.742.2201 or you can contact a WEMED attorney online at: apps.wilsonelser.com/pic/. This hotline provides you with 2 free hours of legal consultation with a knowledgeable attorney on any matter that you feel could result in a Claim under your professional or management liability policy. The Loss Assistance Hotline is NOT a Claim reporting service. To report a Claim, follow the Claim reporting instructions in your policy and also notify your insurance agent. If you have any questions concerning the Loss Assistance Hotline, please contact us at 800.759.4961 x2967. 800.873.4552 I ii'!;ueljjhlui trrsmo cc w:of 's s .,e marketing none for the insurance cornpany subsrdiades of the Philadelphia Consolidated Holding Corp., a Member of the Tcko tvVine Group. Your insurance policy, ono -ol the nfo"motion conic ned in this dourrien", forms the cenirac- between y=u and /our nsurance company 1` there is a d screacncy or conflict b:t"een re info mation _onteined herein and your policy, your policy takes precedence. All coverages are not available in all states due to state insurance regulations. Certain coveragefsl may be provided by a surplus lines fisurer. Surplus lines insurers do not generally participate in stare guaranty funds and insureds are therefore nor protected by such funds. 12U 2013 Philadelphia Insurance Companies, All Rights Reserved. TOKIO MARINE GROaP IMPORTANT NOTICE To obtain information or make a complaint: 1 You may call Philadelphia Indemnity Insurance Company toll-free telephone number for information or to make a complaint at: 1-877-438-7459 2 You may also write to Philadelphia Indemnity Insurance Company at: One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 FAX # (610) 617-7940 3 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: 1-800-252-3439 4 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.texas.gov E-mail: ConsumerProtection@tdi.texas.gov 5 PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact Philadelphia Indemnity Insurance Company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. 6 ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. PI -Notice TX (01/13) AVISO IMPORTANTE Para obtener informacion o para someter una queja: Usted puede Ilamar al numero de telefono gratis de Philadelphia Indemnity Insurance Company para informacion o para someter una queja al: 1-877-438-7459 Usted tambien puede escribir a Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004 FAX # (610) 617-7940 Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.texas.00v E-mail: ConsumerProtection@tdi.texas.gov DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el Philadelphia Indemnity Insurance Company primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE "ISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. PP 07 13 (07/13) PRIVACY POLICY NOTICE Philadelphia Indemnity Insurance Company The Philadelphia Indemnity Insurance Company (or "We") value(s) your privacy and we are committed to protecting personal information that we collect during the course of our business relationship with you. The collection, use and disclosure of certain nonpublic personal information are regulated by law. This notice is for your information only and requires no action on your part. It will inform you about the types of information that we collect and how it may be disclosed. This does not reflect a change in the way we do business or handle your information. Information We Collect: We collect personal information about you from the following sources: • Applications or other forms such as claims forms or underwriting questionnaires completed by you; • Information about your transactions with us, our affiliates or others; and • Depending on the type of transaction you are conducting with us, information may be collected from consumer reporting agencies, health care providers, employers and other third parties. Information We Disclose: We will only disclose the information described above to our affiliates and non-affiliated third parties, as permitted by law, and when necessary to conduct our normal business activities. For example, we may make disclosures to the following types of third parties: • Your agent or broker (producer); • Parties who perform a business, professional or insurance functions for our company, including our reinsurance • companies; • Independent claims adjusters, investigators, attorneys, other insurers or medical care providers who need information to investigate, defend or settle a claim involving you; • Regulatory agencies in connection with the regulation of our business; and • Lienholders, mortgagees, lessors or other persons shown on our records as having a legal or beneficial interest in your policy. We do not sell your information to others for marketing purposes. We do not disclose the personal information of persons who have ceased to be our customers. Protection of Information: Philadelphia Indemnity Insurance Company maintains physical, electronic and procedural safeguards that comply with state and federal regulations to protect the confidentiality of your personal information. We also limit employee access to personally identifiable information to those with a business reason for knowing such information. Use of Cookies: We may place electronic "cookies" in the browser files of your computer when you access this website. Cookies are text files placed on your computer to enable our systems to recognize your browser and to tailor the information on our website to your interests. We or our third party service providers or business partners may place cookies on your computer's hard drive to enable us to match personal information that we maintain about you so that we are able to pre - populate on-line forms with your information. We also use cookies to help us analyze use of our website to understand which areas of our site are most useful to you. You may refuse the use of cookies by selecting the appropriate settings on your browser. Please note that if you do this, you may not be able to use the full functionality of the website. How to Contact Us: Philadelphia Indemnity Insurance Company, One Bala Plaza, Suite 100, Bala Cynwyd, PA 19004 Attention: Chief Privacy Officer 07192013 PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY.com Philadelphia Indemnity Insurance Company COMMON POLICY DECLARATIONS Policy Number: PHSD994309 Named Insured and Mailing Address: North & East Lubbock Community Development Corp PO Box 3893 Lubbock,TX 79452-3893 Policy Period From: 11/11/2014 To: 11/11/2015 Business Description: Non -Profit Organization Producer: 31130 Cam Fannin Insurance Agency PO Box 6745 Lubbock, TX 79493 at 12:01 A.M. Standard Time at your mailing address shown above. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. PREMIUM Commercial Property Coverage Part Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto Coverage Part Businessowners Workers Compensation Flexi Plus Five 2,199.00 Total $ 2,199.00 FORM (S) AND ENDORSEMENT (S) MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule 'Omits applicable Forms and Endorsements if shown in specific Coverage Part/Coverage Form Declarations CPD- PIIC (01/07) Countersignature Date Authorized Representative Philadelphia Indemnity Insurance Company Form Schedule — Policy Policy Number: PHSD994309 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description Recurring Payment Flyer 1212 Recurring Payment Flyer CSNotice-1 0813 Making Things Easier BJP -190-1 1298 Commercial Lines Policy Jacket LAH-Notice 0813 Policyholder Notice (Loss Assistance Hotline) PI -Notice TX 0113 Important Notice PP0713 0713 Privacy Policy Notice CPD-PIIC 0107 Common Policy Declarations IL0985 0108 Disclosure Pursuant to Terrorism Risk Ins Act of 2002 PI-LCN-TX 0812 Texas Policyholder Notice Page 1 of PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group PI -NPD -1 (01-02) One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY.com FLEXIPLUS FIVE NOT-FOR-PROFIT ORGANIZATION DIRECTORS & OFFICERS LIABILITY INSURANCE EMPLOYMENT PRACTICES LIABILITY INSURANCE FIDUCIARY LIABILITY INSURANCE WORKPLACE VIOLENCE INSURANCE INTERNET LIABILITY INSURANCE Philadelphia Indemnity Insurance Company Policy Number: PHSD994309 DECLARATIONS NOTICE: EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THIS POLICY IS WRITTEN ON A CLAIMS MADE BASIS AND COVERS ONLY THOSE CLAIMS FIRST MADE DURING THE POLICY PERIOD AND REPORTED IN WRITING TO THE INSURER PURSUANT TO THE TERMS HEREIN. THE AMOUNTS INCURRED FOR DEFENSE COST SHALL BE APPLIED AGAINST THE RETENTION. Item 1. Parent Organization and Address: North & East Lubbock Community Development Corp PO Box 3893 Lubbock, TX 79452-3893 Internet Address: www. n/a Item 2. Policy Period: From: 11/11/2014 To: 11/11/2015 (12:01 A.M. local time at the address shown in Item 1.) Item 3. Limits of Liability: (A) Part 1, D&O Liability: $ 1,000,000 each Policy Period. (B) Part 2, Employment Practices: $ 1,000,000 each Policy Period. (C) Part 3, Fiduciary Liability: $ each Policy Period. (D) Part 4, Workplace Violence: $ each Policy Period. (E) Part 5, Internet Liability: $ 1,000,000 each Policy Period. (F) Aggregate, All Parts: $ 1,000,000 each Policy Period. Page 1 of 2 Item 4. Retention: (A) Part 1, D&O Liability: $ (B) Part 2, Employment Practices: $ (C) Part 3, Fiduciary Liability: $ (D) Part 4, Workplace Violence: $ (E) Part 5, Internet Liability: $ PI -NPD -1 (01-02) 5,000 for each Claim under Insuring Agreement B & C. 5,000 for each Claim. for each Claim. for each Workplace Violence Act. 5,000 for each Claim. Item 5. Prior and Pending Date: Part 1 10/19/2008 Part 2 11/11/2014 Part 3 No Date Applies Part 4 No Date Applies Part 5 11/11/2014 Item 6. Premium: Part 1 $ 1,129.00 Part 2 $ 167.00 Part 3 Part 4 Part 5 $ 903.00 State Surcharge/Tax: Total Premium: $ 2,199.00 Item 7. Endorsements: PER SCHEDULE ATTACHED In witness whereof, the Insurer issuing this Policy has caused this Policy to be signed by its authorized officers, but it shall not be valid unless also signed by the duly authorized representative of the Insurer. Authorized Representative Countersignature Page 2 of 2 Countersignature Date Philadelphia Indemnity Insurance Company Form Schedule — Flexi Plus Five Policy Number: PHSD994309 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description PI -NPD -1 0102 FlexiPlus Five Declarations Page PI -BELL -1 TX 1109 Bell Endorsement PI -CME -1 1009 Crisis Management Enhancement Endorsement PI -NPD -2 0102 Flexi Plus Five Coverage Form PI -NPD -8 0102 Shared Limits Endorsement PI -NPD -10 0102 Antitrust and Unfair Trade Practice Exclusion PI -NPD -22 0102 Loan Exclusion PI -NPD -25 0102 Professional Services Exclusion(Supervision Carve -Out) PI -NPD -44 0102 Third Party EPLI Exclusion PI -NPD -52 1203 Amendment of Exclusions PI -NPD -82 1012 Pro -Pak Elite Enhancement PI -NPD -TX -1 0902 Texas Amendatory Endorsement PI -SLD -001 0108 Cap on Losses from Certified Acts of Terrorism Page 1 of 1 POLICY NUMBER: PHSD994309 IL 09 85 01 08 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium (Certified Acts) $ 0 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Cover- age Form(s) and/or Policy(s): Additional information, if any, concerning the terrorism premium: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk In- surance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certi- fied under the Terrorism Risk Insurance Act. The portion of your premium attributable to such cov- erage is shown in the Schedule of this endorse- ment or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses in- sured under the federal program. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 bil- lion in a Program Year (January 1 through De- cember 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (Janu- ary 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insur- ance Act, we shall not be liable for the payment of any portion of the amount of such losses that ex- ceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata al- location in accordance with procedures estab- lished by the Secretary of the Treasury. IL 09 85 01 08 © ISO Properties, Inc., 2007 Page 1 of 1 PI-LCN-TX (08/12) TEXAS POLICYHOLDER NOTICE The Philadelphia Indemnity Insurance Company has recently bound your commercial auto, general liability, or professional liability insurance policy. We look forward to serving both your underwriting and loss control needs and expectations while being insured with Philadelphia Indemnity Insurance Company Philadelphia Indemnity Insurance Company is required to inform its policyholders of certain risk management services available as required under provisions of Articles 5.06-4, 5.15-2,3 of the Texas Insurance Code (TIC). These services include loss control surveys, location specific risk assessments and consultations, recommendation reporting, technical loss control training materials, and on-site safety training. In addition, the risk management program includes guidelines for the following areas: A. Safety Measures, including, as applicable, the following areas: 1. Fleet and general liability safety practices 2. Accidental occurrences 3. Fire hazards and fire prevention and detection 4. Liability for acts from the course of business 5. Slip and fall hazards 6. Product Injury 7. Hazards unique to a particular class of policyholders B. Insured training in safety management techniques C. Safety management counseling services Additional safety and risk management information is also available via the internet at www.i)hlv.com. Please register with your account information to obtain immediate access. If you would like additional information about our Loss Control services, please call the Philadelphia Indemnity Insurance Company Loss Control Department at (800) 873-4552 opt. #4. If you have any questions about this requirement, you may call the Texas Department of Insurance at 800 578-4677. PI -BELL -1 TX (11/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BELL ENDORSEMENT PHILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 A Member of the Tokio Marine Group PH LY. com Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. COVERAGE LIMITS OF INSURANCE Conference Cancellation $25,000 Donation Assurance $50,000 Emergency Real Estate Consulting Fee $50,000 Fundraising Event Blackout $25,000 Identity Theft Expense $50,000 Image Restoration and Counseling $50,000 Key Individual Replacement Expenses $50,000 Kidnap Expense $50,000 Political Unrest $5,000 per employee: $25,000 policy limit Temporary Meeting Space Reimbursement $25,000 Terrorism Travel Reimbursement $50,000 Travel Delay Reimbursement $1,500 Workplace Violence Counseling $50,000 Page 1 of 8 C 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. B. Limits of Liability or Limits of Insurance 1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy, the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy. 2. Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. Ill. ADDITIONAL COVERAGES A. Conference Cancellation We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a "natural catastrophe" or a "communicable disease" outbreak that forces the cancellation of the conference. With respect to a conference cancellation claim, it is further agreed as follows: 1. The insured employee must have registered for the conference at least thirty (30) days prior to the cancellation; and 2. The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. B. Donation Assurance If the insured is a 501(c)(3) status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for "failed donation claim(s)." With respect to any "failed donation claim," it is further agreed as follows: Page 2 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) 1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7) years prior to the time said pledge was made to the insured; 2. For non-cash donations, our payment of a "failed donation claim" shall be based on the fair market value of said non-cash donation at the time of the "failed donation claim"; 3. In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the "failed donation claim": a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and b. The donor shall be unemployed for at least sixty (60) days prior to a claim being submitted by the insured; 4. No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and 5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. C. Emergency Real Estate Consulting Fee We will reimburse the insured any realtor's fee or real estate consultant's fee necessitated by the insured's need to relocate due to the "unforeseeable destruction" of the insured's "principal location" listed in the Declarations during the policy period. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. D. Fundraising Event Blackout We will reimburse the insured for "fundraising expenses" that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re -scheduled. The fundraising event must have been planned at least thirty (30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. E. Identity Theft Expense We will reimburse any present director or officer of the named insured for "identity theft expenses" incurred as the direct result of any "identity theft" first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured's first policy with us. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. F. Image Restoration and Counseling We will reimburse the insured for expenses incurred for image restoration and counseling arising out of "improper acts" by any natural person. Page 3 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) Covered expenses are limited to: 1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured; 2. The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of "improper acts"; and 3. The costs of restoring the named insured's reputation and consumer confidence through image consulting. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. G. Key Individual Replacement Expenses We will pay "key individual replacement expenses" if the Chief Executive Officer or Executive Director suffers an "injury" during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of $50,000 or ten (10) times the annual premium paid for this policy. No deductible applies to this coverage. H. Kidnap Expense We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, "domestic partner," parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim. Reasonable fees will include: 1. Fees and costs of independent negotiators; 2. Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat; 3. Travel costs and accommodations incurred by the named insured; 4. Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and 5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of: a. Up to thirty (30) days after their release, if the director or officer has not yet returned to work; b. Discovery of their death; c. One hundred twenty (120) days after the last credible evidence following abduction that they are still alive; or d. Twelve (12) months after the date of the kidnapping. The limit of insurance for this coverage is $50,000 each policy period for all insureds combined. Page 4 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) No deductible applies to this coverage. I. Political Unrest Coverage We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for "emergency evacuation expenses" that are incurred as a result of an incident of "political unrest." This "political unrest" must occur during the policy period. No coverage is granted for travel to countries in a state of "political unrest" at the time of departure of the travel. The limit of insurance for this coverage is $5,000 per covered person, subject to a maximum of $25,000 per policy period for all insureds combined. No deductible applies to this coverage. J. Temporary Meeting Space Reimbursement We will reimburse the insured for rental of meeting space which is necessitated by the temporary unavailability of the insured's primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporary meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. K. Terrorism Travel Reimbursement We will reimburse any present director or officer of the named insured in the event of a "certified act of terrorism" during the policy period which necessitates that he/she incurs "emergency travel expenses." The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. L. Travel Delay Reimbursement We will reimburse any present director or officer of the named insured for any "non - reimbursable expenses" they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage. M. Workplace Violence Counseling We will reimburse the insured for emotional counseling expenses incurred directly as a result of a "workplace violence" incident at any of the insured's premises during the policy period. The emotional counseling expenses incurred must have been for: 1. Your employees who were victims of, or witnesses to the "workplace violence"; 2. The spouse, "domestic partner," parents or children of your employees who were victims of, or witnesses to the "workplace violence"; and 3. Any other person or persons who directly witnessed the "workplace violence" incident. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. IV. DEFINITIONS For the purpose of this endorsement, the following definitions apply: Page 5 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) A. "Certified act of terrorism" means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions. B. "Communicable disease" means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire's Disease. C. "Domestic partner" means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured. D. "Emergency evacuation expenses" mean: 1. Additional lodging expenses; 2. Additional transportation costs; 3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of "political unrest"; and 4. Translation services, message transmittals and other communication expenses. provided that these expenses are not otherwise reimbursable. E. "Emergency travel expenses" mean: 1. Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of a "certified act of terrorism"; and 2. The increased amount incurred which may result from re -scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a "certified act of terrorism"; provided that these expenses are not otherwise reimbursable. F. "Failed donation claim" means written notice to the insured during the policy period of: 1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or 2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured. G. "Fundraising expenses" mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you. H. "Identity theft" means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer (or spouse or "domestic partner" thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local Page 6 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) law. I. "Identity theft expenses" mean: 1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies; 2. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; and 3. Loan application fees for re -applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. J. "Improper acts" means any actual or alleged act of: 1. Sexual abuse; 2. Sexual intimacy; 3. Sexual molestation; or 4. Sexual assault; committed by an insured against any natural person who is not an insured. Such "improper acts" must have been committed by the insured while in his or her capacity as an insured. K. "Injury" means any physical damage to the body caused by violence, fracture or an accident. L. "Key individual replacement expenses" mean the following necessary expenses: 1. Costs of advertising the employment position opening; 2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. M. "Natural catastrophe" means hurricane, tornado, earthquake or flood. N. "Non -reimbursable expenses" means the following travel -related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. Meals and lodging; 2. Alternative transportation; 3. Clothing and necessary toiletries; and 4. Emergency prescription and non-prescription drug expenses. O. "Political unrest" means: Page 7 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -BELL -1 TX (11/09) 1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States; 2. A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or 3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government's ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. P. "Principal location" means the headquarters, home office or main location where most business is substantially conducted. Q. "Unforeseeable destruction" means damage resulting from a "certified act of terrorism," fire, collision or collapse which renders all of the insured's "principal locations" completely unusable. R. "Workplace violence" means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily "injury" or death of any person while on the insured's premises. Page 8 of 8 © 2009 Philadelphia Indemnity Insurance Company PI -CME -1 (10/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CRISIS MANAGEMENT ENHANCEMENT ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: Solely for the purpose of this endorsement: 1) The words 'you" and "your' refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. 2) The words "we," "us" and 'bur' refer to the company providing this insurance. SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS The following is the Limit of Liability provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. Crisis Management Expense CONDITIONS A. Applicability of Coverage $25,000 Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. All other terms and conditions of the policy or coverage part to which this endorsement is attached remain unchanged. B. Limits of Liability or Limits of Insurance When coverage is provided by this endorsement and any other coverage form or endorsement attached to this policy, 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 Liability or Limit of Insurance. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. We will reimburse you for "crisis management emergency response expenses" incurred because of an "incident' giving rise to a "crisis" to which this insurance applies. The amount of such reimbursement is limited as described in Section II. CONDITIONS, B. Limits of Liability or Limits of Insurance. No other obligation or liability to pay sums or perform acts or services is covered. B. We will reimburse only those "crisis management emergency response expenses" which are incurred during the policy period as shown in the Declarations of the policy to which this coverage is attached and reported to us within six (6) months of the date the "crisis" was initiated. Page 1 of 2 PI -CME -1 (10/09) IV. DEFINITIONS A. "Crisis" means the public announcement that an "incident' occurred on your premises or at an event sponsored by you. B. "Crisis management emergency response expenses" mean those expenses incurred for services provided by a "crisis management firm." However, "crisis management emergency response expenses" shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your employees, nor shall "crisis management emergency response expenses" include any expenses that are payable on your behalf or reimbursable to you under any other valid and collectible insurance. C. "Crisis management firm" means any service provider you hire that is acceptable to us. Our consent will not be unreasonably withheld. D. 