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JOC Agreement with Advanced Roofing, Inc. JOB ORDER CONTRACTING AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA .~ ADVANCED ROOFING, INC. FOR ROOFING PROJECTS FOR THE CITY OF MIAMI BEACH, FLORIDA INVITATION TO BID NO.27-08/09 Project Manual 00800 CONTRACT CONTRACT THIS CONTRACT is entered into this ~~day of S~'~ , 2009 (Effective Date), by and between the CITY OF MIAMI BEACH, a political subdivision of the State of Florida, hereinafter referred to as CITY, and ADVANCED ROOFING, INC., hereinafter referred to as CONTRACTOR. W I T N E S S E T H, that CONTRACTOR and CITY, for the considerations hereinafter named, agree as follows: ARTICLE 1 SCOPE OF WORK 1.1. The scope of work under this Contract shall be determined by individual Job Orders issued hereunder. Upon receipt of a Notice to Proceed, the CONTRACTOR shall furnish any and all labor, materials, equipment, services and incidentals necessary to perform all of the work for the Project described in the Job Order. ARTICLE 2 CONTRACT TIME 2.1. This Contract shall be for an initial term of one (1) year, commencing upon the Effective Date. The Contract may be renewed, at the City's option, for four (4) additional twelve (12) month terms, subject to the requirements of Section 3 of the JOC Supplemental Conditions. The Maximum Contract Duration shall be no more than five (5) years, or when the Maximum Not to Exceed Contract Value is reached, whichever is first 2.1.1. Once the Contract is in place, individual Job Orders will be issued through Blanket Purchase Orders and Notices to Proceed, issued by the Contract Administrator. The time for completion of individual Job Orders will be contained in the Notice to Proceed. CONTRACTOR shall not begin work without a signed Blanket Purchase Order and Notice to Proceed. 2.2. Time is of the essence throughout this Contract. Job Orders shall be substantially completed within the specified calendar days listed on each individual Notice to Proceed, and completed and ready for final payment in accordance with Article 5 hereof within the time specified on each individual Notice to Proceed. Contract Project Manual 2.3. Liquidated Damages may be applied to individual Job Orders at the discretion of the CITY. The dollar amount(s) relative to Liquidated Damages are not intended to be applied as penalties, but rather to be applied as damages to the CITY for its inability to obtain full beneficial occupancy and/or use of the Project. Liquidated Damages on construction projects other than streetscape or utility proiects are hereby fixed at $1,000 per day and agreed upon between the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained by the CITY as a consequence of such delay, and both parties desiring to obviate any question of dispute concerning the amount of said damages and the cost and effect of the failure of the CONTRACTOR to complete the Project on time. 2.3.1 Liquidated Damages relative to a streetscape or utility project. The additional cost realized by the CITY consists of the following components: Additional construction administration by CITY, Program Manager, and/or Consultant. Additional resident observation by CITY and/or Program Manager. Loss of use of facilities, including, without limitation, loss of parking revenue, sidewalk cafe fees, etc. The cost realized by the CITY for extended Project milestone completion consists of the sum of the Program Management (PM) fee; the City Construction Management (CM) cost; additional Consultant fees that would be incurred by the CITY for each day that the Project completion is delayed; and those costs realized by the CITY for loss of facility use. It is estimated that the PM component of CITY incurred expense could reasonably consist of one resident observer ($75 per hour for 8 hours per day = $600), one Project Coordinator ($125 per hour for 4 hour per day = $500), and one Project Administrator ($50 per hour for 4 hours per day = $200). Hence, the estimated PM component of the liquidated damage value to be used on streetscape or utility projects would be $1,300 per day. It is estimated that the Construction Management component of CITY incurred expense would be based on the recognized rate of 4% of total Project cost. Hence, a $5,000,000 Project that has construction duration of 300 working days would result in a CM cost component of $800 per day. This value will vary by Project. Loss of Parking Revenue: If applicable, will be incorporated in the Job Order/Notice to Proceed. Contract 2.4. CITY is authorized to deduct liquidated damages from monies due to CONTRACTOR for the Work under the Job Order or as much thereof as CITY may, in its sole discretion, deem just and reasonable. Project Manual 2.5. CONTRACTOR shall be responsible for reimbursing CITY, in addition to liquidated damages, for all costs incurred by the CITY in administering the construction of the Project beyond the completion date specified in the Notice to Proceed, plus approved time extensions. All such costs shall be deducted from the monies due CONTRACTOR for performance of Work under the Job Order by means of unilateral credit change orders issued by CITY as costs are incurred. ARTICLE 3 THE CONTRACT SUM AND ADJUSTMENT FACTORS 3.1. The Contract is an indefinite-quantity contract with no minimum values. The Estimated Contract Term Value for ITB No. 27-08/09 -ROOFING is One Million Dollars ($1,000,000) per term. The Maximum Not To Exceed Contract Value for ITB No. 27-08/09 -ROOFING is Five Million Dollars ($5,000,000). 3.2. Payment shall be at the lump sum price stated in the Notice to Proceed for each Job Order. This price shall be full compensation for all costs, including overhead and profit, associated with completion of all Work in full conformity with the requirements as stated or shown (or both) in the Contract Documents using the following Adjustment Factors: 3.2.1. Normal Working Hours Construction: CONTRACTOR shall perform any or all functions called for in the Contract Documents and the Detailed Scope of Work, scheduled during Normal Working Hours, in the quantities specified in individual Job Orders against this Contract, for the unit price sum specified in the Construction Task Catalog® multiplied times the Adjustment Factor of: 0 8 5 0 0 3.2.2. Other Than Normal Working Hours Construction: CONTRACTOR shall perform any or all functions called for in the Contract Documents and the Detailed Scope of Work, scheduled during Normal Working Hours in the quantities specified in individual Job Orders against this Contract, for the unit price sum specified in the Construction Task Catalog° multiplied times the Adjustment Factor of: Contract 0 9 0 0 0 Project Manual Contract 3.2.3. Non Pre-priced Work Tasks: CONTRACTOR shall perform any or all functions called for in the Contract Documents and the Detailed Scope of Work that are Non Prepriced Tasks multiplied times the Adjustment Factor of: f 1 0 5 7 5 ARTICLE 4 PROGRESS PAYMENTS 4.1. For Job Orders intended to have a duration of thirty (30) days or less, CITY will make only one final payment. For Job Orders intended to have a duration of more than thirty (30) days the CONTRACTOR may make Application for Payment for Work completed during the Project at intervals of not more than once a month. CONTRACTOR'S application shall show a complete breakdown of the Project components; the quantities completed and the amount due; and such other supporting evidence as may be required by CITY. CONTRACTOR shall include with each Application for Payment, an updated Progress Schedule acceptable to CITY (and as required by the Contract Documents), and a release of liens and consent of surety relative to the Work which is the subject of the Application. Each Application for Payment shall be submitted in triplicate. CITY shall make payment to CONTRACTOR within thirty (30) days after approval by CITY of CONTRACTOR'S Application for Payment and submission of an acceptable updated Progress Schedule. 4.2. Ten percent (10%) of all monies earned by CONTRACTOR shall be retained by CITY until Final Completion and acceptance by CITY, in accordance with Article 5 hereof, except that after ninety percent (90%) of the Work has been completed, the Contract Administrator may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the sole discretion of the CITY and shall be recommended by the Contract Administrator. CONTRACTOR shall have no entitlement to a reduction. Any interest earned on retainage shall accrue to the benefit of CITY. All requests for retainage reduction shall be in writing in a separate stand- alone document. 4.3. CITY may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: 4.3.1. Defective work not remedied. 4.3.2. Claims filed, or reasonable evidence indicating probable filing of claims by other parties, against CONTRACTOR or CITY because of CONTRACTOR'S performance. Project Manual 4.3.3. Failure of CONTRACTOR to make payments properly to subcontractors, or other failure to pay materials or labor. 4.3.4. Damage to another contractor not remedied. 4.3.5. Liquidated damages and costs incurred by CITY, as noted in Section 2.3. 4.3.6 Failure of CONTRACTOR to provide any and all documents required by the Contract Documents. ARTICLE 5 ACCEPTANCE AND FINAL PAYMENT 5.1. Upon receipt of written notice from CONTRACTOR that the Project is ready for final inspection and acceptance, CITY shall, within ten (10) calendar days, make an inspection thereof. If the CITY finds that the Work is acceptable; the requisite documents have been submitted; the requirements of the Contract Documents have been fully satisfied; and all conditions of the permits and regulatory agencies have been met, a Final Certificate of Payment (Form 00922) shall be issued by CITY stating that the requirements of the Contract Documents have been performed and the Work is ready for acceptance under the terms and conditions thereof. 