d.e. 1 complaint_1

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    2JS 44 (Rev. 12/07) CIVIL COVER SHEETThe JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as pry local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of inhe civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.)

    . (a) PLAINTIFFS DEFENDANTS

    (b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

    NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE

    LAND INVOLVED.

    (c) Attorneys (Firm Name, Address, and Telephone Number) Attorneys (If Known)

    I. BASIS OF JURISDICTION (Place an X in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES(Place an X in One Box for P(For Diversity Cases Only) and One Box for Defendant

    u 1 U.S. Government u 3 Federal Question PTF DEF PTF D

    Plaintiff (U.S. Government Not a Party) Citizen of This State u 1 u 1 Incorporated orPrincipal Place u 4

    of Business In This State

    u 2 U.S. Government u 4 Diversity Citizen of Another State u 2 u 2 Incorporated andPrincipal Place u 5

    Defendant(Indicate Citizenship of Parties in Item III)

    of Business In Another State

    Citizen or Subject of a u 3 u 3 Foreign Nation u 6

    Foreign Country

    V. NATURE OF SUIT (Place an X in One Box Only)CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTE

    u 110 Insurance PERSONAL INJURY PERSONAL INJURY u 610 Agriculture u 422 Appeal 28 USC 158 u 400 State Reapportionm

    u 120 Marine u 310 Airplane u 362 Personal Injury - u 620 Other Food & Drug u 423 Withdrawal u 410 Antitrust

    u 130 Miller Act u 315 Airplane Product Med. Malpractice u 625 Drug Related Seizure 28 USC 157 u 430 Banks and Banking

    u 140 Negotiable Instrument Liability u 365 Personal Injury - of Property 21 USC 881 u 450 Commerce

    u 150 Recovery of Overpayment u 320 Assault, Libel & Product Liability u 630 Liquor Laws PROPERTY RIGHTS u 460 Deportation

    & Enforcement of Judgment Slander u 368 Asbestos Personal u 640 R.R. & Truck u 820 Copyrights u 470 Racketeer Influence

    u 151 Medicare Act u 330 Federal Employers Injury Product u 650 Airline Regs. u 830 Patent Corrupt Organizatio

    u 152 Recovery of Defaulted Liability Liability u 660 Occupational u 840 Trademark u 480 Consumer Credit

    Student Loans u 340 Marine PERSONAL PROPERTY Safety/Health u 490 Cable/Sat TV

    (Excl. Veterans) u 345 Marine Product u 370 Other Fraud u 690 Other u 810 Selective Service

    u 153 Recovery of Overpayment Liabil ity u 371 Truth in Lending LABOR SOCIAL SECURITY u 850 Securities/Commod

    of Veterans Benefits u 350 Motor Vehicle u 380 Other Personal u 710 Fair Labor Standards u 861 HIA (1395ff) Exchange

    u 160 Stockholders Suits u 355 Motor Vehicle Property Damage Act u 862 Black Lung (923) u 875 Customer Challenge

    u 190 Other Contract Product Liability u 385 Property Damage u 720 Labor/Mgmt. Relations u 863 DIWC/DIWW (405(g)) 12 USC 3410

    u 195 Contract Product Liability u 360 Other Personal Product Liability u 730 Labor/Mgmt.Reporting u 864 SSID Title XVI u 890 Other Statutory Acti

    u 196 Franchise Injury & Disclosure Act u 865 RSI (405(g)) u 891 Agricultural Acts

    REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS u 740 Railway Labor Act FEDERAL TAX SUITS u 892 Economic Stabilizat

    u 210 Land Condemnation u 441 Voting u 510 Motions to Vacate u 790 Other Labor Litigation u 870 Taxes (U.S. Plaintiff u 893 Environmental Mat

    u 220 Foreclosure u 442 Employment Sentence u 791 Empl. Ret. Inc. or Defendant) u 894 Energy Allocation A

    u 230 Rent Lease & Ejectment u 443 Housing/ Habeas Corpus: Security Act u 871 IRSThird Party u 895 Freedom of Informa

    u 240 Torts to Land Accommodations u 530 General 26 USC 7609 Act

    u 245 Tort Product Liability u 444 Welfare u 535 Death Penalty IMMIGRATION u 900Appeal of Fee Determ

    u 290 All Other Real Property u 445 Amer. w/Disabilities - u 540 Mandamus & Other u 462 Naturalization Application Under Equal Access

    Employment u 550 Civil Rights u 463 Habeas Corpus - to Justice

    u 446 Amer. w/Disabilities - u 555 Prison Condition Alien Detainee u 950 Constitutionality of

    Other u 465 Other Immigration State Statutes

    u 440 Other Civil Rights Actions

    V. ORIGINTransferred fromanother district(specify)

    Appeal to DJudge fromMagistrateJudgment

    (Place an X in One Box Only)

    u 1 OriginalProceeding

    u 2 Removed fromState Court

    u 3 Remanded fromAppellate Court

    u 4 Reinstated orReopened

    u 5 u 6 MultidistrictLitigation

    u 7

    VI. CAUSE OF ACTION

    Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

    Brief description of cause:

    VII. REQUESTED IN

    COMPLAINT:

    u CHECK IF THIS IS A CLASS ACTION

    UNDER F.R.C.P. 23

    DEMAND $ CHECK YES only if demanded in complaint

    JURY DEMAND: u Yes u No

    VIII. RELATED CASE(S)

    IF ANY(See instructions):

    JUDGE DOCKET NUMBER

    DATE SIGNATURE OF ATTORNEY OF RECORD

    FOR OFFICE USE ONLY

    RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

    LINOIS UNION INSURANCE COMPANY

    Cook (IL)

    vid F. Abernethy, DRINKER BIDDLE & REATH LLPe Logan Square, Ste. 2000, Philadelphia PA 19103-6996

    HYDRO INTERNATIONAL, PLC, HYDRO INTERNATIONALHOLDINGS, INC., HIL TECHNOLOGY, INC., EUTEK SYSTEMINC.