'Incident' means an accident or other event, including the accidental discharge of pollutants, resulting in death or serious bodily injury to three or more persons. E. "Serious bodily injury" means any injury to a person that creates a substantial risk of death, serious permanent disfigurement, or protracted loss or impairment of the function of any bodily member or organ. Page 2 of 2 Philadelphia Insurance Companies FLEXI PLUS FIVE Not -for -Profit Organization Directors & Officers Liability Insurance Employment Practices Liability Insurance Fiduciary Liability Insurance Workplace Violence Insurance Internet Liability Insurance One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax: 610.617.7940 PI -NPD -2 (01/02) FLEXI PLUS FIVE NOT-FOR-PROFIT ORGANIZATION DIRECTORS & OFFICERS LIABILITY INSURANCE EMPLOYMENT PRACTICES LIABILITY INSURANCE FIDUCIARY LIABILITY INSURANCE WORKPLACE VIOLENCE INSURANCE INTERNET LIABILITY INSURANCE EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS IS A CLAIMS -MADE POLICY. CLAIMS -MADE POLICIES ONLY COVER THOSE CLAIMS MADE AGAINST THE INSURED DURING THE POLICY PERIOD. In consideration of the premium paid and in reliance upon all statements made and information furnished to the Underwriter, including all statements made in the Application, the Underwriter agrees to provide coverage as shown in the Declarations and described as follows: Part 1 Not -for -Profit Organization Directors & Officers Liability Insurance (To be read in conjunction with the Common Policy Definitions, Exclusions, and Conditions Sections, Parts 6, 7, 8 below) INSURING AGREEMENTS A. The Underwriter will pay on behalf of the Individual Insured, Loss from Claims made against Individual Insureds during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for D&O Wrongful Acts, except to the extent the Organization has indemnified the Individual Insureds for such Loss. B. The Underwriter will pay on behalf of the Organization, Loss from Claims made against Individual Insureds during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for D&O Wrongful Acts, if the Organization has indemnified such Individual Insureds for such Loss. C. The Underwriter will pay on behalf of the Organization, Loss from Claims made against the Organization during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for a D&O Wrongful Act. DEFINITIONS A. D&O Wrongful Act means any actual or alleged: Act, error, omission, misstatement, misleading statement, neglect, breach of duty or Personal & Advertising Injury committed or attempted by an Individual Insured in his/her capacity as an Individual Insured; or by the Organization; or 2. Act, error, omission, misstatement, misleading statement, neglect, breach of duty or Personal & Advertising Injury committed or attempted by an Individual Insured while Page 1 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) serving as a director, officer, governor or trustee of any Outside Entity, if such service is at the written request or direction of the Organization. However, D&O Wrongful Act does not include an Employment Practice Act, Fiduciary Liability Act, or Internet Liability Act. B. Outside Entity means: 1. Any not-for-profit entity described in Section 501(c) of the Internal Revenue Code of 1986 (as amended); or 2. Any other entity listed as an Outside Entity in an endorsement to this Policy. C. Personal & Advertising Injury means any actual or alleged: 1. False arrest, detention or imprisonment, or malicious prosecution; or 2. Oral or written publication of material that slanders or libels a person or entity or disparages a person's or entity's goods, products or services; or 3. Oral or written publication of material that violates a person's right of privacy; or 4. Wrongful eviction or entry or other invasion of the right of privacy; or 5. Misappropriation of advertising ideas, unauthorized use of title or slogan, or plagiarism; or 6. Infringement of copyright or trademark. III. EXCLUSIONS The Underwriter shall not be liable under this Part 1 to make any payment for Loss in connection with any Claim made against an Insured: A. Arising out of, based upon or attributable to any actual or alleged infringement of any patent or misappropriation of trade secrets; B. Arising out of, based upon or attributable to any actual or alleged: 1. Publication or utterance of material by or at the direction of such Insured with knowledge of its falsity; or 2. Composing, editing, designing, publishing, distributing or printing periodicals, advertisements or other materials by the Insured for another party if such activity is not in connection with and not a regular part of the Insured's own publications; or 3. Failure of goods, products or services to conform with advertised quality or performance; or 4. Wrong description of the price of goods, products or services; C. Arising out of, based upon or attributable to any actual or alleged breach of contract or agreement. However, this exclusion shall not apply to the following: 1. Liability of the Insured which would have attached even in the absence of such contract or agreement; or Page 2 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) 2. Defense Costs. IV. PRESUMPTIVE INDEMNIFICATION If the Organization is permitted or required by common or statutory law, but fails to indemnify the Insured for Loss (except by reason of its financial insolvency), any payment by the Underwriter of such Loss shall be subject to the Insuring Agreement C Retention amount set forth in Item 4.(A) of the Declarations. The charter, by-laws, shareholder and board of director's resolutions of the Organization shall be deemed to provide indemnification for such Loss to the fullest extent permitted by law. Part 2 Employment Practices Liability Insurance (To be read in conjunction with the Common Policy Definitions, Exclusions, and Conditions Sections, Parts 6, 7, 8 below) I. INSURING AGREEMENTS A. The Underwriter will pay on behalf of the Insured, Loss from Claims made against the Insured during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for an Employment Practices Act. Il. DEFINITIONS A. Employment Practice Act means any actual or alleged: 1. Wrongful dismissal, discharge or termination of employment; 2. Breach of a written or oral employment contract or implied employment contract; 3. Employment related misrepresentation; 4. Wrongful failure to promote; 5. Violation of employment discrimination laws (including harassment); 6. Wrongful deprivation of a career opportunity; 7. Employment related wrongful discipline; 8. Negligent employee evaluation; 9. Employment related invasion of privacy; 10. Employment related defamation (including libel and slander); 11. Sexual or workplace harassment of any kind; 12. Constructive discharge of employment; 13. Employment related retaliation; 14. Employment related humiliation; Page 3 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) 15. Wrongful demotion; 16. Negligent reassignment; 17. Violation of any federal, state or local civil rights laws; and committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or by the Organization. Solely with respect to any Claim brought by or on behalf of any Third Party, Employment Practices Act means any actual or alleged wrongful failure to employ, discrimination, sexual harassment or violation of such Third Party's civil rights in relation to such wrongful failure to employ, discrimination or sexual harassment, whether direct, indirect, or unintentional, committed by an Individual Insured in his/her capacity as an Individual Insured or by the Organization. However, Employment Practices Act does not include a D&O Wrongful Act, Fiduciary Liability Act, or Internet Liability Act. B. Third Party means any natural person who is an active or current customer, supplier, vendor, applicant, business invitee or other client of the Organization. III. EXCLUSIONS The Underwriter shall not be liable under this Part 2 to make any payment for Loss in connection with any Claim made against the Insured: A. Arising out of, based upon or attributable to any failure to comply with any law concerning Workers Compensation, Unemployment Insurance, Social Security, Disability Benefits or any similar laws; however, this exclusion shall not apply to any Claim for retaliatory treatment against any Individual Insured who is attempting to exercise his/her rights under the above laws; B. Arising out of, based upon or attributable to any violation of any of the responsibilities, obligations, or duties imposed by the National Labor Relations Act (including the Labor Management Relations Act of 1947), Fair Labor Standards Act (except the Equal Pay Act), Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, Worker Adjustment and Retraining Notification Act; or any amendments to or rules, regulations or orders promulgated pursuant to these laws, or similar provisions of any federal, state or local statutory or common law; however, this exclusion shall not apply to any Claim for retaliatory treatment against any Individual Insured who is attempting to exercise his/her rights under the above statute, law, rule, regulation or order; C. Arising out of, based upon or attributable to a lockout, strike, picket line, replacement or other similar action resulting from labor disputes, labor negotiations, or collective bargaining agreements; D. Arising out of, based upon or attributable to obligations or payments owed under (i) an express (written or verbal) contract of employment, (ii) an agreement to make payments in the event of the termination of employment, or (iii) an agreement to assume another's liability; however, this exclusion does not apply to any of the following: Liability of the Organization which would have attached even in the absence of such contract or agreement; or Page 4 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) 2. Defense Costs. E. To the extent such Loss constitutes employment related benefits, stock options, perquisites, deferred compensation or any other type of compensation earned by the claimant in the course of employment or the equivalent value thereof; however, this exclusion shall not apply to front pay or back pay. Part 3 Fiduciary Liability Insurance (To be read in conjunction with the Common Policy Definitions, Exclusions, and Conditions Sections, Parts 6, 7, 8 below) INSURING AGREEMENTS A. The Underwriter will pay on behalf of the Insured, Loss from Claims made against the Insured during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for a Fiduciary Liability Act. DEFINITIONS A. Administration means: (i) giving counsel to employees, beneficiaries or participants regarding any Benefit Plan, (ii) providing interpretations and handling records in connection with any Benefit Plan, or (iii) effecting enrollment, termination or cancellation of employees or participants under any Benefit Plan. B. Benefit Plan means: 1. Any Welfare Benefit Plan which was, is now or becomes sponsored by the Organization solely for the benefit of the employees of the Organization; 2. Any Pension Benefit Plan which was, on or prior to the effective date of this Policy, sponsored by the Organization solely for the benefit of the employees of the Organization, provided that coverage was available in respect of such Pension Benefit Plan under any policy of which this Policy is a renewal or replacement and such Pension Benefit Plan has been reported in writing to the Underwriter as part of the Application; 3. Any Pension Benefit Plan created or acquired (through merger, consolidation or otherwise) during the Policy Period by the Insured solely for the benefit of the employees of the Organization, but only upon the condition that within 90 days after such creation or acquisition, the Insured shall have (i) provided written notice to the Underwriter of such newly created Pension Benefit Plan, and (ii) agreed to any additional terms and paid any additional premium required by the Underwriter in its sole discretion; 4. Any government -mandated benefit program for Workers Compensation, Unemployment, Social Security or Disability Benefit for employees of the Organization. Coverage for Benefit Plans which are sold, terminated or spun -off during or prior to the Policy Period shall apply only with respect to any Fiduciary Liability Act occurring prior to the date of such sale or spin-off, or in the case of termination, prior to the final date of asset distribution of such Benefit Plan. However, Benefit Plan does not include any multi-employer plan. Page 5 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) C. Fiduciary Liability Act means any actual or alleged: Breach by an Insured of the responsibilities, obligations or duties imposed upon fiduciaries of any Benefit Plan by ERISA; or 2. Negligent act, error or omission by an Insured solely in the Administration of any Benefit Plans. However, Fiduciary Liability Act does not include a D&O Wrongful Act or an Internet Liability Act. D. Pension Benefit Plan means any employee pension benefit plan, as defined in ERISA. E. Welfare Benefit Plan means any employee welfare benefit plan, as defined in ERISA. III. EXCLUSIONS The Underwriter shall not be liable under this Part 3 to make any payment for Loss in connection with any Claim made against the Insured: A. Arising out of, based upon or attributable to the actual or alleged failure to collect or fund contributions owed to any Benefit Plan; or for the return or reversion to any employer of any contribution to or asset of a Benefit Plan; B. To the extent such Loss constitutes benefits due or to become due under a Benefit Plan or benefits which would be due under a Benefit Plan if its terms complied with all applicable law; however, this exclusion shall not apply to Defense Costs; C. Arising out of, based upon or attributable to any failure or omission to effect and maintain insurance or bonding for the property or assets of any Benefit Plan; D. Arising out of, based upon or attributable to any liability of others assumed by the Insured under any contract or agreement, other than any contract or agreement establishing a Benefit Plan. Part 4 Workplace Violence Insurance (To be read in conjunction with the Common Policy Definitions, Exclusions, and Conditions Sections, Parts 6, 7, 8 below) INSURING AGREEMENTS A. The Underwriter will pay on behalf of the Organization any Violence Damage, resulting from a Workplace Violence Act occurring during the Policy Period and reported to the Underwriter pursuant to the terms of this Policy. DEFINITIONS A. Violence Damage means: Business Interruption Expense 2. Public Image Restoration Expense Page 6 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) 3. Workplace Violence Expense B. Business Interruption Expense means the amount calculated as set forth below for a period of time commencing on the day the Workplace Violence Act occurs until the earlier of ninety (90) days following such date, or until the Organization restores operations with due diligence and dispatch to the level that existed prior to the Workplace Violence Act: The sum of: a. Net profits before income taxes that would have been earned had no Workplace Violence Act occurred; and b. The actual cost of continuing the activities which are necessary for the Organization to resume operations with substantially the same quality of service which existed immediately preceding the Workplace Violence Act; and c. Reasonable expenses which would not have been incurred except for such Workplace Violence Act and which were incurred by the Organization for the sole purpose of reducing Business Interruption Expense described in B.1. (a. or b.) above, not to exceed the amount of actual reduction of such Business Interruption Expense;and 2. Less the sum of: a. All recoveries, other insurance, suretyship and other indemnity which cover Business Interruption Expense described in B.1. above; and b. The amount by which the Organization reasonably could have but fails to reduce Business Interruption Expense described in B.1. above. C. Public Image Restoration Expense means reasonable fees and expenses for, or cost of: 1. An independent public relations consultant for up to ninety (90) days following the date the Workplace Violence Act occurs; 2. An independent security consultant for up to ninety (90) days following the date the Workplace Violence Act occurs; 3. A counseling seminar for Individual Insureds conducted by an independent consultant following the Workplace Violence Act; 4. Independent security guard service for up to thirty (30) days following the date the Workplace Violence Act occurs; 5. An independent forensic analyst for up to ninety (90) days following the date the Workplace Violence Act occurs; D. Workplace Violence Expense means the reasonable fees and expenses for, or cost of: 1. The Salary or Wages, for up to ninety (90) days following the date the Workplace