5.2. Before issuance of the Final Certificate for Payment, CONTRACTOR shall deliver to the CITY a complete release of all liens arising out of the Job Order (or at the CITY's sole discretion, receipts in full in lieu thereof); an affidavit certifying that all suppliers and subcontractors have been paid in full and that all other indebtedness connected with the Work has been paid; a consent of the surety to final payment; the final corrected as-built drawings; and a final invoice. 5.3. If, after the Work has been substantially completed, full completion thereof is materially delayed through no fault of CONTRACTOR, and the CITY so certifies, CITY shall, upon certification of the CITY and without terminating the Job Order, make payment of the balance due for that portion of the Work fully completed and accepted. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 5.4. Final payment shall be made only after the City Manager or his designee has reviewed a written evaluation of the performance of CONTRACTOR (prepared by the Contract Administrator) and approved final payment. The acceptance of final payment by CONTRACTOR shall constitute a waiver of all claims by CONTRACTOR, except those previously made in strict accordance with the provisions of the General Conditions and identified by CONTRACTOR as unsettled at the time of application for final payment. Contract Project Manual ARTICLE 6 MISCELLANEOUS 6.1. This Contract is part of, and incorporated into, the Contract Documents, as defined herein. Accordingly, all of the documents incorporated into the Contract Documents shall govern this Project. 6.2. Where there is a conflict between any provision set forth within the Contract Documents and a more stringent State or federal provision which is applicable to the Project, the more stringent State or federal provision shall prevail. 6.3. Public Entity Crimes: 6.3.1. In accordance with the Public Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who is a contractor, consultant or other provider, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the CITY, may not submit a bid on a contract with the CITY for the construction or repair of a public building or public work, may not submit bids on leases of real property to the CITY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with the CITY, and may not transact any business with the CITY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section by CONTRACTOR shall result in cancellation of the CITY purchase and may result in CONTRACTOR debarment. 6.4. Independent Contractor: 6.4.1. CONTRACTOR is an independent contractor under this Contract. Any and all work and/or services provided by CONTRACTOR pursuant to this Contract shall be subject to the supervision of CONTRACTOR. In providing such work and/or services, neither CONTRACTOR nor its officials, employees, contractors and/or agents shall act, or purport to act, as officers, employees, contractors and/or agents of the CITY. This Contract shall not constitute or make the parties a partnership or joint venture. 6.5. Third Party Beneficiaries: 6.5.1. Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a claim against either of them based upon this Contract. The parties expressly acknowledge that it is not their intent to create any Contract Project Manual rights or obligations in any third person or entity under this Contract. 6.6. Notices: 6.6.1. Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand-delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: For CITY: City of Miami Beach Procurement Division Attn: Gus Lopez, Procurement Director 1700 Convention Center Drive Miami Beach, Florida 33139 With copies to: City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 For CONTRACTOR: Advanced Roofing, Inc. Attn: Daniel Stokes 1950 N.W. 22 Street Fort Lauderdale, Florida 33311 6.7. Assignment and Performance: 6.7.1. Neither this Contract nor any interest herein shall be assigned, transferred, or encumbered by either party. In addition, CONTRACTOR shall not subcontract any portion of the work or services required by this Contract except as authorized by Section 18 of the General Conditions. CONTRACTOR represents that all persons delivering any work and/or services required by this Contract have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the scope of work for the particular Job Order, and to provide and perform such work and/or services, to CITY'S satisfaction, for the agreed compensation. Contract Project Manual 6.7.2. CONTRACTOR shall perform its duties, obligations, and any work and services under this Contract, in a skillful and respectable manner. The quality of CONTRACTOR'S performance and all interim and final product(s) provided to or on behalf of CITY shall be comparable to the best local and national standards. 6.8 Materiality and Waiver of Breach: 6.8.1. CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth in the Contract Documents is substantial and important to the formation of this Contract and, therefore, is a material term hereof. 6.8.2. CITY'S failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. 6.9. Severance: 6.9.1. In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 6.10. Applicable Law and Venue: 6.10.1. This Contract shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Miami- Dade County, Florida. By entering into this Contract, CONTRACTOR and CITY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to, or arising out of, the Contract. 6.11. CONTRACTOR shall specifically bind its sub-contractors to the provisions of this Contract. 6.12. Amendments: 6.12.1. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by CITY and CONTRACTOR. Contract Project Manual 6.13. Prior Agreements: 6.13.1. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Contract that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Section 6.12 above. Contract [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] Project Manual IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. Contract ATTES CITY OF MIAMI BEAC ,FLORIDA Gtit-C~c~•.-_ Robert Parcher, City Clerk Matti Herrera Bower, Mayor CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NON-CORPORATION FORMAT, AS APPLICABLE. [If incorporated sign below.] ATTEST: (Se retary) Robext P. Kornahrens Advanced Roofing, Inc . CONT TOR/ADVANCED ROOFI ,INC. gy ( ignature and Title) Corporate Seal) [If not incorporated sign below.] CONTRACTOR APPROVED AS TO FORM 8~ LANGUAGE 8~ FOR~CUTION Daniel Stokes, CSI, CDT, Vice President (Type Name/Title Signed Above) 11 day of septembe~20 09 WITNESSES: (Name) By (Signature) (Type Name Signed Above) ,/~ $ ~Z~ ~nq day of , 20 '_'~"r" ITY REQUIRES FIVE (5) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION. EXHIBIT 6 PERFORMANCE BOND ,N.~ E' ~ S C).~ .~..,Z ~ e~' cC ,~,,,~ ~ Q C'1 c~ ~ e S ,~1'1 G' Public Works Bond In compliance with Florida Statutes 255.05(1)(a) BOND No. SU1039352 CONTRACTOR ADVANCED ROOFING, INC. ADDRESS 1950 N.W. 22ND STREET FT. LAUDERDALE, FL 33311 PHONE No. (954) 522-6868 SURETY COMPANY ARCH INSURANCE COMPANY ADDRESS ONE LIBERTY PLAZA, 53RD FLOOR NEW YORK, NY 10006 PHONE No. (212) 651-6500 OWNER NAME THE CITY OF MIAMI BEACH ADDRESS 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139 PHONE No. (305) 673-7234 CONTRACT PROJECT NO. ITB N0.27-08~ 09 PROJECT NAME JOB ORDER CONTRACT -ROOFING CITYWIDE CONSTRUCTION SERVICES PROJECT LOCATION MIAMI BEACH, FL LEGAL DESCRIPTION VARIOUS LOCATIONS AND STREET ADDRESS DESCRIPTION ROOFING Front Page All other bond page(s) are deemed subsequent to this page regardless of any page number(s) that may be preprinted thereon. Bond No. SII1039352 Project Manual _ Form of Performance Bond 00914 FORM OF PERFORMANCE BOND BY THIS BOND, We ADVANCED ROOFING, INC. as Principal, hereinafter called CONTRACTOR, and Arch Insurance Company as Surety, are bound to the City of Miami Beach, Florida, as Obligee, hereinafter called CITY, in the amount of an initial Two Million Dollars ($2,000,000) for VERTICAL CITYWIDE, an initial Two Million ($2,000,000.00) for HORIZONTAL ROW, an initial Five Hundred Thousand Dollars ($500,000) for ELECTRICAL, an initial Five Hundred Thousand Dollars ($500,000) for MECHANICAL, an initial Five Hundred Thousand Dollars ($500,000) for WATERPROOFING/PAINTING, and an initial Five Hundred Thousand Dollars ($500,000) for ROOFING for the payment whereof CONTRACTOR and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. WHEREAS, CONTRACTOR has by written agreement entered into a Contract, ITB No.: 27-08/09 ,awarded the 15th day of _ .July , 20 09 , with CITY which Contract Documents are by reference incorporated herein and made a part hereof, and specifically include provision for liquidated damages, and other damages identified, and for the purposes of this Band are hereafter referred to as the "Contract'; THE CONDITION OF THIS BOND is that if CONTRACTOR: 1. Performs the Contract between CONTRACTOR and CITY far construction of Job Order Contract ITB_... 27-08/09 the Contract being made a part of this Bond by reference, at the times and in the manner prescribed in the Contract; and 2. Pays CITY all losses, liquidated damages, expenses, costs and attorneys fees including appellate proceedings, that CITY sustains as a result of default by CONTRACTOR under the Contract; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract; then THIS BOND IS VOID, OTHERWISE IT REMAINS IN FULL FORCE AND EFFECT. Whenever CONTRACTOR shall be, and declared by CITY to be, in default under the Contract, CITY having performed CITY obligations thereunder, the Surety may promptly remedy the default, or shall promptly: Project Manual Form of Performance Bond 3.1. Complete the Project in accordance with the terms and conditions of the Contract Documents; or 3.2. Obtain a bid or bids for completing the Project in accordance with the terms and conditions of the Contract Documents, and upon determination by Surety of the lowest responsible Bidder, or, if CITY elects, upon determination by CITY and Surety jointly of the lowest responsible Bidder, arrange for a contract between such Bidder and CITY, and make available as work progresses (even though there should be a default or a succession of defaults under the Contract or Contracts of completion arranged under this paragraph) sufficient funds to pay the cyst of completion less the balance of the Job Order Amount; but not exceeding, including other costs and damages far which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the Job Order Amount," as used in this paragraph, shall mean the total amount payable by CITY to CONTRACTOR under the Contract and any amendments thereto, less the amount properly paid by CITY to CONTRACTOR. No right of action shall accrue on this bond to or for the use of any person or corporation other than CITY named herein. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect Surety's obligation under this Bond. Signed and sealed this 15th day of July 20 09 Project Manual Form of Performance Bond PU1tUER OF ATTORNEY Know All Men By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal ofi'ice in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Mary C. Aceves, Warren M. Alter, Charles D. Nielson, Charles J. Nielson, David R. Hoover and Gicelle Pajon of Miami Lakes, FL (EACH) - its true and iawfu[~Attor#:teY($)-irr-Fact, to make, execute, seal, and deliver from the date of issuance of this powerfor and on its behalf as surety, and as i#s act and deed: Any and all bands and undertakings EXCEPTTQN N.~ AtJ"i'HORITY is granted to make, execute, .seal and_deliver bgnds.ar undertakings that guarantee the payment: ar-collection cf any promissciry note, ehect4, draftor I.efter caf credit; This authority does not permit the same ot;;ligation to Abe split rota two or more bands #n order to bring each. such ;bond uvithin the dotter 1attii# of autht~rity as set forfh~'tte'E:Ih The Company rriay ~evokefttis app©irS#rnent at +any~firrre. The exscutican tiff staoh bonds anc! undertakings in pursuance-of t••hese pfi,~etate_$iiatl be as binding upah the. said Cornpar~y ss fully .and amply to .ail intents and purposib~3; as if the same had been:tul~r esc$cuted anci actrnnwiedged tZy`its ,.., regk~larly;ele~@d :o~rcers at its principal office it t~ansas ~3ity; ~vlissot~n .. . _. <, _ This Power o~ Attortmey is executed by authority of reebltifions adopxe~i b'Y ariimau5 .consent of the Board of Ci~rectore of the ~:ompany on l~larch 3, 2003, true and accurate r~spies of which are.~nafter set fio~th.ancl are heereby certifest,to~by the ur#dersigned Secretary as toeing in frill force-and gffeiE "VOTED, 'That the Chairman of the t3c~rd, the President, r~r;eny Vice Prt~ident~,or their appoitit~es tlesigrta#ed in writitjg and. flied ttvi#h theS.ecre#ary, or the Secretary shad have the ..power and authority to appoint ager~#s and e#torneys-ire-fact and to authorize them #a execute on behalf of the'Cgmpany, and attach-the seal of the 'Company #hereto, 'tsontis and un+dertait#ngs,, re~gnizancas, caratraets of ind~m~ity ;and other wrfrngs; Q¢I!gor~+ iri #t~e nature the;~t~,f, attd end ~~uc~1 offrcers of #i~e Company n1a~ apprint.ager-tts for a~eptence of prair~ss" This Rower of Attorney is signed; sealed and certiTied by facsimile under and by authority cif the following resolution adopted by the unanimous consert# of the t3aard: of E]irectors of the Company an March 3, 2t)03: Vt3TEU, 'That the signature of the Chairman of the Br~ard; the President, r~r ara}r Vice- President, or their apponn#ees designated ir# wcitirig and fired with the Secretary, aril the 5tgnature of :the Secretary, the -seal cif the Ccrnpany; and certifications by the Secretary, trTay be affixed, by fa~imlle on any power of attorniey ~sr band executed pursuant to tt3e resolution adopted'by the Board ±sf Directors ort Marcta 3, ~UtI~, Brad any &uch power oo exeeu#ed; sealed `att'd certified with respect to any band or undertaking to which it is attached, shall continue to be vaii'd and binding .upon the Company. OOMLO©13 00 03 03 Page 9 of 2 Printed in U.S.A. EXHIBIT 7 PAYMENT BOND Bond No. SII1039352 Project Manual _._..._. Form of Final Receipt 00915 FORM OF PAYMENT BOND BY THIS BOND, We ADVANCED ROOFING INC. as Principal, hereinafter called CONTRACTOR, and Arch Insurance Company as Surety, are bound to the City of Miami Beach, Florida, as Obligee, hereinafter called CITY, in the amount of an initial Two Million Dollars ($2,000,000} for VERTICAL CITYWIDE, an initial Two Million Dollars ($2,000,000.00) far HORIZONTAL ROW, an initial Five Hundred Thousand Dollars ($500,000) for ELECTRICAL, an initial Five Hundred Thousand Dollars ($500,000) for MECHANICAL, an initial Five Hundred Thousand Dollars ($500,000) for WATERPROOFING/PAINTING, and an initial Five Hundred Thousand Dollars ($500,000) far ROOFING for the payment whereof CONTRACTOR and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severaNy. WHEREAS, CONTRACTOR has by written agreement entered into a Contract, Bid/Contract No.:~ 27-08/09 ,awarded the 15thday of _ July , 20 09 with CITY which Contract Documents are by reference incorporated herein and made a part hereof, and specifically include provision for liquidated damages, and other damages identified, and for the purposes of this Bond are hereafter referred to as the "Contract"; THE CONDITION OF THIS BOND is that if CONTRACTOR: 1. Pays CITY all losses, liquidated damages, expenses, casts and attorneys fees including appellate proceedings, that CITY sustains because of default by CONTRACTOR under the Contract; and 2. Promptly makes payments to all claimants as defined by Florida Statute 255.05(1) for all labor, materials and supplies used directly or indirectly by CONTRACTOR in the performance of the Contract; THEN CONTRACTOR'S OBLIGATION SHALL BE VOID; OTHERWISE, IT SHALL REMAIN IN FULL FORCE AND EFFECT SUBJECT, HOWEVER, TO THE FOLLOWING CONDITIONS: 2.1. A claimant, except a laborer, who is not in privity with CONTRACTOR and who has not received payment for its labor, materials, or supplies shall, within forty-frve (45) days after beginning to furnish labor, materials, or supplies for the prosecution of the work, furnish to CONTRACTOR a notice that he intends to look to the bond for protection. 2.2. A claimant who is not in privity with CONTRACTOR and who has not received payment for its labor, materials, or supplies shall, within ninety (90) days after performance of the labor or after complete delivery of the materials or supplies, deliver to CONTRACTOR and to the Surety, written Projeect Manua! Form of Final R®ceipt notice of the performance of the labor or delivery of the materials or supplies and of the nonpayment. 2.3. No action for the labor, materials, or supplies may be instituted against CONTRACTOR or the Surety unless the notices stated under the preceding conditions (2.1) and {2.2} have been given. 2.4. Any action under this Bond must be instituted in accordance with the Notice and Time Limitations provisions prescribed in Section 255.05(2), Florida Statutes. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect the Surety's obligation under this Bond. Signed and sealed this 30th day of ___July , 20 09 (CORt~TE SEQL~ ~ IN THE PRESENCE OF: Advanced Roofing, Inc. Name of C ration/) By `~ (Signature and Title) ]~'t P. i~~s, P.cesidait (Type Name/Title Signed Above) Arch I surance Company INSUR NCE COMPANY By Agent and AttorneyV-in-Fact Warren M. A1Cer One Liberty Plaza, 53rd Floor (Address: Street) New York, NY 10006 (City/State/Zip) Telephone No.: (212) 651-6500 Pfl1NER QF ATTORNEY Know All Men By These Presents: That the Arch Insurance Company, a corporation organized and existing under the taws of the State of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Mary C. Aceves, Warren M. Alter, Charles D. Nielson, Charles J. Nielson, David R. Hoover and Gicelle Pajon of Miami Lakes, FL (EACH) its true and lawful A#t©rtiey(s)-in-Fact, to -make, execute, seal, and deliver from the date ofi issuance of this power for and on its behalf as surety, and as its act and deed: Any and all bonds and undertakings F_XCEPTION: NO AUTHORITY is granted to make, execute, -seal and deliver bonds .or undertakings that guarantee the payment or collection of any promissory note, check, draft or letter of credit. This authority does not .permit the same obligation to be split into two or more bonds in order to bring each such .bond within the dollar limit of authority as set forth herein. The Company mayrevoke this appointment at any time. The execution of ..such bonds and undertakings in pursuance~of°these`presents_`shatl pe as binding upon the said Company as fully and. amply to ail intents. and .purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at lts principal office in Itansas trity, Missouri: '~ This Rower of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3, 20t)3, true and accurate copies of which are hereinafter set forth -and are hereby certified to by the undersigned Secretary as being in full. force and sffectt: "V~3TF_D, That the Chairman of the Board, the President,. orany Voce President, or their appointees designated in writing and. filed with the Secretary, or the Secretary shall have. the- power and authority to .appoint agents and attorneys-~-fact, and to authorize them #o execute on behalf of the Company, and attach the seal of the 'Company thereto, bonds and undertakings, rer~gnizances, contracts of indemnity and other writings, obligatory, in the nature thereofi, and arty such officers of the :Company may appoint agents for acceptance of process." This .Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003: V(O'i"ED, That the .signature of the Chairman of the Board, the President, or any 17ice President, or -their appointees designated in writing and fled with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board ofi `Directors on March 3, 2003, and -any such power so executed, seated and certified with respect to any bond or undertaking to which it is aftached, shall continue to be valid and binding upon the Company. OOML0013 00 03 03 Page 1 of 2 Printed in U.S.A. ACORD CERTIFICATE OF LIABILITY INSU ° ' ~, RANCE ~i28iso o PRODUCER (954)943-5050 FAX: (954)943-541T THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Frank H Inc. Furman ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE . , HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1314 East Atlantic Sled. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. 0. Sox 1927 P ono Beach FL 33061 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA:Crum & Forster ecialt Advanced Roofing Inc;Advanced LeasiaQ Inc. INSURERB:North River Insurance 1950 N W 22 St INSURER C: Steadf88t Insurance CO INSURERD:SrldQefield 1 er8 IIIS Ft Lauderdale FL 33311 INSURERE:COatinental Casualty Co. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. Y P IN$R ODT. TYPE OF INSURANCE POLICY NUMBER PODATEYMM/DDnVE DATE MYVIDD TION LIMITS GENERAL LIABILITY g 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED S 100, 000 A X CLAIMS MADE ®OCCUR GL0150993 4/1/2009 4/1/2010 M D XP s EXCLUDED X $7MIL PaR PROJ aGG S 1,000,000 X CONTRACTQJLL N AG RE AT S 2, 000, 000 GEN'L AGGREGATE LIMB APPLIES PER: r P A S 2, 000, 000 PRO- POLICY X L AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) s 1, 000, 000 B X ALL OWNED AUTOS 1337275989 4/1/2009 4/1/2010 gODILYINJURY SCHEDULED AUTOS (Per person) S ~ HIRED AUTOS /~~ (A / D BODILY INJURY $ X NON-0WNED AUTOS ~ j (Per accident) ~ ~ PROPERTY DAMAGE _ (Per accident) GARAGE LUIBILITY AUTO ONLY - EA ACCIDENT = ANY AUTO OTHER THAN AUTO ONLY: AGG S EXCESS/UMBRELLA LIABILITY S 10,000,000 X OCCUR ~ CLAIMS MADE A R A E lO, 000, OOO E C X DEDUCTIBLE AIIC930367407 4/1/2009 4/1/2010 S T NTI N D WORKERS COMPENSATION AND ~ STATU- OTH- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCT NT S 1, 000, 000 OFFICER/MEMBEREXCLUDED? If yes, tlescribe antler 083037231 1/1/2009 1/1/2010 E.L. DISEASE-EA EMPLOYEES 1, 000, 000 P IAL P VII N low E.L. DI EA E - P LICY IMR S 1, OOO, 000 E OTHER installation Floater 4016260407 4/1/2009 4/1/2010 each site $500,000 nay one hose $2, 000, 000 St wind/hail CsC $1000. AOP DESCRIPTIDN OF OPERATONSILOCATIONSA/EHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Sid Titie: Roofing Citywide Construction Services, ITS Dio. 27-08/09. City of lotiami Seach, Florida ie ]-dditioaal Snsurad for General Liability including Products-Completed Operations Coverage and Contractual Liability Coverage as per form CG20100704 4 CG20370704, J-utomobile Liability as par form CA00011001, sad Excess Liability policies. Insurance is primary and aoa-contributory to nay other insurance of the additional Insured. Lm:bralla is excess of all coverages including Workers Compensation. Waiver of Subrovation is favor CERTIFICeTF wnl nFp (786)394-4002 v/'f,~V GLLM I IVI~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City Of M].8T01 Beach, Florida EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL Xe~b~C~rdC MAIL Procurement Division 3O 1700 Convention Center Drive DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED 70 THE LEFT, Detiami Seach, FL 33139 AUTHORIZED REPRESENTATIVE // ~~ 7 Frank Furman, Jr/CS ,~,27`' T,....r...~..,..~__~_~ er--non ~s /~nn,lnu~ "~ "-' ®ACORD CORPORATION 1988 INS025 (oioe).oea Page ~ orz IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the cert~cate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 4C~RD 25/20o1/ARl INS025 (oioe~.oea Paee 2 a 2 POLICY NDMBER: GL0150993 POLICY DATES: 4/1/2009-4/1/2010 THt9 ENDORS~11TT CgANGB,S THZ~ POLIt:Y. PI.EA6'B RFAD IT CAR.SFCJLLY. DESIGNATED CONSTRIICTION pROJEC'T(S) G~i1~tEltAi~ AGGREGATE LIlIZIT'WIT~3 CAP T~ eaodarraaratmodlsea p~v;asa a~dar:M lbllo~v~ Co.CUL SAL I.TABrrrtY CoY1xAGE sc~vra Bid Title: Roofing Citywide Construction Services Desired Ca~rt~oo Ptvfectx ITB No. 27-08/09 ALL OI+iiGOIIJO PROJSCtS AWAY FROM PRFkQ8E8 OW2~ OR R~TIF.D TO YOU. (lf'm tat:~- aPP~ above, $a5ocayatim inquired m caaple4e tt~ eadoescaa3at vri11 be thowct is tha Dxla~dat~ au ale to tb3s eesdoeseIDeat) A..Faor aD ~ iebieh the factarrd beao®es Ie~aIly obli~ted to pay as damt~s Cawed by "oceaareaoes" tmda COYExAGB A (SECtTC1N ~~ ~ cam be atara'bnsted only to aa~ofaS • apetstla~e at a ~ d eo~6cz'artio~ project shoam in the Scl~fule above: 1. A Baas Deddaabd C-0nn~vcbia~o Project Ceaaail A~rep~ Limit appv~ to each de~oa~ed oomstavciioa text, aad tit Imait L egtal m the ~ of the fimeni eta Lfmh thowa is the DecJataticmt. However. the most we will paq- ttcdar tie Dadgutad Camstmcdaa Pnojext (3eaael t1e Laait fot all pTOjeart fs $ 7 , 0 0 0 ~ 0 0 0 . Z. Tba Dexi~asUed C.oaetraction Ptojeot Granecal A~r~ Lmzfd it tha most we w~ pay fbr t!m ima of aII dacma,~ snider taDYSttAGB ~l, eaoxpt dama,~ee beaxvve of "'bod:7Y ~~ ~ ~~ iachlded fn ~ ~D~-C~~CT~ O~C~ ~ i TZ$d'dfCl~ Of 1bQ~ Oi; ~ . a. Itmazd~ b. ~ iaide O~ ~'~ h9'ou~ ar 0. C~i~ ~ ~ ~i Clams at ~~ °SIIf'G{~ 3• ~'p~ mods ~ (~DYERAf37~ A i~ shaIl reduce the D-e ConstroCoon PrQfeet C~oetsl ~ Limn faar4ut de~tted oassurtr~tio~ pgojecs. b'och payments ~eII aot t~educe ~e (~mrral A~gi~ate: Limit ahavrn ~ tIx DecLradoaa far o~ d~~cd~comctivcti~~ ~~° Pmjext t3eansI A Limit p~1~ tbo~vo is the Schedule abovC. CFSGL118 4. The limits tdiown in the Decleratians far Eae~i Cce. Fire Damragt and Medical Expense cam~ne io apply. Hoarevec, msbrad of bcimg subject to the Gwaa1 A,ggtzgste Limit shower ire the DecIaratiams, such limits wt'D be snbjczt to the applicable Desieastrd Cansttnci-eo Project General Aggmgate LiamL B. Fur alt ~ ovhich 8u iztstazd bec~ames leEally obli~d m pay as daaages cavsod by "oc~mtncm" tmdet CdVER~t-GB C (SEC130N 1), which catmot ba attabuttd only to oagoia~ opaatioos at a ~g]e daeignat~ed coamrt~cdaa gaject ahoa-n m the Stele above: ' 1. Any gaynuats amde under COVER A(3B A f~ d shall rrduce the eaootrat av~ab]e trader ~e Gmrral Aggrrgatr Limit ot: t3~ Prodtu:ts-CamPleted ~~ ~e'S~ Limit, wbdcverer ~ app2icable~ cad 2. 3ucb p:ymenb shall cot rcdnoe eery Designated Co~nsauetion Project General Ag~egate Limit. C. ~Vhea eovera~e far lial~ity aritir~g out of tha '~odnct3-co®pleted opetativas baT.nrd" is Pte. ~ PjY~ ~ because of "bod~7y iagt~' err `~oropetty ~Se" . included is the "`product'-completed opa'tiaas hazard" wzZI redtre the Prodntts-Comp] eted Operations A,ggt,cgate Lnait, and not reduce $to Genn$1 A~trgate Limit nor the Designated Consmutian Prajcct c3enaai hgg~tc Limit D. If the applizsb]t daigaated ca~trnctioa pcaje~ct has been abandaaed, dr.Uyed, ~ absadoaed aAd then ttd, oc if the atrtbaciud cxmzia parties deviate from plans bineptmts, designt- speczSicatiaats oa~ timerab]rs, the pre j ect w~ sh'II be aec~d to bathe same camstivctiaat project E. The prnvisians of Limits Of Iar~ut3ace (SECTION III} not o$iawise toodi5ed by this eadaee~ sheD caniat:e m apply as stipstlatecL CFSGL 11$ POLICY NUMBER: C~.OI50993 (4/1/2009-4/1/2010) COMMERCIAL GENERAL LIABIUTY CO 2010 OT 04 TH13 ENDORSEMENT CHANOE3 THE POLICY. PLEASE READ tT CAREFULLY. ADDITIONAL INSURED -.OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANizAT10N Thla endaaement moditTea inaunmcs provided under the fopowing: COMMERCW. GENERAL LIABILITY CONEl~AOE PART Name O/Addit~nal lnaund Person(a) City of MiaQni Beach, Florida A. 8adfon U -Who la An Insured N amended to 1~ae a~n additlor~al inaund tfa person(a) or whit r~aspect'to Aabq~r 1br "body Irdury', 'pity da"!a0e" ar 'personal and advertitlnp Injury caue.d, In whoa. or In part, by: 1. Your aah or omhelor»; or 2 Tha ada or omhebns d those acting on your be~lWWf; In the pertlrx~mance d your ongoing operatlona for the add tonal Insursd(a) at the locatttlon(a) desig- natsdabove. SCHE~fULE Bid Title: Roofing Citywide Construction Services • ITB No: 27-0$/09 ~~-: , 8. With~~ roe bo the Msurarx:e atlbrdsd• bo these addrcanU tnaursda, the f~Otlowlnp addMbnal sxdu: sfont apply Thb ~sursncs doss not appy b "bodly ~rY' or 'P-'op~Y damage' oxurtfrp aRer: ~. ~ ft~mr~eah°c nr~tion wt~~ ~ rap~rrspr j ro ~ the ~., marnbenanw the addlttonal kuund~(a°r j'~ t~ of tt covsnd opsrattons has beers completed; or 2. That portbn d 'your wvrlc" out of whk~ the InJ~Y ~ damage arises has bean put b Ib lr} tended use by any person or organlzatbn other than arbther contrscbr of subo0ntrsabr en- gaged M psrfom~kp operatlona fbr a prtndpal as a part of the same project. CQ 20 i0 OT 04 O ISO Properties, Inc., 2004 Page t of 1 t7 POLICY NUMBER Q,0150993 (4/1/2009-4/1/2010) COMMERCIAL GENERAL LIABILITY CO 20 37 OT 04 THIS ENDORSEMENT CHANC3ES THE POLICY. PLEASE READ tT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS Thin endonemern modMsa Inaunance proNded under the toilouvlnp: COMMERCU1t. GENERAL LIABILITY COVERAGE PART 'SCHEDULE Nams Of Addhtonal Insured Person(s) City of Miami Beach, Florida Ssctlon U - tNho la An Insured Is amended to rnckids as an addltlonal kreurad the psnon(a) or orparrfatlon(s) shown ~ the Schedule. twt only wffh r~sepecd to ~y Ibr "bod Injury' or ~ dam- age' tweed In whole or to perk by work" at uN ~ de~d~~d end deewbed In the schsd- ineun~d and Included M ~ ed tfor that addlttonal opsrat)orn hazard' : ~ ~'~ . u] Bid Title: Roofing Citywide Construction Services ITB No. 27-08/09 CO 20 3T 0704 ®ISO Properties, Inc., 2004 Page 1 of 1 ^ POLICY NUMBER: Q,0150993 (4/1/2009-4/1/2010) COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Miami Beach, Florida Project: Bid Title: Roofing Citywide Construction Services, ITB No. 27-08/09 (If no entry appears above, information required to complete this endorsement will be shown in the Dedaratloris as applicable to this endorsement) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condltlon (Section N - COMMER- CIAL GENERAL LIABILITY CONDITIONS) is amended by the additlon of the following: We waive any right of recovery we may have against the person or organizatlon shown in the Schedule above because of payments we make for InJury or damage arising out of your ongoing operations or your work" done under a conb'act with that person or organizatlon and included in the "products-completed operators hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 ^ WORK)I3S COMPENSATION AND EMPLOYEk3 LIABILITY INSURANCE POLICY WAVER Of OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 4.84) We have the rlpM ~o racowr otx peymenb from anyone Gable for m fr~t,ay oovsred by,thie poAry. We wiU not enforce our rip#lt aQahei the person or orpantsatlor~ named ti the xhedule. (rnie aprwment apples only to the entent lhet you pertorrn work under a written contrail that requires you to obtain thle prsefisr4 fromwi) This e~nement ettaM not operate dlrsctly or hdirec0y to benefit inyons not narnod h the Schedule. ~~ Schedule City Of Miami Beach, Florida Project: Bid Title: Roofing Citywide Construction Services, ITB No. 27-08/09 ,. eta Thir endorsenerlt aarpes th. pa1t.