Violence Act occurs, that the Organization pays Individual Insureds victimized by Workplace Violence Acts and unable to continue to work because of such Workplace Violence Acts. The Salary or Wages in effect at the time of the Workplace Violence Act shall apply; Page 7 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) 2. The Salary or Wages, for up to ninety (90) days following the date the Workplace Violence Act occurs, that the Organization pays a newly hired person(s) to conduct the duties of Individual Insureds victimized by Workplace Violence Acts and who is/are unable to continue to work because of such Workplace Violence Acts; however such Salary or Wages shall not exceed the Salary or Wages of the victimized Individual Insured in effect at the time of the Workplace Violence Act. E. Workplace Violence Act means any actual or alleged intentional and unlawful use of, or threat to use, deadly force with an intent to cause harm at the Premises. F. Premises means any building, facility or property occupied by the Organization in conducting its operations. G. Salary or Wages means compensation the Organization pays an Individual Insured, including but not limited to bonus, commission, incentive payments, and the cost of health, welfare and pension benefits. III. EXCLUSIONS The Underwriter shall not be liable under this Part 4 to make any payment for Violence Damage: A. Arising out of, based upon or attributable to war, invasion, insurrection, riot, rebellion, revolution, civil war, or military action; B. Arising out of, based upon or attributable to a Workplace Violence Act which occurs at any location other than the Premises; C. Arising out of, based upon or attributable to the use or threat of force or violence occurring on the Premises for the purpose of demanding money, securities or property; D. Arising out of, based upon or attributable to a Workplace Violence Act occurring prior to the Prior and Pending Date shown in Item 5. of the Declarations. Part 5 Internet Liability Insurance (To be read in conjunction with the Common Policy Definitions, Exclusions, and Conditions Sections, Parts 6, 7, 8 below) INSURING AGREEMENTS A. The Underwriter will pay on behalf of the Organization, Loss from Claims made against the Organization during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for an Internet Liability Act. II. DEFINITIONS A. Internet Activity means any display, transmission, dissemination, or other use of Matter on an Internet Site. B. Internet Site means the internet address(es) shown in Item 1. of the Declarations. C. Matter means printed, verbal, numerical, audio or visual expression, or any other expression, regardless of the medium upon which such expression is fixed. Page 8 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) D. Product means any tangible property offered for sale or otherwise disseminated by or through any Insured. E. Internet Liability Act means any actual or alleged act, error, or omission committed or attempted by an Insured in their capacity as an Insured solely in connection with Internet Activity by or on behalf of the Organization, including: Libel, slander, or oral or written publication of defamatory or disparaging material; or 2. Invasion of or interference with the right of privacy; or 3. Infringement of copyright, service mark, trademark, trade dress or trade name or title or slogan or improper use of literary or artistic titles, formats or performances. III. EXCLUSIONS The Underwriter shall not be liable under this Part 5 to make any payment for Loss in connection with any Claim made against the Insured: A. Arising out of, based upon or attributable to any actual or alleged price fixing, restraint of trade, monopolization, unfair trade practices or any violation of the Federal Trade Commission Act, the Sherman Anti -Trust Act, the Clayton Act, or any other federal statutory provision involving anti- trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities, and any amendments thereto; or any rules and regulations promulgated thereunder or in connection with such statutes; or any similar provision of any federal, state, or local statutory law or common law anywhere in the world; B. Arising out of, based upon or attributable to any actual or alleged breach of contract or agreement, or for liability assumed by the Organization under a contract or agreement; however, this exclusion shall not apply to any of the following: 1. Liability of the Organization which would have attached even in the absence of such contract or agreement; 2. Defense Costs; C. Arising out of, based upon or attributable to any actual or alleged: Wrong description of the price or authenticity of a Product; or 2. Failure of any Product to conform with advertised quality or performance; or 3. Sale or offer for sale of any Product that infringes upon the name, design or logo of another entity's Product; D. Arising out of, based upon or attributable to any actual or alleged infringement of any patent or misappropriation of trade secrets; E. To the extent such Loss constitutes amounts charged to or due from clients or customers of the Organization, or the value of any electronic fund transfer or transaction by or on behalf of the Organization which is lost or damaged during transfer into, from or between Organization accounts; F. Brought or maintained by or on behalf of any federal, state, or local regulatory agency or other administrative body alleging the violation of any federal, state or local laws or regulations; Page 9 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) G. Arising out of, based upon or attributable to the development, distribution, dissemination, installation, implementation, operation, maintenance and/or filtering software, or of policies, equipment or procedures for establishing or managing a secure method for exchanging electronic information; H. Arising out of, based upon or attributable to any costs, expenses or other payment incurred by the Insured or others in connection with the withdrawal or recall from the marketplace of the Insured's Products, including other products which incorporated the Insured's Products; Arising out of, based upon or attributable to coupons, price discounts, prizes, awards, or any other valuable consideration given in excess of the total contracted or expected amount; J. Arising out of, based upon or attributable to (i) a computer virus, (ii) the unauthorized access to or use of a computer, computer system or computer network, or (iii) the inability of an authorized Third Party to access services provided by the Organization through the Internet Site. Part 6 Common Policy Definitions A. Application means: The Application for this Policy, including any material submitted therewith; and 2. The Application(s), including any material submitted therewith, for all previous policies issued by the Underwriter of which this Policy is a direct or indirect renewal or replacement, all of which shall be deemed a part of this Policy as if physically attached hereto. B. Claim means for the purpose of Parts 1, 2, 3, and 5: 1. Any written demand for monetary or non -monetary relief; or 2. Any judicial, civil, administrative, regulatory, or arbitration proceeding (including any appeal therefrom), which subjects an Insured to a binding adjudication of liability for monetary or non -monetary relief for a Wrongful Act; or 3. Any written request to toll or waive any statute of limitations applicable to any actual or potential suit or cause of action against an Insured. However, Claim shall not include a labor or grievance proceeding pursuant to a collective bargaining agreement. C. Damages means a monetary judgment, award or settlement including punitive, exemplary or multiple portion thereof, or, with respect to Part 4 (Workplace Violence Insurance), Violence Damage. D. Defense Costs means: Any reasonable and necessary legal fees and expenses incurred in the defense of a Claim, whether by the Insured with the Underwriter's consent or directly by the Underwriter, in the investigation, adjustment, defense and appeal of a Claim, except that Defense Costs shall not include: Page 10 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) a. Any amounts incurred in defense of any Claim for which any other insurer has a duty to defend, regardless of whether or not such other insurer undertakes such duty; or b. Salaries, wages, overhead or benefit expenses associated with any Insured except as specified in subparagraph 2. below; or Salaries, wages, overhead or benefit expenses associated with employees of the Underwriter. 2. A $250 per day per Individual Insured supplemental payment for the attendance at the request or with the consent of the Underwriter by such Individual Insured at hearings, trials or depositions. Such payment shall not exceed $5000 in the aggregate for all Individual Insureds in each Claim. E. ERISA means the Employee Retirement Income Security Act of 1974, as amended, any similar federal, state, local or common law, and any rules and regulations promulgated thereunder. F. Individual Insured means: 1. Any individual who has been, now is or shall become a director, officer, governor, trustee, equivalent executive, employee (whether salaried or not), volunteer, leased or temporary employee, or committee member of the Organization or, solely with respect to Part 3 (Fiduciary Liability Insurance), of any Benefit Plan; 2. The lawful spouse of a director, officer, governor, trustee, or equivalent executive of the Organization, but only for actual or alleged Wrongful Acts of such executive for which such spouse may be liable as the spouse of such executive; 3. The estate, heirs, legal representatives or assigns of a deceased director or officer, or the legal representatives or assigns of such a person who is incompetent, but only for Wrongful Acts of the person described in 1. above which, in the absence of such death or incompetence, would have been covered by this Policy; 4. With respect to an Organization chartered outside the United States of America, any individual who has been, now is or shall become a person serving in a position with such Organization that is equivalent to any position described in 1. above. G. Insured means the Organization and Individual Insured. H. Interrelated Wrongful Act means any causally connected Wrongful Act or any series of the same, similar or related Wrongful Acts. Loss means: Damages; 2. Defense Costs; but Loss does not include: Criminal or civil fines or penalties imposed by law except that solely with respect to Part 3 (Fiduciary Liability Insurance) Loss includes fines or penalties imposed under Section 502 (i) and (1) of ERISA; or 2. Taxes; or Page 11 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) 3. Matters deemed uninsurable under the law to which this Policy shall be construed; or 4. Any amounts other than Defense Costs, which an Insured is obligated to pay as a result of a Claim seeking relief or redress in any form other than monetary damages; or 5. Any costs other than Defense Costs associated with any accommodation required pursuant to the Americans With Disabilities Act, the Civil Rights Act of 1964, rules or regulations promulgated thereunder, amendments thereto, or similar provisions of any federal, state or local law or common law. Organization means: The Parent Organization, 2. Any Subsidiary, and 3. Solely with respect to Part 3 (Fiduciary Liability Insurance), any Benefit Plan. K. Parent Organization means the first entity named in Item 1. of the Declarations. L. Policy Period means the period of time specified in Item 2. of the Declarations. M. Subsidiary means: 1. Any not-for-profit entity for which, on or before the inception of the Policy Period, the Parent Organization has the right to elect or select a majority of the directors or trustees, provided such entity is identified as a Subsidiary in the Application; 2. Any not-for-profit entity for which, after the inception of the Policy Period, the Parent Organization has the right to elect or select a majority of the directors or trustees, and whose assets total less than 35% of the total consolidated assets of the Parent Organization as of the inception date of this Policy Period. The Parent Organization shall provide the Underwriter with full particulars of the new Subsidiary before the end of the Policy Period; Any not-for-profit entity for which, after the inception of the Policy Period, the Parent Organization has the right to elect or select a majority of the directors or trustees, and whose assets total 35% or more of the total consolidated assets of the Parent Organization as of the inception date of this Policy Period; but only upon the condition that before the end of the Policy Period or within 90 days from having the right to elect or select a majority of the directors or trustees, whichever is lesser, the Parent Organization shall have provided the Underwriter with full particulars and agreed to any additional premium and/or amendment of the provisions of this Policy; 4. Any for profit entity or the directors, officers, or trustees of a for profit entity for which, the Underwriter, at its sole discretion, agrees by written endorsement to provide coverage upon such terms or additional premium charged. Further, coverage as shall be afforded by paragraphs 3. and 4. above, is conditioned upon the Parent Organization paying when due any applicable additional premium required by the Underwriter relating to such new Subsidiary. N. Underwriter means the stock insurance company check marked on the Declarations of this Policy. Page 12 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) O. Wrongful Act means: 1. With respect to Part 1, any D&O Wrongful Act, 2. With respect to Part 2, any Employment Practices Act, 3. With respect to Part 3, any Fiduciary Liability Act, 4. With respect to Part 5, any Internet Liability Act. Part 7 Common Policy Exclusions The Underwriter shall not be liable to make any payment for Loss in connection with any Claim made against the Insured: A. Arising out of, based upon or attributable to such Insured gaining any profit, remuneration or advantage to which they were not legally entitled; however, this exclusion shall only apply if a final and non -appealable judgment or adjudication establishes the Insured committed such act or omission; B. Arising out of, based upon or attributable to any dishonest or fraudulent act or omission or any criminal act or omission by such Insured; however, this exclusion shall only apply if a final and non -appealable judgment or adjudication establishes the Insured committed such act or omission. This exclusion shall not apply to a Workplace Violence Act under Part 4 (Workplace Violence