~- b whkh A it eltacn.d end b sAecOw an the dW booed uMe.s ofhNr~.. wlad (7Tu MMtxinMlan blow Y ngtiied only wtwn tAb endorsement b tawNd .u6.ea+.nt b WeD.ratfon Or M poly.) r:neonemertt~awe 1/1/2009 t~afcyPtrL 083037231 Endoreerrwxtro. e*~ Advanced Roofing Inc ions ~~+oe cry Bridgefield II~loyers Ins cOr"'t"'~ YVC 00 031 ~ ~ (Ed. 4-84) Copy~ipfN 19e3 ntedonal Cawiel an Compenseiibn Inarena. Advanced Roofing Inc; Advanced Leasing Inc. POLICY N0: 1337275989 (4/1/2009-4/1,/201,0) _ . BUSINESS AUTO Various provisions in this policy restrict coverage. Read the et~re policy carefuly to detennlne rights, duties and what is and is not covered. Throughout this policy the words 'y-ou' and "your' refer to the Named Insured shown M the Declarations. The words 'tive', "us' and "our" refer to the Company providng this insurance. COMMERCIAL AUTO CA 00017001 COVERAGE FORM SECTION 1- COVERED AlJTOS item Two of the Declarations shows the "autos" that are covered "autos' for each of your averages. Tlie following numerical symbols describe the "autos' that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos'. Other words and phrases that appear in quotatlon marks A. Description Of Covered Auto Designation Symbols have spedal meaning. Refer to Section V - Dednffions. bol D Of Covit'~d Aub D~a bois 1 'AUtb' 2 Owned "Autos' ony those "autos` you own (and for Uabllity Coverage any 'traders' you donl own whoa • Only attached to paver units you own). This Indudes those "autos' you acquire ownership of altar the i b® Ins. 3 Owned Prvate Only the private passenger 'autos` you own. This Indudes those private passenger Passenger "autos' you acquree ownership of after the policy begins. `Au~B' On 4 Owned "Autos' Only those "autos' you own that are not of the private passenger type (and for Llabidty Other Than Coverage any ."trailers' you don't own while attached to power units you own). This Private Includes those 'autos' not of the private passenger type you acquire ownan:hip of after Passenger the policy begins. 'Autos' On 5 Owned "Autos' Ony those 'autos" you own that era required to have No-Fault benefits In the state where Subject To No- they are licensed or prlndpady garaged. This Indudes those "autos' you acquire Fault ownership of attar the policy begins provided they are required to have No-Faun benaflts 6 Owned "Autos` Only those "autos' you own that because of the law In the state where they are dcensed SubJed Ta A . or prindpndy garaged are required to have and cannot reject Uninsured Nbtorists • Compulsory Coverage. rnis Indudes thou "autos' you acquire ownership of after the policy begins Uninsured provided they are subject to the same state uninsured motorists requirement. a T I Spedffcnly Ony those "solos' described in Item Three of the Dedarailons for which a prernlum Described charge is shown (and for Uabllly Coverage any "trailers` you don't own while attached to Hirad'Autos' Ony those 'autos" you lease, hire, rent or borrow. This does not include any "auto' you Ony lease, hire, rant, or borrow from any of your 'employees', partners (ft you are a partnership), members (tf you era a dmtted liability company) or members of their 9 Nonowned Ony those "sofas' you do not own, lease, hire, rent or borrow that are used in connection "Autos' Ony with your business. This Indudes 'autos' owned try your "employees', partners (if you are a partnership), members (ff you are a dmfted debility company}, or members of their households but only while used In vour business or your carsontsl affairs. B. Owned Autos You Acquire Aftsr The Potfcy B®glns acquire wd! be a covered "auto" for that coverage 1. if Symbols 1, 2, 3, 4, 6 or 6 are entered next to a cny ff: coverage In Item Two of the Dedaratbns, then you a. We already cover all "autos" that you own for . have overage for "autos' that you acquire of the that coverage or h replaces an `auto' you type described for the remainder of the pocky previously owned that had that coverage; and ~dod• b. You led us within 30 days after you acquire tt 2. But, H Symbol 7 Is entered next to a coverage fn that you want us to cover h for that average. item Two of the Declaratbns, an "auto' you CA 00 01 10 01 Copyright, 150 Properties, inc., 2000 Psge 1 of i 1 C. Cartsin Trail®rs, Mobile Equipment And Temporary Su>tsstlrtuts Autos )f Liability Coverage is provided by this Coverage Form, the folowing types of vehides era also arvered 'autos` for Liabi[tty Coverage: 1. 'Trailers' with a bad capacity of 2,DDD pounds or less designed primarily for travel on public roads. 2 "Mobile equipment' while being caxriad or towed by a covered `auto'. 3. Any 'auto' you da not own while used with the permission of its owner as a temporary substitute for a covered °auto' you own that is out of service because of its: a Breakdown; b. Repair, c. Servicing; d loss'; or s. Destruction. SECTION U - LL4BIU'TY COVERAGE A. Coverage We wip pay all sums an 'Snsured' legally must pay as damages because of 'bodty injury' or 'property damage' to which this insurance applies, reused by an ~cddant' and rasultlng ,from the ownership, maintenance or use of a covared'auto'. We wiA also pay all sums an 'Srisured" legally must pay as a "covered pollution cost or expense' to which this insurance applies, caused by an `oxidant" and resulting from the ownership, maintenance or use of c~vvared 'autos'. However, we wiR only pay for the `covered pollution cost or expense' 'rf there is either bodily injui~' or "property damage' to which this .insurance applies that is caused by the same ~'acddenY. We have the right and duty to defend any 'Snsured" against a `sutY asking for such damages or a "covered pollution cost or expanse". However, we have no duly to defend any 'Snsurad' against a `suit' seeking damages for 'bodty injury" or `property damage' or a 'covered pollution cost or expense' tD which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Limit of insurance has bean exhausted by Payment of judgments or sattierneirts. t. Who is An Insured The following era 9nsureds": a. You for arty covered `auto'. b. Anyone e}se while using with your permission a covered `auto' you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto'. This axcap5on does not apply if the covered `auto' is a "trailer' connected to a covered 'auto' you own. (2) Your "employee' if the covered "auto' is owned by that "employee' or a member of his or her household. (3) Someone using a covered `auto' while he or she is working in a business of seQing, servicing, repairing, parfdng or storing `autos' unless that business is yours. {4) Anyone other than your `employees', partners {tf you are a partnership), marnbars (if you are a limited Iiabttity compare, or a lessee or borrower or arty of fhefr 'employees', while moving property tD or from a covered 'auto'. (5} A partner (if you are a partnership), or a member (if you are a Qmtted (lability company) for a covered °auto' owned by him or her or a member of his or heir . household. c. Anyone liable for the conduct of an 'Snsured' described above but only to the extent of that liability. 2 Govara~ Extensfo~ns a. Supplementauy Paymerrts In addition to the Limit of Insurance, we will pay for the 'fisured": {i) All expanses wa incur. (2) Up to $2,DDD for cost of bail bonds [rndudfng bonds for related traffic law violations) required because of an "acddent' we cover. We do not have to famish these bonds. _ (3) Tha cost of bonds to release attachmerrts in any '§utY against the 'insured' we defend, but ony for bond amourds within our Limit of tnsurance. (4) Ali reasonable expenses incurred by the 'Sns~ured' at our request, including actual loss of earnings up to $250 a day because of time off from work {S) All costs taxed against the 'Snsured' in any 'suit' against the 'Snsurad' we defend. (6) Ali interest on the fuq amount of any judgment that accrues after entry of the judgment in' arty 'sulY against the 'Snsured' we defend, but our duty to pay interest ends when we have paid, offered tD pay or deposited in court the part of the judgment fhat is within our Limit of Insurance. Page 2 of 11 Copyright, !50 Properties, inc., 2DD0 CA Oo Q1 1D G7 b. hut-Of~State Coverage Fxtensiorts While a covered `auto' is away from the state where i< is Ticansed wa will: (i) Increase the Limit of lnsuranca for Liability Coverege to meat the limits spedfiad by a compulsory or financial responsibllNy taw of the jurisdction where the t~vared "auto' is being used. This eactension does not apply to the limit or Gmiis specified by any taw governing motor carriers of passengers or property. . (2) Provide th® minimum amounts and types of other coverages, such as no-fault, required of out-of-stets vehicles by the jurkdicfiron where the covered 'auto' is being used. We will not pay anyone more than once for the same siemer~ts of loss because of these extensions. B. Exdctsiotes This insurance does not appy to any of the following: 1. Expes~ed Or Irrtandad injury "Bodily injury' or `property damage' expected or intend®d from the standpoint of the 'Snsurad'. 