Insurance); No Wrongful Act of any Insured shall be imputed to any Individual Insured for the purpose of determining the applicability of Exclusions A. and B. above. C. Arising out of, based upon or attributable to the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water, or any cost or expense arising out of any governmental direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any pollutants; D. Arising out of, based upon or attributable to any bodily injury or property damage regarding tobacco smoke, asbestos or mold including, without limitation, the use, exposure, presence, existence, detection, removal, elimination or avoidance of tobacco smoke, asbestos or mold to any persons and in any environment, building or structure; E. Arising out of, based upon or attributable to the radioactive, toxic, or explosive properties of nuclear material which includes, but is not limited to, Source Material, Special Nuclear Material and Byproduct Material as those terms are defined in the Atomic Energy Act of 1954 and any amendments thereto, and any similar provisions of any federal, state or local statutory or common law; F. Arising out of, based upon or attributable to: 1. Any litigation or demand against an Insured pending on or before the respective Prior and Pending Date set forth in Item 5. of the Declarations, or the same or essentially the same facts as alleged in such prior litigation; or Page 13 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) 2. Any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given under any other policy of insurance prior to inception of this Policy; or 3. Any Wrongful Act, fact, circumstance or situation of which, as of the respective Prior and Pending Date set forth in Item 5. of the Declarations, the Insured had knowledge and from which the Insured could reasonably expect a Claim to arise. G. Arising out of, based upon or attributable to the insolvency, conservatorship, receivership, bankruptcy or liquidation of any bank, banking firm, broker, dealer, investment company, investment banker, insurance company, or other entity of a similar nature; or the failure to pay or suspension of payment by any such entity; H. To the extent such Loss constitutes Defense Costs in a Claim directly or indirectly by, on behalf of, or for the benefit of any insurance carrier or bond carrier of the Insured or any affiliate of the Insured, regardless of in whose name such Claim is actually made; For any actual or alleged bodily injury, mental anguish, emotional distress, sickness, disease or death of any person, or damage to or destruction of any tangible property including loss of use thereof; however, this exclusion shall not apply to Part 4 (Workplace Violence Insurance) or to mental anguish or emotional distress under Part 2 (Employment Practices Liability Insurance); Brought or maintained by, at the behest, or on behalf of the Organization; K. For any actual or alleged violation of the responsibilities, obligations or duties imposed by ERISA; however, this exclusion shall not apply to Part 3 (Fiduciary Liability Insurance); L. For a Wrongful Act committed or attempted by a Subsidiary, Benefit Plan or an Individual Insured of a Subsidiary or Benefit Plan before such entity or plan became an Insured or after the entity or plan ceased to be an Insured; M. For service by the Individual Insured in any position or capacity in any entity other than the Organization, a Benefit Plan or an Outside Entity, even if the Organization directed or requested the Individual Insured to serve in such other position or capacity. Part 8 Common Policy Conditions LIMITS OF LIABILITY Regardless of the number of Insureds involved, Claims made or Workplace Violence Acts committed, the Underwriter's liability under the Policy is limited as follows: A. With respect to coverage under Part 1 of this Policy, the Underwriter's maximum aggregate liability under Part 1 for all Damages on account of all Claims made during the Policy Period, whether covered under Insuring Agreement A, B or C, shall be the Limit of Liability for each Policy Period as set forth in Item 3.(A) of the Declarations. B. With respect to coverage under Part 2, Part 3, Part 4, or Part 5 of this Policy, the Underwriter's maximum aggregate liability for all Damages on account of all Claims made, and all Workplace Violence Acts taking place, during the Policy Period shall be the Limit of Liability for each Policy Period as set forth in Item 3.(B), 3.(C), 3.(D) or 3.(E), respectively, of the Declarations. Page 14 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) C. The Underwriter's maximum aggregate liability for all Damages on account of all Claims first made, and all Workplace Violence Acts taking place, during the Policy Period under all purchased Parts, combined, shall be the Aggregate Limit of Liability set forth in Item 3.(F) of the Declarations. The Limits of Liability set forth in Item 3.(A), 3.(B), 3.(C), 3.(D) and 3.(E) are sub - limits which do not increase the Underwriter's maximum liability as set forth in Item 3.(F). D. Defense Costs is in addition to and is not part of the Limit of Liability specified in Item 3. of the Declarations. Payment by the Underwriter of Defense Costs incurred on account of any Claim shall not serve to reduce the Limit of Liability stated in Item 3. of the Declarations, but the Underwriter is not obligated to pay any Defense Costs after the applicable Limit of Liability has been exhausted by payment of Damages. E. The Limit of Liability for any Extension Period, if applicable, shall be a part of and not in addition to the respective Limit of Liability applicable to the Policy Period. II. RETENTION CLAUSE A. The Underwriter shall only be liable for that portion of Loss arising from each Claim or Workplace Violence Act which is in excess of the respective Retention stated in Item 4. of the Declarations. Such Retention shall be borne by the Insured, uninsured and at their own risk, provided no Retention shall apply to Loss incurred by Individual Insureds for which the Organization is not permitted or required to indemnify the Individual Insured or is financially unable to do so. A single Retention shall apply to Loss arising from all Claims alleging Interrelated Wrongful Acts and all related Workplace Violence Acts. III. DEFENSE AND SETTLEMENT A. The Insured and not the Underwriter shall have the responsibility to defend any Claim. However, the Insured shall have the right, as soon as practicable after a Claim is first made, to tender the defense of such Claim to the Underwriter. Upon written notice to the Underwriter of such election by the Insured and subject to all of the provisions of this Section III. DEFENSE AND SETTLEMENT, the Underwriter shall undertake and manage the defense of such Claim, even if such Claim is groundless, false or fraudulent. B. If the Insured has assumed the defense of a Claim pursuant to A. above, the Underwriter shall advance Defense Costs prior to the final disposition of a Claim. The Insured shall elect counsel of its choice subject to approval by the Underwriter, such approval shall not be unreasonably withheld. The Underwriter shall not be liable for Defense Costs incurred, settlements made or judgments admitted by the Insured without the Underwriter's prior written consent, which shall not be unreasonably withheld. C. The Underwriter may investigate and, with the consent of the Insured, settle any Claim or Workplace Violence Act as the Underwriter deems expedient, but the Underwriter is not obligated to pay any Loss after the Limit of Liability has been exhausted. D. In the event that a Claim is made against the Insured or a Workplace Violence Act occurs, the Insured shall take reasonable measures to protect their interests. E. If more than one Insured is involved in a Claim, the Underwriter may, in its sole discretion, appoint separate counsel for one or more of such Insureds if there is a material (actual or potential) conflict of interest among any such Insureds. F. The Insured agrees to provide the Underwriter with all information, assistance and cooperation which the Underwriter reasonably requests and agrees that in the event of a Claim or a Page 15 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) Workplace Violence Act, the Insured will do nothing that may prejudice the Underwriter's position or its potential rights of recovery. G. If with respect to any Claim the Insured refuses to consent to the first settlement acceptable to the claimant which the Underwriter recommends to the Insured in writing, and elects to further contest the Claim, then the Underwriter's liability for such Claim shall not exceed the amount for which the Claim could have been settled, including Defense Costs incurred, up to the date of such refusal, plus 50% of covered Loss in excess of such first settlement amount, it being a condition of this insurance that the remaining 50% of such Loss excess of the first settlement amount shall be borne by the Insured at their own risk and be uninsured. Notwithstanding the foregoing, this paragraph shall not apply until the settlement amount exceeds the Retention amount stated in Item 4. of the Declarations. In addition, if the Underwriter recommends a first settlement of a Claim within the Policy's applicable Limit of Liability which is acceptable to the claimant, and the Insured consents to such settlement, then the Insured's applicable Retention for such Claim shall be retroactively reduced by ten percent (10%). It shall be a condition to such reduction that the Insured must consent to the first settlement amount within thirty (30) days after the date the Underwriter recommends to the Insured such first settlement amount, or in the case of a first settlement amount which arises from a first settlement offer by the claimant, then within the time permitted by the claimant to accept such first settlement offer, but in all events no later than thirty (30) days after the Underwriter recommends to the Insured such first settlement offer. If the Insured does not consent to the first settlement within the time prescribed above, the applicable Retention amount shall remain the respective amount set forth in Item 4. of the Declarations, even if consent is given to a subsequent settlement. IV. NOTICE/CLAIM REPORTING PROVISIONS Notice hereunder shall be given in writing to the Underwriter at the following address: Philadelphia Insurance Companies One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 Attention: Claims Department The date of mailing shall constitute the date that such notice was given and proof of mailing shall be sufficient proof of notice. Any notice to the Underwriter shall specify the Part(s) of this Policy under which the notice is being given and shall be treated as notice only under such specified Part(s). A. In the event that a Claim is made against the Insured or a Workplace Violence Act occurs, the Insured shall, as a condition precedent to the obligations of the Underwriter under this Policy, give written notice of such Claim or Workplace Violence Act as soon as practicable to the Underwriter during this Policy Period, or, if applicable, during any Extension Period, but, not later than 60 days after the expiration date of this Policy or any Extension Period, if applicable. B. If during this Policy Period an Insured first becomes aware of any circumstances which may subsequently give rise to a Claim being made against any Insured for a specific alleged Wrongful Act, and as soon as practicable thereafter, but before the expiration or cancellation of this Policy, gives written notice to the Underwriter of the circumstances and the reasons for anticipating such a Claim, with full particulars as to the Wrongful Act, dates and persons involved, then any Claim which is subsequently made against the Insured arising out of such Wrongful Act will be considered made during this Policy Period. Page 16 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) C. All Loss arising out of the same Wrongful Act and all Interrelated Wrongful Acts, or the same or related Workplace Violence Acts, shall be deemed one Loss on account of one Claim or one Workplace Violence Act. Such Claim or Workplace Violence Act shall be deemed to be first made or to have first occurred when the earliest of such Claims or Workplace Violence Acts were first made or first occurred. V. CANCELLATION AND NON -RENEWAL A. The Underwriter may not cancel this Policy except for failure to pay premium when due, in which case 10 days written notice shall be given to the Parent Organization for such cancellation to be effective. B. The Parent Organization may cancel this Policy for itself and all other Insureds by surrender of this Policy to the Underwriter or any of its authorized agents or by mailing to the Underwriter written notice stating when thereafter the cancellation shall be effective. If the Parent Organization cancels, earned premium shall be computed in accordance with the customary short rate table procedure. C. The Underwriter shall not be required to renew this Policy; however, written notice of the Underwriter's intent to non -renew this Policy shall be sent to the Parent Organization at least 30 days prior to expiration of the Policy Period. VI. REPRESENTATIONS AND SEVERABILITY A. The Insured represents that the particulars and statements contained in the Application are true and agrees that (1) those particulars and statements are the basis of this Policy and are to be considered as incorporated into and constituting a part of this Policy; (2) those particulars and statements are material to the acceptance of the risk assumed by the Underwriter under this Policy; and (3) this Policy is issued in reliance upon the truth of such representations. B. Except for material facts or circumstances known to the Individual Insured signing the Application, no statement in the Application or knowledge or information possessed by any Insured shall be imputed to any other Individual Insured for the purpose of determining the availability of coverage. VII. SUBROGATION In the event of any payment under this Policy, the Underwriter shall be subrogated to the extent of such payment to all of the Insured's rights of recovery. The Insured shall execute and deliver such instruments and papers and do whatever else is necessary to secure such rights and shall do nothing to prejudice or compromise such rights without the Underwriter's express written consent. VIII. EXTENSION PERIOD A. If the Underwriter refuses to renew this Policy the following will apply: For no additional premium, the Underwriter will provide a 60 day extension of the coverage granted under Parts 1, 2, 3, and 5 of this Policy for any Claim first