2 Car~fradual Liability assumed under any contract or agreement. But this exclusion does not apply to Lability for damages: a. Assumed in a contract or agreement that is an ''insured contract' provided the 'bod'iy injury" ar "property damage' occurs subsequent to the e execution of the contract or agreement; or ~ b. That the 'Snsured' would have in the absence $ of the contract or agreement. 3. -Norkecs' Comper:sation Any obligation for which the 'Sns~ured' or the 'SnsurBd's' insurer may be held Labia under any workers' compensation, desabiiity benefits or uriampioyment compensation law or any similar ~ law. 4. Eatpbyss indsmnificatiori And Empfoye-t's _o ~'~Y gadfly injury' to: ~ a. An 'employee" of the 'Snsured` arising out of ~ and in the course of: (i) Employment try the insured"; or • (Z) Performing the duties related to the _= conduct of the 'Snsurad's' business; or b. The a-pouse, child, parent, brother or sister of that °employae' as a consequanra of Paragraph a. above. This exdusion applies: (1) Whether the insured may be Gable as an employer or in any other capacity and (2) To any obligation to share damages with or repay someone else who .must pay damages because of the injury. But this axdusion does not apply to bad'y injury' th domestic `employees' nat entitled to workers' compensation benefits or to Gabtiity assumed by the 9nsurad' under an 'Snsurad contract'. For the purposes of the Coverage Form, a domestic 'afnployea' fs a parson engaged in household or domestic work performed principaly in connac~5on with a residence premises. 5. Fsiibw 6nplo±i-ss Bodily injury' to any fellow `employ®e" of the 9nsurad arising out of and in the course of the tallow `employee's" employment or while p®rforming duties related to the conduct of your business. 6. Cars, Ct~stad~y Or Control 'Property damage' to or `covered pollution cost or expense' invoh-ing property owned or transported by the 'Snsured' or in the 'Snsured's' care, custody or contrd. But this axdusion does not apply to GabiGty assumed under a sidairadc agreement 7. Handiir~g Of Property "Bodily ir~ury" or "property damage' resulting from the handi'mg of property: a. Before tt is moved ftom the place where it is accepted by the 'Snsurad" for movement into or onto the covered "auto'; or b. After It is moved from the covered "auto' to the place where it is finaily deGverad by the ~nsurad'. 8. iNbvsment ~f PropeartY gY Mechanical Device Bodily injury' or "property damage' resulting from the movement of property by a mBChanical device (other than a hand truck) unless the device is altadwd to the covered "auto'. 4. Opsratiotts '8odiy injury' or "property damage" arising out of the operation of any equipment listed in Paragraphs 6b. and 6.c. of the defmftion of 'mobile equipment'. CA DO 01 1001 Copyright, lS~ Properties, inc., 2DD0 Peg. 3 of 11 14. Completed Operations "Bodily injury' or `property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work means: a. Work or operations perfom~ad by you or on your behalf; and b. Materials, parts or equipment furnished in connadion with such work or oparati~ns. Your work indudes warranties or representations made at any time with respad to the fttness, qualtty, durabllNy or parfonnancs of any of the items included in Paragraphs a. or b. above. Your work wID be deemed completed at the e~riiest of the following times: (1) When aq of the work called for in your contrad has been completed. (2) When all of the work to be done at the site has bean completed if year contract calls for work at rnora than one site. (3) When that part of the work done at a job site has bean put to its intended use b'!' any persoh or organization other than another contractor or subconbactor woridng on the same project Work that may Head service, maintanani:e, correction, repair or repla~inant, but which is otherwise complete, wl0 be treated as completed. 11. Pofiutian Bodiy injury" or 'property damage" arising out of the actual, alleged or threatened dscharge, dispersal, seepage, migration, release or escape of "pollutants": a. That era, or that are contained in any properly that is; (1) Seing transported or towed by, handled, or handled for movement into, onto or from, file covered-"auto"; - (2) Dtharwlsa in the course of transtt by or on behalf of the 'lrisurad'; or (3) Being stored, dsposad of, treated or • proarssad in or upon the covered 'auto"; b. Before the 'pollutants' or any property in which the 'pDputarits' are contained era moved from the place where they are accepted by the 5nsurad' for movement into or onto the covered 'auto"; or c. After the ~oilutants" or any property in which the `po0utarrts" are contained are moved from the covered `auto" to the place where they are ftnatry deMarad, dsposad of or abandoned by the 'Snsured'. Paragraph a. above does not apply to fuels, lubrs;ants, fluids, exhaust gases or other similar'poifutants'that are Headed for or result from the normal -electrical, hydraulic or madzanical fundioning of the covered "auto" or its parts, tf: (1) The °pollutants' escape, seep, migrate, or era discharged, d~sparsad or released dractiy from an "auto' part designed by Its manufadurer to hold, store, receive or dispose of such "pollutants'; and (2) The 'bodily injury', `property damage" or 'co1-ered pollution cost or expense' does not arise out of the operation of any equipment listed in Paragraphs 5b. and 6.c. of the definition of "mobile aquipmanY. Paragraphs 6. and e. above of this exclusion do not apply to 'accidents' that orxur away from premises owned by or ranted to an `Insured" wtth respect to °pollutants' not in or upon a caverad 'auto' tf: • (1) The °pollutants" or any properly in which the .'poDul:ants' are contained are upset, ovattumed Dr damaged as a result of the maintenance or use of a cwared 'auto"; and (2) The discharge, dispersal, seepage, migration,- release or escape of the 'pol{utants' is caused dradly by such upset, overturn or damage. 1 ~. War . Bodily injury" or 'property- damage' due to war, whether or not declared, or any ad or condition inddant to war. War includes dull war, insun•ection, rebalii~n or revolution. This exdusion appfies only to tiabfi(ty assun~ad under a contract or agreement 13. Rec~g Covered `autos' wht{a used in any professional or organized racing or demolition contest or stunting actrvtty, or while pradidng for such contest or adhrlty. This insurance also does not apply whfla that r~varad `auto' is being prepared for suds a contest or adivlty. C, Limit Of finance Regardless of the ~ number of covered "autos", 5nsvreds°, premiums paid, claims made or vahides trn-ofvad in the °acddent ,the most ova wIit pay for the total of aA damages• and 'covered poltution cost or expense' combined, resulting from any one `acddenY is the Lirntt of Insurance for Liability Coverage shown in the Dadarafibns. Page 4 of 11 Copyright, iS0 Properrfias,• Inc., 2~D0 CA 00 01 1001 Ail 'bodily injury', °prop~...~ damage' and 'covered pollution cost or expanse' resulting from continuous or repeated exposure to substantially the same conditions wail be considered as resulting from one `acddant'. No one v-n'~ be et~fitiad to receive duplicate Payments for the same elements of 'loss' under this Coverage Form and any Madca! Payments Coverage Fndon:emeM, Uninsured Motorists Coverage c. 1~ :caused by falling objects or missiles. However, you have the option of having glee; brsakag~e caused by a covered "auto's' colfsion or ovartum considered a "loss' 'under Collision Coverage. 4. Coverage ExEatssions s. Trsttsporfs~on E Endorsement or Undarfnsurad Motorists Coverage We wiA pay up to $20 par day to a maximum of Endiorsement attad•-ed to this Coverage Part. ~spp for temporary transportation expense SECTi~N 111-PHYSICAL DAiJIAAGE COVERAGE _ _ __ a. cavera~ incurred by you because of the total theft of a - _ _ _ _ ~ov~rgd-_'~uto' Of The private passenger type. We wiq pay only for those covered `autos" for 1. We wt's pay for loss` to a covered `auto' or its which you rant' either Comprehensive or equipment under. Spactfiad Causes of Loss Coverage. We will for tam transportation expanses a. Cornprehertsfve Covsnge From any cause except: (1) Tha covered `auto's' collision with ano object; w (2) Tha ccrverad `aura's' overturn. b. S~reified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Thaffi (3) Windstorm, hail or earthquake; (~} Flood; (S7 Mischief or vandalism; or {6) The sinking, burning, coQiston or darailmeM of any conveyance transporting . the covered "auto'. __ c. Caifesion Coverege ~ Caused by: (i) The covered "auto's' collision with another object; or (2) The covered "auto's' overturn. z. To~-ing N We wiA pay up to the limit Shown in the ~ Declarations for towing and Tabor costs incurred each time a covered 'auto" of the private passenger type is disabled. However, The labor ~ must be performed at the place of disablement. 3. Glass Breafcegs - Htiting A Bird Or Animal - ~ Fa6tr>g 'Objects a Missiles ~ ff you cant' Comprehensive Coverage for the ~ damaged caverad 'auto', we wt~ pay for the 3-= foAowing under Comprehensive Coverage: a. Glass breakage; b. 9.oss' caused try hitting a bird or animal; and Pay Pay incurred during the period beginning 48 hour: after the theft and endng, reganiiess of the poficy's expiration, when file covered `auto.' is '~ ratumed tD use or we pay for Hs loss'. b. Lass Of Use Expellees For Hired Auto Physical Damage, ova will pay expanses for which an "insured' becomes legally responsible tD pay for loss of use of a vehida ranted or hired wtthbut a driver, under a written rental contract or agreement. We will pay for loss of use expanses if caused by. (i) ~thar than collision only if the Declarafions indcate that Comprehansiva Coverage is provided for any covered .ate.. (2) Spedfied Causes (?f Lass only ff the Dactarations indcats that Spadfiad Causes Of Loss Coverage is provided for any covered 'auto'; or (3) Collision only ff the Dedarations indicate that Collision Coverage is provided for arty covered `auto'. However, the most we will pay for any expanses for loss of use is $2.D par day, to a rnazirnum of X600. B. i_xchisiatts 1. Wa will not pay for 9oss' caused try or resulting from any of the following. Such loss' is excluded reg~~ of arty other cause or avant that _ contributes concurrently or m any sequence to the loss". a. Nucisar lla=ard (1) Tha explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radation, or radtoactfiva contamination, however caused. CA 0~0 01 1001 Copyright, iSD Properties, inc., 2DD0 Page 5 of 11 b. War Or M[Ittary Acc.