made against the Insured during the 60 days after the non -renewal date, but only with respect to any Wrongful Act committed before such non -renewal date and otherwise covered by this Policy (the "Automatic Extension"). This Automatic Extension shall not apply if the Insured has purchased similar insurance from the Underwriter or any other insurer covering such Claim. Upon expiration of the Automatic Extension, the Parent Organization shall have the right, upon payment of an additional 50%, 75%, or 100% of this Policy's annual premium to an extension of Page 17 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) the coverage granted by this Policy for any Claim first made against the Insured during the twelve (12) months, twenty-four (24) months, or thirty-six (36) months, respectively, after the expiration of the Automatic Extension, but only with respect to Wrongful Acts committed before the non -renewal date and otherwise covered by this Policy (the "Extension Period"); provided however, that the request for this Extension Period must be made to the Underwriter in writing and payment of the additional premium must be made prior to the expiration of the Automatic Extension. In the event similar insurance is in force covering any Claims first made during this Extension Period, coverage provided by this Policy shall be excess over any such other insurance. B. If the Parent Organization cancels or does not renew this Policy or the Underwriter cancels for nonpayment of premium, the following will apply: The Parent Organization shall have the right, upon payment of an additional 50%, 75%, or 100% of this Policy's annual premium, to an extension of the coverage granted under Parts 1, 2, 3 and 5 of this Policy for any Claim first made against the Insured during the twelve (12) months, twenty-four (24) months, or thirty-six (36) months, respectively, after the date of such cancellation or non -renewal, but only with respect to any Wrongful Acts committed before the date of such cancellation or non -renewal and otherwise covered by this Policy (the "Extension Period"); provided however, that the request for this Extension Period must be made to the Underwriter in writing and payment of the additional premium must be made within 60 days following the date of such cancellation or non -renewal. In the event similar insurance is in force covering any Claims first made during this Extension Period, coverage provided by this Policy shall be excess over any such other insurance. If the Underwriter cancels for the non-payment of premium, the Parent Organization may purchase the Extension Period only after any earned premium due to the Underwriter is paid within 10 days after the date of cancellation or Policy expiration, whichever comes first. C. All premium paid with respect to an Extension Period shall be deemed fully earned as of the first day of the Extension Period. For the purpose of this Section VIII., any change in premium or terms on renewal shall not constitute a refusal to renew. IX. CHANGES Except by written endorsement issued to the Insured forming a part of this Policy, nothing shall effect a change in or addition to the provisions of this Policy. Furthermore, under no circumstances shall the Underwriter be deemed to have waived or be estopped from asserting any right under this Policy, at law, or in equity respecting any Claim or Workplace Violence Act, except as stated in writing by the Underwriter's authorized Claims Department representative. X. ASSIGNMENT Assignment of interest in this Policy shall not bind the Underwriter until the Underwriter's consent is endorsed hereon. XI. AUTHORIZATION CLAUSE AND NOTICES By acceptance of this Policy, the Insured agrees that the Parent Organization shall act on behalf of any Insured with respect to the giving and receiving of any return premiums and notices that may become due under this Policy. Notice to the Parent Organization shall be directed to the individual named in the Application, or such other person as shall be designated by the Parent Organization in writing. Such notice shall be deemed to be notice to any Insured. The Parent Organization shall be the agent of any Insured to effect changes in this Policy. Page 18 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) XII. OTHER INSURANCE If the Insured has any other insurance for Claims or Workplace Violence Acts covered hereunder, the insurance provided by this Policy shall be excess over such other insurance, regardless of whether such other insurance is collectible or designated as primary or excess. XIII. TERMS OF POLICY CONFORMED TO STATUTE Terms of this Policy which are in conflict with the statutes of any state in which this Policy is issued are hereby amended to conform to such statutes. XIV. ACCEPTANCE This Policy embodies all agreements existing between the parties hereunder or any of their agents relating to this insurance. XV. ACTION AGAINST THE UNDERWRITER; ARBITRATION A. No person or entity shall have any right under this Policy to join the Underwriter as a party to any action against the Insured to determine the Insured's liability, nor shall the Underwriter be impleaded by the Insured or their legal representatives. Bankruptcy or insolvency of the Insured or their successors in interest shall not relieve the Underwriter of its obligations hereunder. B. Any dispute relating to this Policy or the alleged breach, termination or invalidity thereof, which cannot be resolved through negotiations between any Insured and the Underwriter, shall be submitted to binding arbitration. The rules of the American Arbitration Association shall apply except with the respect to the selection of the arbitration panel. The panel shall consist of one arbitrator selected by such Insured, one arbitrator selected by the Underwriter and a third independent arbitrator selected by the first two arbitrators. XVI. CHANGE IN OWNERSHIP OR CONTROL A. If after the inception of the Policy Period: 1. The Organization merges into or consolidates with another entity such that the other entity is the surviving entity; or 2. Another entity or person or group of entities and/or persons acting in concert acquires more than fifty percent (50%) of the assets of the Organization; or 3. Another entity or person or group of entities and/or persons acting in concert acquires the right to elect or select a majority of the Organization's directors or trustees; (1., 2., and 3. above, hereinafter referred to as the "Merger"), then coverage under Parts 1, 2, 3, and 5 of this Policy shall remain in force, but only for Claims made during the Policy Period (or the Extension Period, if purchased) for Wrongful Acts committed prior to the effective date of the Merger and only if the following conditions are met: The Insured provides written notice of the Merger to the Underwriter within 45 days of the effective date of such Merger; and The Insured provides the Underwriter with such information as the Underwriter deems necessary. Page 19 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) If Insured fails to meet conditions 1. and 2. above, this Policy shall be deemed cancelled by the Underwriter as of the effective date of the Merger and the Underwriter shall return any unearned premium on a pro rata basis. The Insured shall have the right to purchase the Extension Period. Coverage under Part 4 of this Policy shall cease with respect to any Workplace Violence Act occurring after the effective date of the Merger. B. If after the inception of the Policy Period: 1. The Organization acquires or assumes more than fifty percent (50%) of the assets, liabilities, or equity of, or merges with any for profit entity or creates a for profit subsidiary, no coverage shall be afforded under this Policy for Claims arising out of, based upon or attributable to such transaction unless all of the following conditions are met: a. The Underwriter receives from the Parent Organization full details of such transaction; and b. The Underwriter, at its sole discretion, agrees by written endorsement to this Policy to provide coverage to the for profit entity upon such terms, conditions and limitations as it may require. XVII. TERRITORY AND VALUATION This Policy shall extend to any Wrongful Act committed or any Workplace Violence Act occurring anywhere in the world. All premiums, limits, retentions, Loss and other amounts under this Policy are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated or another element of Loss under this Policy is stated in a currency other than United States of America dollars, payment under this Policy shall be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgment is reached, the amount of the settlement is agreed upon or the other element of Loss is due, respectively. XVIII. TWO OR MORE COVERAGE PARTS OR POLICIES ISSUED BY THE UNDERWRITER It is the Underwriter's stated intention that the various coverage parts or policies issued to the Parent Organization by the Underwriter, or any affiliated company, do not provide any duplication or overlap of coverage for the same Claim or Workplace Violence Act. Notwithstanding the other insurance provision, if this Policy and any other policy issued to the Parent Organization by the Underwriter, or any affiliated company, apply to the same Wrongful Act, Workplace Violence Act, professional incident, occurrence, offense, accident or Loss, then the maximum Limit of Liability under all such policies combined shall not exceed the highest applicable Limit of Liability under any one policy. XIX. ALLOCATION If both Loss covered by this Policy and Loss not covered by this Policy are incurred either because a Claim includes both covered and uncovered matters, or because a Claim is made against both the Individual Insured and/or the Organization, and others, the Insured and the Underwriter shall use their best efforts to agree upon a fair and proper allocation of such amount between covered Loss and uncovered Loss. Any such allocation shall be based upon the relative legal exposures of the parties to covered and uncovered matters. Page 20 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -2 (01/02) IN WITNESS WHEREOF, the Underwriter has caused this Policy to be signed by its President and Secretary, but the same shall not be binding upon the Underwriter unless signed by an authorized representative of the Underwriter. President & CEO Secretary Page 21 of 21 PHILADELPHIA INSURANCE COMPANIES PI -NPD -8 (1-02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SHARED LIMITS ENDORSEMENT This endorsement modifies and is subject to the insurance provided under the following: FLEXIPLUS FIVE It is agreed the combined/shared Limit of Liability available for any Claim under Part(s) 1 and any Claim under Part(s) shall be $ Notwithstanding the foregoing, the Limit of Liability available for any Claim under a coverage Part shall also be subject to such Parts Limit of Liability as stated in Item 3 of the Declarations. Page 1 of 1 PI -NPD -10 (1-02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ANTITRUST AND UNFAIR TRADE PRACTICE EXCLUSION This endorsement modifies and is subject to the insurance provided under the following: FLEXIPLUS FIVE The Policy is amended as follows: With respect to coverage under Part I, it is agreed the Underwriter shall not be liable to make payment for Loss in connection with any Claim made against any Insured arising out of, directly or indirectly resulting from or in consequence of, or in any way involving charges of price fixing, restraint of trade, monopolization or unfair trade, or any actual or alleged violation of: a. The Federal Trade Commission Act, the Clayton Act, or any other federal statutory provision involving anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities; b. any rules or regulations promulgated under or in connection with the statutes described in a. above; or c. any similar provision of any state, federal or local statutory law or common law. Page 1 of 1 PI -NPD -22 (1-02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOAN EXCLUSION This endorsement modifies and is subject to the insurance provided under the following: FLEXIPLUS FIVE The Policy is amended as follows: With respect to coverage under Part I, the Underwriter shall not be liable to make any payment for Loss in connection with any Claim made against an Insured based upon, arising out of, directly or indirectly resulting from or in consequence of, the activities, operations, or administration of any and all loan funds or granting of loans. Page 1 of 1 PI -NPD -25 (1-02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROFESSIONAL SERVICES EXCLUSION (SUPERVISION CARVE -OUT) This endorsement modifies and is subject to the insurance provided under the following: FLEXIPLUS FIVE The Policy is amended as follows: With respect to coverage under Part 1, the Underwriter shall not be liable to make any payment for Loss in connection with any Claim made against the Insured based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving the Insured's performance of or failure to perform professional services for others. Provided, however, that the foregoing shall not be applicable to any derivative action Claim alleging failure to supervise those who performed or failed to perform such professional services. Page 1 of 1 PI -NPD -44 (1-02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIRD PARTY EPLI EXCLUSION This endorsement modifies and is subject to the insurance provided under the following: FLEXIPLUS FIVE The Policy is amended as follows: With respect to coverage under Part 2, Section Il. DEFINITIONS, A. Employment Practice Act is amended to read: A. Employment Practice Act means any actual or alleged: 1. wrongful dismissal, discharge or termination of employment; 2. breach of a written or oral employment contract or implied employment contract; 3. employment related misrepresentation; 4. wrongful failure to promote; 5. violation of employment discrimination laws (including harassment); 6. wrongful deprivation of a career opportunity; 7. employment related wrongful discipline; 8. negligent employee evaluation; 9. employment related invasion of privacy; 10. employment related defamation (including libel and slander); 11. sexual or workplace harassment of any kind; 12. constructive discharge of employment; 13. employment related retaliation; 14. employment related humiliation; 15. wrongful demotion; 16. negligent reassignment; 17. violation of any federal, state or local civil rights laws; and committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or by the Organization. However, Employment Practices Act does not include a D&O Wrongful Act, Fiduciary Liability Act, or Internet Liability Act. It is further