~n (i) War, indud~ng undedared or civil war, (2) Warlike action by a mi(rtary force, induding action in hindering or defending against an actual or effected attack, Iry arty 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 defendng against airy of these. . Z WB will not pay for 'loss' to any covered `auto' whNe used in any professional or organized radng or damson contest a stunting activity, or while practicdng for such contest or activity. We wiN also not ply for "foss' to any covered `auto' while that cavered'~r~' is being Prepared for such a contest or activltyy. 3. We wID not pay for loss` caused by or resulting from airy of,ths follo~rring unless caused by other 'loss' that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdovm. b. Blowouts, punctures or other road damage to tires. 4. We wiN not pay far loss' to any of the following: s. Tapes, records, discs or other similar audio, visual or data $lectronic devices designed for use with audio, visual or data electronic equipment. h. Arty devica~designed or used to detect speed measuring equipment such as radar or laser . detectors and any jamming apparatus intended to elude or disrupt speed measurement equipment. c. Arty electronic equipment, without regard to whether this equipment is permanently installed, that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. d. Any accessories used with' the electr•anic equipment described in Paragn3ph a above. Fxdusions 4.c. and 4.d. do not apply tv: a Equipment designed • solely for the reproduction of sound and accessories used with such equipment, provided such equipment is permanently installed in the covered auto" at the time of the 9oss' or such equipment is removable from a housing unit rJhich is permanently instaped in the covered `auto" at the time of the "foss', and such equipment is designed to be solely operated by u~~ of the power from the 'auto's' electrical system, in or upon the covered `auto'; or b. Arty other eladronic equipment that is: (1) Necessary for the normal operation of the arvered "auto' or the monltorfng of the covered `auto's' operating system; or (2) An integral part of the same unit housing any sound reixodudng equipment described in a. above and permanently installed in the opening of the dash or console of the covered `auto' normally used by the manufacturer for installation of a radio. 5. We wiN not pay for "loss` to a covered `auto' due to 'diminution in value'. C. LlrtnR Of hescn`ar~ca 1. .The most we wilt pay for "loss' in any one `acddenY is the lesser of: a. • The actual cash value of the damaged or • ~ stolen property as of the time of the 'foss'; or b. The cast of repairing or replacing the damaged or stolen property with other property of tike kind and quality. 2 An adjustment for depredation and physical condition wftl be made in determining actual cash value In the event of a total loss'. 3. !f a repair or replacement results in better than like kind or quatfty, ova will not pay for the amount of the betterment • D. Dmdur.Eibis For each cdvei'ed `auto', our obligation to pay for, repair, return w replace damaged or stolen property will be reduced by the applicable deductible shown in the Dadarations. Arty Comprehensive Coverage deductible shown in the Dedarafions does not apply to "loss' caused by firs or lightning. SECTION IY - SI~S[NF.SS AUTD CONDfTfD<tiS The following conditions apply fn addition to the Common Policy Conditions: a Lass Gondt~s i. Appraisal Far PfiysicaJ Damage Lass if you and we dtsagreB on the amount of 'loss", either may demand an appraisal of the "loss'. in this avant, each party wfN select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers wiN state separately the actual cash value and amount of 'M1oss'. tf they fail to agree, they wiU submit their drfferences to the umpire. A decision agreed to by any two wiN be bindng. Each party wilt: Page 6 of 11 Copyright, ISC Properties, Inc., 20DD CA 0'0 01 10 ~1 a. Pay its chosen a, , aiser, and b. Bear the other expenses of the appraisal and • umpire equally. ff wa submft to an appraisal, we v-riq stlq retain our right to lorry the Bairn. 2. Duties N The Event Of Accident, Claim, Suit Or loss • Wa have no duty tD provide coverage ender this policy unless there has been ful! compfcanre with the following duties a. in the event of `acddeni', claim, `sutY or '1oss', You must give us or our authorized rapresantative prompt notice of the `acddanY or 'loss'. Include: (1) How, when and where the `acddenf or 'loss' Occumad; (2) The ~nsured's' name and address; and (3) To the extant possible, the names and addresses of any injured parsons and wltr-esses. b. Additionally, you and any other invohrad insured' must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the 'lnsured's' own crosL (2) lmmedately sand us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or'sulC. (3j Cooperate with us in the irnastigation or settlement of the claim or defense against . the °suit'. ~ (4j Authorize us to obtain rnadical records ar g other pertina:M information. (~ Submit to examination, at our expense, by physidans of our choice, as often as we reasonably require. c. If there is 'loss' to a covered `auto" or its a equipment you must also do the following: ~ (1) Promptly notify the police if the covered ,~ 'auto' or any of its equipment is stolen, (2~ Take all reasonable slaps to protad the ~ covered `auto' from further damage. Also ~ keep a record ~ your expanses fnr consideration in the settlement of the claim. (3) Permit us to inspect the covered `autc' a~ and records proving the "lass' before its repair or dsposition. (.,, Agree iD aacaminations undar oath at ou request and give us a signed statement o your answers. • 3. Legal Action Against Us No one may bring a Iega! action against us undar thEs Coverage Form ur~1: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Ltabifity Coverage, we agree in writing that the 'insured' has an obligation to pay or ur>fB the amount of that obligation has ftnaliy • bean determined by judgment after trial. No one has the right under this policy to bring us into an action to determine the 'lnsured's" iiabiBtyy. 4. Lass ~~ - Pf1)rsical Qamtsgt Covsreges At our option we may: '•a. Pay far, repair or replace damaged or stolen properly; b. Retum the stolen property, at our expense, tNe will pay for any damage that results to the `auto' from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised vacua. if ~ we pay for the 'loss', our payment will ~ include the applicable sales tax for the damaged or stolen ProPenY• ~. TraRSfer Of Rights Of Reeavery Against Others 7o t!a ff any parson or organization to or for whom we make payment under this Coverage Form has rights to recover •damagas. from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after 'acdderd' or 'loss' to impair them. B. G®neral Candifiotts 1. Battivuptcy Banl~uptcy or insoh-enCy of the 'Snsured' or the ~nsured's' estate will not relieve us of arty obligations under this Coverage Form. 2. Concealment, Mis~rapresst~tation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Cd--erage Form. ft is also void if you or any other 'Snsured', at any lima, intentionally conceal or misrepresent a material fad concerning: a. This Govaraga Form; b, The covered "auto'; . c. Your httarest in the covered `auto"; of CA 00 01 10 Qi Copyright, 15a Properties, inc., 2DD0 Paga T of 11 d A claim under this .. ~varage Form. 3. LHasraltza~on tf we revise this Coverage Form to provide more coverage without addlfional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No To 8al1as - Physical Qaritags Covsrsges We wail not recognize any assignment or grant any cv--eraga for the benefit of arty parson or organization holding, storing or transporting property for a fee regard1es~s of arty other provision of th~ Govarage Form. S. Otlfier acs a. For any covered "auto' you own, this Coverage Form provides primary insurance. For arty covered ~'aub' you dvn't own, the insurance provided by this Cavarage Form is excess over any other coliactibia insurance. However, while a covered auto' which is a "trailer is connected to another vehicle, the Uability CDYarage this Coverage Form provides for the 'lrailet" is: {1) 6ccess while it is connected to a motor vehicle you do not own. (2) Primary while it is connected to a covered "auto' you own. b. For Hired Auto Physical Damage Coverage, any covered 'auto' you lease, hire, rant or borrow is deemed to be a cavared 'auto" you own. However, any'auto' that is leased, hired, rented or borrowed with a driver is not a covered `auto'. a Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary for any (lability assumed under an 'fisured contrast'. d~ When this Coverage Fonn and any other Coverage Form or policy covers on the same basis, either excess or primary, we wiA pay • only our share. Our share is the proportion that the Limit of Insurance of our Coverage Forth bears to the total of the limits of aA the Covarag~e Forms and policies cdvartng on the same basis. 