agreed, Section III. EXCLUSIONS, is amended to include: which is brought by or made on behalf of any Third Party. Page 1 of 1 PI -NPD -52 (12/03) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF EXCLUSIONS This endorsement modifies insurance provided under the following: FLEXI PLUS FIVE With regard to Part 1 (DIRECTORS S OFFICERS LIABILITY INSURANCE), the Underwriter shall not be liable to make any payment for Loss in connection with any Claim for any actual or alleged violation(s) of any of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act (except the Equal Pay Act), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and Health Act, any rules or regulations of the foregoing promulgated thereunder, and amendments thereto or any similar federal, state, local or foreign statutory law or common law; provided, however, this exclusion shall not apply to a Claim for retaliation; provided, further, however, there is no coverage provided under this policy for any Claim related to, arising out of, based upon, or attributable to the refusal, failure or inability of any Insured(s) to pay Earned Wages (as opposed to tort -based back pay or front pay damages) or for improper payroll deductions taken by any Insured(s) from any Employee(s) or purported Employee(s), including, but not limited to, (i) any unfair business practice claim alleged because of the failure to pay Earned Wages, or (ii) any Claim seeking Earned Wages because any Employee(s) or purported Employee(s) were improperly classified or mislabeled as "exempt." Part 2 (EMPLOYMENT PRACTICES LIABILITY INSURANCE), section III (EXCLUSIONS), item B. is replaced by: B. for any actual or alleged violation(s) of any of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act (except the Equal Pay Act), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and Health Act, any rules or regulations of the foregoing promulgated thereunder, and amendments thereto or any similar federal, state, local or foreign statutory law or common law; provided, however, this exclusion shall not apply to a Claim for Retaliation; provided, further, however, there is no coverage provided under this policy for any Claim related to, arising out of, based upon, or attributable to the refusal, failure or inability of any Insured(s) to pay Earned Wages (as opposed to tort -based back pay or front pay damages) or for improper payroll deductions taken by any Insured(s) from any Employee(s) or purported Employee(s), including, but not limited to, (i) any unfair business practice claim alleged because of the failure to pay Earned Wages, or (ii) any Claim seeking Earned Wages because any Employee(s) or purported Employee(s) were improperly classified or mislabeled as "exempt." Part 6 (COMMON POLICY DEFINITIONS), is supplemented by: Earned Wages means wages or overtime pay for services rendered. Page 1 of 1 PI -NPD -82 (10/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRO-PAK ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: FLEXIPLUS FIVE I. DIRECTORS & OFFICERS COVERAGE ENHANCEMENTS Part 1 Not -for -Profit Organization Directors & Officers Liability Insurance is amended as follows: A. Section III. EXCLUSIONS, Item B., Paragraphs 3. and 4. are deleted in their entirety. B. Section III. EXCLUSIONS, Item C. will not apply to Claims with respect to coverage provided under Section I. INSURING AGREEMENTS, Item A. C. ORDER OF PAYMENTS It is further understood and agreed that if a Loss shall be payable under more than one of the INSURING AGREEMENTS in Part 1 Not -for -Profit Organization Directors & Officers Liability Insurance, then the Underwriter shall, to the maximum extent practicable and subject at all times to the Underwriter's Limits of Liability specified in the Declarations, pay such Loss as follows: 1. First, the Underwriter shall pay that Loss, if any, which the Underwriter may be liable to pay on behalf of the Individual Insureds Section I. INSURING AGREEMENTS, Item A.; 2. Second, the Underwriter shall pay that Loss, if any, which the Underwriter may be liable to pay on behalf of the Organization for Claims made against Individual Insureds and indemnified by the Organization under Section I. INSURING AGREEMENTS, Item B.; 3. Third, the Underwriter shall make such other payments which the Underwriter may be liable to pay on behalf of the Organization for Claims made against the Organization under Section I. INSURING AGREEMENTS, Item C. Il. EMPLOYMENT PRACTICES LIABILITY COVERAGE ENHANCEMENTS Part 2 Employment Practices Liability Insurance is amended as follows: A. Section Il. DEFINITIONS, Item A. Employment Practice Act is deleted in its entirety and replaced by the following: Employment Practice Act means any actual or alleged: 1. Wrongful dismissal, discharge or termination of employment; 2. Breach of a written or oral employment contract or implied employment contract; 3. Employment related misrepresentation; 4. Wrongful failure to promote; 5. Violation of employment discrimination laws (including harassment); 6. Wrongful deprivation of a career opportunity; Page 1 of 9 PI -NPD -82 (10/12) 7. Employment related wrongful discipline; 8. Negligent employee evaluation, training or supervision; 9. Employment related invasion of privacy; 10. Employment related defamation (including libel and slander); 11. Sexual or workplace harassment of any kind; 12. Constructive discharge of employment; 13. Employment related retaliatory treatment; 14. Employment related humiliation; 15. Wrongful demotion; 16. Negligent reassignment; 17. Negligent hiring or retention; 18. Failure to grant tenure; 19. Failure to provide or enforce consistent employment policies and procedures; 20. Failure to employ; 21. Violation of any federal, state or local civil rights laws; and 22. Acts described in 1. through 21. above arising from the use of the Organization's Internet, e- mail, blog, telecommunication or similar system, including communications on any Social Media Network; And committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or by the Organization. Solely with respect to any Claim brought by or on behalf of any Third Party, Employment Practice Act means any actual or alleged discrimination, harassment or violation of such Third Party's civil rights in relation to such discrimination or harassment, whether direct, indirect, or unintentional, committed by an Individual Insured in his/her capacity as an Individual Insured or by the Organization. B. Section Il. DEFINITIONS, Item B. Third Party is deleted in its entirety and replaced by the following: Third Party means any natural person who is not an Individual Insured. C. Section II. DEFINITIONS is amended to include the following: Social Media Network shall mean a web -based service that allows an individual to: 1. Construct a public or semi-public profile within a system; or 2. Articulate a list of other users with whom they share a connection; or Page 2 of 9 PI -NPD -82 (10/12) 3. View and traverse their list of connections and those made by others within the network. D. Section III. EXCLUSIONS, Item C. is amended by the addition of the following: However, this exclusion shall not apply to any Claim for retaliatory treatment against any Individual Insured who is participating in the above labor actions. III. FIDUCIARY LIABILITY COVERAGE ENHANCEMENTS Part 3 Fiduciary Liability Insurance is amended as follows: This section only applies if a Limit of Liability is specified for Fiduciary Liability Insurance on the Declarations Page. A. VOLUNTARY COMPLIANCE EXTENSION Section I. INSURING AGREEMENTS, is amended by the addition of the following: The Underwriter will pay on behalf of the Insured, in an amount not to exceed $100,000, any Voluntary Compliance Fee incurred with respect to a Voluntary Compliance Notice. Such amount shall be subject to the Retention stated in Item 4. (C) of the Declarations Page and shall be part of and not in addition to the Limit of Liability stated in Item 3. (C) of the Declarations Page. This Insuring Agreement shall not apply to any Voluntary Compliance Fee incurred with respect to any Insured's participation in any Voluntary Compliance Program initiated prior to the inception of this Policy. B. Section II. DEFINITIONS, Item B. Benefit Plan is deleted in its entirety and is replaced by the following: Benefit Plan means: 1. Any Welfare Benefit Plan which was, is now or becomes sponsored by the Organization solely for the benefit of the Individual Insureds of the Organization; 2. Any Pension Benefit Plan which was, on or prior to the effective date of this Policy, sponsored by the Organization solely for the benefit of the Individual Insureds of the Organization, provided that coverage was available with respect to such Pension Benefit Plan under any policy of which this Policy is a renewal or replacement and such Pension Benefit Plan has been reported in writing to the Underwriter as part of the Application; 3. Any Pension Benefit Plan created or acquired (through merger, consolidation or otherwise) during the Policy Period by the Insured solely for the benefit of the Individual Insureds of the Organization, but only upon the condition that within 90 days after such creation or acquisition, the Insured shall have (i) provided written notice to the Underwriter of such newly created Pension Benefit Plan, and (ii) agreed to any additional terms and paid any additional premium required by the Underwriter in its sole discretion. The 90 -day notice requirement shall not apply, however, if the total assets of the acquired or formed Pension Benefit Plan, as of the effective date of such acquisition or formation, do not exceed ten percent (10%) of the total plan assets shown on the most recent application submitted by the Parent Organization, or (2) the acquisition or formation occurs less than ninety (90) days prior to the end of the Policy Period; and 4. Any government -mandated benefit program for workers compensation, unemployment, social security or disability benefits for Individual Insureds of the Organization. Page 3 of 9 PI -NPD -82 (10/12) However, Benefit Plan does not include any multi-employer plan or any employee stock ownership plan unless said plan is added by specific written endorsement to this Policy. Coverage for Benefit Plans which are sold, terminated or spun -off during or prior to the Policy Period shall apply only with respect to any Fiduciary Liability Act occurring prior to the date of such sale or spin-off, or in the case of termination, prior to the final date of asset distribution of such Benefit Plan. C. Part 6 Common Policy Definitions, Item D. Defense Cost is amended by the addition of the following: d. Voluntary Compliance Fee. D. Part 6 Common Policy Definitions, Item I. Loss is amended by the addition of the following: Loss means any penalties or other awards imposed by the Pension Ombudsman of England or Occupational Pensions Regulatory Authority of England pursuant to the English Pension Scheme Act 1933, the English Pensions Act 1995, the UK Pensions Act 2004, as amended, and any rules and regulations promulgated thereunder, provided always that no part of the premium for this Policy attributable to this exception has been funded, paid or reimbursed from the funds or assets of any pension scheme insured under this Policy. E. Part 6 Common Policy Definitions is amended by the addition of the following: Voluntary Compliance Fee means any costs of corrections, fees, penalties or sanctions imposed by law under a Voluntary Compliance Program that any Insured becomes legally obligated to pay as a result of a Fiduciary Wrongful Act, but shall not include any other costs, charges, expenses, fees, penalties, sanctions, assessments, damages, taxes or matters that may be deemed to be uninsurable under the law pursuant to which this Policy shall be construed. Voluntary Compliance Notice means any written notice given to the Underwriter indicating an Insured's intent to participate in a Voluntary Compliance Program during the Policy Period. Voluntary Compliance Program means any voluntary compliance resolution program or similar voluntary settlement program administered by the Internal Revenue Service or Department of Labor of the United States, including, but not limited to, the Employee Plans Compliance Resolution System, the Self Correction Program, the Audit Closing Agreement Plan, the Delinquent Filer Voluntary Compliance program and the Voluntary Fiduciary Correction program. IV. AMENDMENT OF DEFINITIONS Part 6 Common Policy Definitions, is amended as follows: A. Item B. Claim is deleted in its entirety and replaced by the following: Claim means for the purposes of Parts 1, 2, 3 and 5: 1. Any of the following: a. Any written demand for monetary or non -monetary relief (including injunctive); or b. Any civil proceeding, including any appeals therefrom, commenced by the filing, notice or service of compliant, pleading, summons or similar document; or c. Any criminal proceeding, including any appeals therefrom, commenced by the return of an indictment or the filing of notice of charges or similar document; or Page 4of9 PI -NPD -82 (10/12) d. Any formal administrative, judicial, regulatory or tribunal proceeding, including any proceeding before the Equal Employment Opportunity Commission or any similar governmental agency, commenced by the filing of notice of charges, formal investigative order, service of summons, subpoena or similar document; or e. Any arbitration, mediation or similar alternative dispute resolution proceeding commenced by receipt of a demand for such proceeding, Against an Insured for a Wrongful Act; or 2. Any written request to toll or waive any statute of limitations applicable to any actual or potential suit or cause of action against an Insured. However, Claim shall not include a labor or grievance proceeding pursuant to a collective bargaining agreement. A Claim shall be considered made when an Insured first receives notice of the Claim. B. Solely with respect to Parts 1, 2, 3 and 5, Item C. Damage is deleted in its entirety and replaced by the following: Damage means a monetary judgment, award or settlement, including punitive and exemplary damages or multiple portion thereof, (including pre and postjudgment interest thereon) to the extent such punitive and exemplary damages or multiple portion thereof, are insurable under applicable law of any jurisdiction which has a substantial relationship to the Insured or to the Claim seeking such damage, and which is most favorable to the insurability of such damage. C. Item D. Defense Cost will also mean any pre judgment interest and post judgment interest on the portion of any judgment for which the Underwriter is liable under this Policy, until the Underwriter has tendered or deposited in court or otherwise, such judgment amount for which the Underwriter is liable. D. With respect to Claims brought under Part 2 Employment Practices Liability Insurance, Item F. Individual Insured will also mean any independent contractor working on behalf of the Organization, but only if the Organization has agreed in writing to indemnify the independent contractor prior to the occurrence of the Employment Practices Act that is the basis of the Claim. E. With respect to Claims brought under Part 2 Employment Practices Liability Insurance, Item F. Individual Insured will also mean any applicant for employment with the Organization. F. Item F. Individual Insured will also mean the lawful domestic partner of a director, officer, governor, trustee, or equivalent executive of the Organization, but only for actual or alleged Wrongful Acts of such director, officer, governor, trustee, or equivalent executive for which such domestic partner may be liable as the domestic partner of such director, officer, governor, trustee, or equivalent executive. G. Item 1. Loss will also include fines and penalties resulting from a Claim provided that they are brought: 1. Seeking coverage for an Excess Benefit Transaction Excise Tax; or 2. Alleging violations of the Emergency Medical Treatment and Active Labor Act (EMTALA), 42 U.S.C. 1396dd, et seq., and any other similar state or local statute. Page 5 of 9 PI -NPD -82 (10/12) The foregoing is subject to the following provisions: a. The Limit of Liability specified in the Declarations is replaced by $100,000 per Claim and $100,000 for all Claims in the Policy Period. This Limit of Liability will apply to the total of all Loss and Defense Cost combined, even if this Policy is endorsed to provide Defense Cost in addition to the Limit of Liability. This inclusion of Defense Cost within the Limit of Liability, for all coverage provided by Item I. Loss above, will supersede any provision to the contrary. The Underwriter will not be liable for Damage arising out of an Excess Benefit Transaction Excise Tax, as provided herein, for amounts exceeding $10,000 that an Individual Insured is obligated to pay as a result of a Claim. b. Coverage will exist if and only to the extent that indemnification is provided by the Organization to any Insured for any Excess Benefit Transaction Excise Tax. c. The Underwriter will not be liable to make payment for any Loss or Defense Cost in connection with any Claim for any excise tax imposed by the Internal Revenue Service on any Disqualified Person for any Excess Benefit Transaction. d. Excess Benefit Transaction means an "excess benefit transaction" as that term is defined in the Taxpayer Bill of Rights 2, P.L. 104-168. e. Excess Benefit Transaction Excise Tax means any excise tax imposed by the Internal Revenue Service on an Individual Insured as a result of the Individual Insured's participation in an Excess Benefit Transaction. H. Item J. Organization will also mean: 4. Any entity or person as a debtor in possession within the meaning of the United States Bankruptcy Code or similar legal status under foreign law. I. Item M. Subsidiary will also mean any not-for-profit entity for which, on or before the inception of the Policy Period, the Parent Organization has the right to elect or select a majority of the directors or trustees, provided such entity is identified as an Affiliate in the Application. J. Item L. Policy Period is amended to include that if the calendar date upon which this Policy is scheduled to expire is a "Weekend" or "National Holiday" then this Policy's expiration date is automatically extended to the next day immediately following the "Weekend" or "National Holiday". For the purpose of clause J. above, the following applies: 1. "Weekend" shall mean the calendar days of Saturday and Sunday. 2. "National Holiday" shall means the calendar days designated as such by the United States Federal Government per U.S. Federal law (5 U.S.C. 6103). V. AMENDMENT OF EXCLUSIONS Part 7 Common Policy Exclusions, is amended as follows: A. Item C. will not apply to Claims with respect to coverage provided under Part 1 Not -for -Profit Organization Directors & Officers Liability Insurance, Section I. INSURING AGREEMENTS, Item A. Page 6of9 PI -NPD -82 (10/12) B. Items D., G., and H. are deleted in their entirety. C. Item F. Paragraph 2. is deleted in its entirety and replaced by the following: 2. Any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given under any other policy of insurance, with a similar type of coverage, prior to inception of this Policy; or D. Item F., Paragraph 3. is deleted in its entirety. E. Item J. will not apply to any Claim brought as a derivative action, or similar action, on behalf of the Organization, provided the Claim is brought without the assistance of any current or former director, officer, governor, trustee or equivalent executive of the Organization who has not served in such capacity within four (4) years immediately proceeding the date the Claim is first made. VI. AMENDMENT OF CONDITIONS Part 8 Common Policy Conditions, is amended as follows: A. AGGREGATE RETENTION Section II. RETENTION CLAUSE, is deleted in its entirety and replaced with the following: The Underwriter shall only be liable for that portion of Loss arising from each Claim or Workplace Violence Act which is in excess of the respective Retention stated in Item 4. of the Declarations Page. Such Retention shall be borne by the Insured, uninsured and at their own risk, provided no Retention shall apply to Loss incurred by Individual Insureds for which the Organization is not permitted or required to indemnify the Individual Insured or is financially unable to do so. A single Retention shall apply to Loss arising from all Claims alleging Interrelated Wrongful Acts and all related Workplace Violence Acts. During the Policy Period an "Aggregate Retention" will apply for each coverage Part. The "Aggregate Retention" will be triple (3 times) the amount of the Retention(s) stated in Item 4. of the Declarations Page. B. MODIFICATION OF CONSENT TO SETTLE Section III. DEFENSE AND SETTLEMENT, Item G. is deleted in its entirety and replaced by the following: If with respect to any Claim the Insured refuses to consent to the first settlement acceptable to the claimant which the Underwriter recommends to the Insured in writing, and elects to further contest the Claim, then the Underwriter's liability for such Claim shall not exceed the amount for which the Claim could have been settled, including Defense Cost incurred, up to the date of such refusal, plus 80% of covered Loss in excess of such first settlement amount, it being a condition of this insurance that the remaining 20% of such Loss in excess of the first settlement amount shall be borne by the Insured at their own risk and be uninsured. Notwithstanding the foregoing, this paragraph shall not apply until the settlement amount exceeds the Retention amount stated in Item 4 of the Declarations Page. In addition, if the Underwriter recommends a first settlement of a Claim within the Policy's applicable Limit of Liability which is acceptable to the claimant, and the Insured consents to such settlement, then the Insured's applicable Retention for such Claim shall be retroactively reduced by ten percent (10%). It shall be a condition to such reduction that the Insured must consent to Page 7 of 9 PI -NPD -82 (10/12) the first settlement amount within thirty (30) days after the date the Underwriter recommends to the Insured such first settlement amount, or in the case of a first settlement amount which arises from a first settlement offer by the claimant, then within the time permitted by the claimant to accept such first settlement offer, but in all events no later than thirty (30) days after the Underwriter recommends to the Insured such first settlement offer. If the Insured does not consent to the first settlement within the time prescribed above, the applicable Retention amount shall remain the respective amount stated in Item 4. of the Declarations Page, even if consent is given to a subsequent settlement. C. AMENDMENT OF SEVERABILITY Section VI. REPRESENTATIONS AND SEVERABILITY is deleted in its entirety and replaced by the following: 1. In granting coverage to any Insured under this Policy, the Underwriter has relied upon the declarations and statements in the written Application(s) for this Policy. Such declarations and statements are the basis of the coverage under this Policy and shall be considered as incorporated in and constituting part of this Policy. 2. Any written Application(s) shall be construed as a separate Application(s) for coverage by each Insured. With respect to the declarations and statements in such Application(s): a. No fact pertaining to, or knowledge possessed by any Individual Insured shall be imputed to any other Individual Insured for the purpose of determining if coverage is available; and b. Only facts pertaining to, and knowledge possessed by the Chief Financial Officer, President, Executive Director or Chairperson of any part of the Organization or any other individual signing such Application(s) shall be imputed to the Organization for the purpose of determining if coverage is available. D. AUTOMATIC UNLIMITED REPORTING PERIOD FOR FORMER DIRECTORS & OFFICERS Section VIII. EXTENSION PERIOD is amended by the addition of the following: If the Parent Organization cancels or does not renew this Policy for a reason other than being sold, acquired or bankrupt, any former director, officer, governor, trustee, or equivalent executive of the Parent Organization who was not serving in the capacity as a director, officer, governor, trustee, or equivalent executive of the Parent Organization at the time of the cancellation or non- renewal shall be provided an "Unlimited Extension Period" to report any Claim which may be first made against such former director, officer, governor, trustee, or equivalent executive after the date of such cancellation or non -renewal, but only with respect to any Wrongful Act committed before the date of such cancellation or non -renewal. However, this "Unlimited Extension Period" shall only be afforded if no other Directors and Officers Liability policy, or policy providing essentially the same type of coverage, or Extension Period other than B. above, is in effect at the time the Claim is made. E. BROADENED OTHER INSURANCE CLAUSE Section XII. OTHER INSURANCE is deleted in its entirety and replaced with the following: Insurance provided under this Policy shall apply only as excess over any other valid and collectible insurance, unless such other insurance is specifically written as excess. This Policy shall be excess over any other policy under which another insurer has a duty to defend a Claim for which this Policy may be obligated to pay a Claim as a result of Loss. Page 8 of 9 PI -NPD -82 (10/12) F. FULL ALLOCATION Solely with respect to Claims for which the Insured has tendered control of the defense to the Underwriter, per Part 8 Common Policy Conditions, Item III. DEFENSE AND SETTLEMENT, Item A.; Section XIX. ALLOCATION is deleted in its entirety and replaced by the following: If both Loss covered by this Policy and Loss not covered by this Policy are incurred either because a Claim includes, both covered and uncovered amounts, or because a Claim is made against both covered and uncovered parties, then coverage shall apply as follows: 1. Defense Costs: one hundred percent (100%) of reasonable and necessary Defense Costs incurred by such Insured and authorized by the Underwriter from such Claim will be considered covered Loss; and 2. Loss other than Defense Costs: all remaining Loss incurred by such Insured will be determined based upon the relative legal exposures of the parties to such matters. All other terms of the policy remain unchanged. Page 9 of 9 PI -NPD -TX -1 (09/02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS AMENDATORY ENDORSEMENT This endorsement modifies and is subject to the insurance provided under the following: FLEXI PLUS FIVE I. Part 8, Section V. CANCELLATION AND NON -RENEWAL is deleted and replaced with the following: V. CANCELLATION AND NON -RENEWAL A. The Underwriter may not cancel: This Policy of liability insurance if it is a renewal or continuation policy; or 2. This Policy of liability insurance if it is in its initial policy period after the 60th day following the date on which this Policy was issued. B. The Underwriter may cancel this Policy at any time during the term of this Policy for the following reasons: 1. Fraud in obtaining the coverage; 2. Failure to pay premiums when due; 3. On an increase in hazard within the control of the Insured which would produce an increase in rate; 4. Loss of the Underwriter's reinsurance covering all or part of the risk covered by this Policy; or 5. The Underwriter has been placed in supervision, conservatorship, or receivership, if the cancellation or non -renewal is approved or directed by the supervisor, conservator, or receiver. The Underwriter will deliver or mail to the Parent Organization, at the address stated in the Declarations, written notice of cancellation, not less than ten (10) days prior to the expiration date of this Policy. If this Policy is cancelled by the Underwriter, earned premium shall be computed pro rata. C. In the event the Underwriter refuses to renew this Policy, the Underwriter shall mail to the Parent Organization, at the address stated in the Declarations, written notice of non- renewal, not less than sixty (60) days prior to the expiration of this Policy. Such notice shall be conclusive on all Insureds. D. The Underwriter shall not cancel or refuse to renew this Policy solely because an Individual Insured is an elected official. II. The following provision is added to Part 8, Section III. DEFENSE AND SETTLEMENT: Page 1 of 2 PI -NPD -TX -1 (09/02) H. The Underwriter shall notify the Insured in writing of a first offer to compromise or settle a claim against the Insured, not later than ten (10) days after the date on which the offer is made. The Underwriter shall notify the Insured in writing of any settlement of a claim against the Insured not later than thirty (30) days after the date of the settlement. III. The following language is added to Sexual Abuse Exclusion Endorsement PI -NPD -27 (01/02): For the purpose of this endorsement, abuse means an act which is committed with the intent to cause harm. Page 2 of 2 PI -SLD -001 (01/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS LIABILITY If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Page 1 of 1 Includes copyrighted material of the Insurance Services Office Inc., used with its permission. ;4 