6. Prstnik~m Audit s. Tha estimated premium for this Coverage Form is bas®d on the exposures you told us you would have when this policy began. We wID compute the final premium due when we determine your actual exposures, The estimated total premium will be credited against the final premium due and the first Nar~~~d Insured will bs billed for the balancz, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. tf the estimated total premium exceeds the final premtum duB, the first Nomad insured wiA gat a refund. b. if this policy is issued for more than one year, the premium for this Coverage Form wip be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period!, Coverage Territory- Under this Coverage Form. we cover 'accidents' and "iosses'.ocxurttng: b During the policy period shooowwn in the Declarations; and b. Within the coverage territory. The coverage territory is: e. The United States of America; b. The territories and possessions of the United 5tatas of,4merica; a Puerto Rice; d Canada; and e. Anywt~ara in the world lf: {Y) A covered "auto" of the private passenger type is leased, hired, ranted or borrowed without a driver for a period of 3D days or less; and (2) The 'Snsured's" responsibility to pay damages is determined in a `suit on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree Yo. We also cover 'doss' to, or °acddents" irnoiving, a covered "auto' while being transported between any of these places. 8. Two Or Mors Coverage Forms Or Policies issued gy U: tf this Coverage Form and any other Coverage Form or policy issued to you by us or any company aff7atad with us apply to the same 'acxidant', the aggregate maximum Limit of Insurance under all the Covaraga Forms or policies shall not exceed the highest applicable Limit of Insurance under arty one Covaraga Form or poCrcy. This condrfion does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as access insurance over this Covarege Form. Papa 8 of 1t Copyright, ISO Properties, Inc., 20D0 CA 00 Q7 100'1 A _~ ~. i~ SECTION V - DEFlNITIOf~tS A. `AcxidanY iridudes continuous or repeated exposure to the same conditions resulting in bodily injury' or `property damage'. i3. 'Auto` means a land motor vehicle, "trailer' or samitratler designed for travel on public roads but does not include "mobile equipment'. C. Bodily injury' means bodily injury, sicimess or disease sustained by a person indudmg death res:ull3ng from ary of these. D. °Covered poDution cost w expense' means any cost or expense arising out of: 1. A,rry request, demand, order or statutory or regulatory requirement; or 2 Any claim or "suit' Iry or on behalf of a gavammarrtai authority demandng that the 'Insured' or others test for, monibr, dean up, ramvve, contain, treat, detoadfy or neutralize, or in ~ any way respond to, w assess the effects of "pollutants'. 'Covered poflu6on test w expanse' does not include any cast or expense arising out of the aduat, alleged or threatened discharge, dispersal, seepage, migration, release w escape of 'pollutants': a That era, or Shat era contained m any property that is: (1j Being transported wtow~d by, handled, or handled for movement into, onto or from the covered `auto'; (2) Otherwise in the course of transit by or on behalf of the 'Snsurad'; manufacturer to hold, store, receive c depose of such "pollutar,Es"; and (2) The bodily injury", "`property damage' o "covered pollution cost or expense' does not arise out of the operation of and equipment frstad in Paragraphs 6.b. w fi.c of the definition of 'mobile equipment'. Paragraphs' b. and a above do not apply tc `acxident' that occur away from premises owned by or ranted to an 5nsured' witi~ respect do 'pollutants' not in w upon a c~varad `aub` if: (i) The "pollutants' or any properly. in which the 'pollutants' are contained are upset, . overturned or damaged as a result of the ma)intBnanca or use of a covered 'auto'; and (2j The discharge, dispersal, seepage, migration, release or escape of the 'poitutants` is caused drrecdy by such upset, overturn or damage. E "Diminution in value" means the actual or perceived foss in market value or resul® value which results from a direct and accidental 'loss'. F. `Employee' includes a 9aasad worker'. "Employee' does not include a 'temporary worker'. G. 'Insured' means any person or organfzatiori qualifying as an insured in the Who is An insured provision of the app6cabla coverage. F,ccapt with respect to the Limit of Insurance, .the coverage aifordad applies separately to each insured who is seeking coverage w against whom a claim w'suit' ES brought. (3) Being stored, disposed of, treated w H. "insured contract" means: processed in or upon the covered `auto'; 1. A lease of premises; b. Before the `pollutants' or any property in which L A sidetrack agreement; the `pollutants' are contained are moved from the place where they are accepted by the 3. Arty easement or flcanse agreement, except in 'Snsured' for movement into or onto the connection with construction or demolition covered `auto"; w operations on or within 50 feat of a railroad; c. After the 'po0utantr' or any Property in which the 'pollutants' ors corrtainad are moved from the covered "auto` to the place where they era finally delivered, disposed of or abandoned Iry the 9nsttred'. Paragraph a above does not apply to fuels, lubricants, fluids, exhaust gases or offer similar °poliutarfis' that are needed lot or result from the normal elaclricaf, hydraulic or mechanical functioning of the cv--ered "auto' or its parts, if: (1) The `pottutants" escape, seep, migrate, or are dscharged, dispersed or released drectfy from an `auto' part designed by its ca oo ~ ~ o of 4. An obligation, as .required by o~nance, to indemnify a inuniclpallty, except in connection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business ~ ('including an indemnlfic~tion of a municipality in connection with work performed for a munidpaBty~ under which you assume the tort liability of another to pay for bodily injury" w "properly damage' to a third party or organiza"fon. Tort liability means a liabiiiiy that would be imposed by law in the absence of any. contract or agreament7 6. That part of airy contract or agreement entered into, as part of your business; partatning to the rental or lease, by you or any of your 'employees", of arty 'auto". However, such contract or Copyright, ISO Properties, inc., 2oDD Page 9 of 1'f agreement shaD 'not considered an insured eoritrad' to the extant that ft obligates you or any of your `employees' to pay tot ~roperiy damage' to~any `auto' rental or leased Iry you or any of your `employees'. A,n 5nsured contract' does not include that part of any contract or agreement a. That indemnities a railroad for "bodily injury' or "property damage' arising out of construction or demolition operations, withN 50 feet of any raAroed property and affecting arty railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; or b. That pertains to the loan, lease or rental of an "auto' to you or any of your "ernployeas', if the 'guto' is loaned, leased or rented with a driver, or c. That holds a parson or organisation engaged in the business of transporting property by `auto' for hire harmless for your use of a covenaci 'auto' aver a route or territory that person or orpanfzation is authorized to serve by public autfiority. i. `Leased worker' means a parson leased to you by a labor leasing fine under an agreement between you L, and the labor leasing firm, to pertonn duties related to the conduct of your business. leased worker dons not include a'tamporary worker'. J. 'Loss' means direct and accidental loss or damage. iG 'Mobile equipment' means any of the following types of land vehicles, including any attached machinery or equipment 'f. Bulldozers, fans machinery, forldifts and other vehicles designed for use principally oft public roads; 2 Vehicles maintained for use solely on or next to premises you vwn or rant; 3. Vehic)es that travel on crawler beads; 4. Vehicles, whether self-propeiiad or not, maintained P~a~Y tD ~ provide mobility to permanently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing aqufpment such as graders, scrapers or roflars. 5. Vehicles not described in Paragraphs 1., 2., 3, or 4. above that are not self-propelled and are maintained primarily to provide mobility to pannauientiy attached equipment of the following n'P~ a. Air compressors, pumps and ganerators,~ indudrng spraying, welting, building cleaning, ge., . ysical exploration, Gghfing and w_il samdng aqufpmant; ar b. Cherry pickers and sim8ar devices used to raise ~or lower warkers. 6. Vehicles net described in Paragraphs 1., 2, 3. or 4. above maintained primarily for purposes other than the transportation of parsons or cargo. However, sail-propelled vehicles with the following types of pennanenty attached equipment era not "mobile equipment" but will be considered `autos": a. Equipment designed primarily for. {1) Snow removal; {2) Road maintenance, but not construction or resurfadng or (3) Slrsat cleaning; b. Cherry pickers and similar devices mounted on autbmobila or truck chassis and used to raise or lower workers; and a Air compressors, pumps and generators, ihdudrng spraying, welding, buDdfn~ cleaning, geophysical exploration, fighting or wall sarvidng equipment 'Pollutants' means any solid, liquid, gaseous or thannal irritant or contaminant, including smoke, vapor, soot, fumes, adds, alkalis, chemicals and waste. Waste includes materials to be recycled, recondrtionad or redahnad. hd. "Property damage' means darriage tD or lass of use of tangible property. N. °SttfY means a dull proceeding in which: 1. Damages because of "bodily injury" or "properly damage"; or L A'coverad pollution cost or expanse', to which Phis insurance applies, are alleged. `Suit" includes: a An arbitration proceeding in which such damages or "covered pollution casts or expanses" are claimed and to which the 'Snsurad" must submit or does submit wftli our consar~ or b. Arry other aftemative drsputa resolution proc~edrng in which such damages or 'covered pollution costs or expanses' axe claimed and to which the insured submits with our consent. ~. 'Temporary worker' means a parson who is fumishad to You to substitute for a permanent "smp{oyae" on issue or to meat seasonal or short-farm workload condrtions. P. `Trailer' includes semitraflar Pa ja 10 of i 1 Copyright, iS0 Properties, inc., 2DDD CA o0 01 1001 l:A OD D7 7 D Gl r ~m _~ a _~ :i GA 00 Q7 10 01 Copyright, ISO Properties, Inc., 2D~0 f 1 ~'1/~ Page Y 1 of 11