    Cumberland (ME)

    28 U.S.C. 1332(a)

    Declaratory judgment that plaintiff insurer is not obligated to defend or indemnify insureds in underlying action

    None

    03/13/2012 /s David F. Abernethy

    Case 3:12-cv-00511-RDM Document 1-1 Filed 03/20/12 Page 1 of 2

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    S 44 Reverse (Rev. 12/07)

    INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44

    Authority For Civil Cover Sheet

    The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as reqy law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for thf the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil comled. The attorney filing a case should complete the form as follows:

    (a) Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, ushe full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then the official, g

    oth name and title.

    (b) County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at thf filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land condemnation he county of residence of the defendant is the location of the tract of land involved.)

    (c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, nn this section (see attachment).

    I. Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.C.P., which requires that jurisdictions be shown in pleadings. Place an X f the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shown below.

    United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.

    United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an X in this box.

    ederal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment onstitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, an

    or 2 should be marked.Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the citizenshipifferent parties must be checked. (See Section III below; federal question actions take precedence over diversity cases.)

    II. Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this sor each principal party.

    V. Nature of Suit. Place an X in the appropriate box. If the nature of suit cannot be determined, be sure the cause of action, in Section VI below, is suffo enable the deputy clerk or the statistical clerks in the Administrative Office to determine the nature of suit. If the cause fits more than one nature of suit, he most definitive.

    V. Origin. Place an X in one of the seven boxes.

    Original Proceedings. (1) Cases which originate in the United States district courts.

    emoved from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441. When the peor removal is granted, check this box.

    emanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing date.einstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.

    ransferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or multidtigation transfers.

    Multidistrict Litigation. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C. Section 1407. When thchecked, do not check (5) above.

    Appeal to District Judge from Magistrate Judgment. (7) Check this box for an appeal from a magistrate judges decision.

    VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional stanless diversity. Example: U.S. Civil Statute: 47 USC 553

    Brief Description: Unauthorized reception of cable service

    VII. Requested in Complaint. Class Action. Place an X in this box if you are filing a class action under Rule 23, F.R.Cv.P.

    Demand. In this space enter the dollar amount (in thousands of dollars) being demanded or indicate other demand such as a preliminary injunction.

    ury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.

    VIII. Related Cases. This section of the JS 44 is used to reference related pending cases if any. If there are related pending cases, insert the docket nund the corresponding judge names for such cases.

    ate and Attorney Signature. Date and sign the civil cover sheet.

    Case 3:12-cv-00511-RDM Document 1-1 Filed 03/20/12 Page 2 of 2

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    (;+,%,7$

    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 1 of 86

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    EXHIBIT A

    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 2 of 86

    General PolicyInformation

    EndorsementInformation

    Page I of IFonn CC3R19 (7197)

    General EndorsementNamed Insured: Hydro International Holdings, Inc.Policy Symbol: GL W Policy Number: (;24151785 001Endorsement Number: 003 Effective date of Endorsement: 12/27/2010Policy Period: 08/0112010 to 08/0112011Issued by: Illinois Union Insurance Company(Name of InsUTance Company)

    This Endorsement changes th e policy - Please read it carefullyThis endorsement modifies insurance provided under the following:_ E ~ n ~ v r r ~ ' ~ o ~ m n n ~ t ~ a l G ~ e ~ n ~ e ~ r ~ a l ~ L ~ i = a b ~ i ~ l i ~ ~L _______________ COVERAGE FORM

    In consideration of an additianal premium of $2,500 it is agreed the followingendorsement is added per the attached:Amendment of Coverage Territory - Worldwide CoverageENV-314S (10/07)All other terms and conditions remain th e same.

    Authorized Representative

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 3 of 86

    Named Insured Endorsement NumberHydro International Holdings, Inc. 003Policy Symbol I olicy Number I p O i C Y ~ ~ ~ ~ / 2 0 1 0 Effective Date of EndorsementGLW G24151785 001 TO 08/0112011 12/27/2010Issued By (Name of Insurance Company)Illinois Union Insurance Company

    Insert the p o ~ c y number. The remainder of the Information is to be completed only when this endorsement Is Issued subsequent to .the prepara tion of tile policy.THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

    AMENDMENT OF COVERAGE TERRITORY - WORLDWIDE COVERAGEThis endorsement modifies insurance provided under the following :

    COMMERCIAL GENERAL LIABILITY COVERAGE PARTCONTRACTOR'S POLLUTION LIABILITY COVERAGE PARTPROFESSIONAL LIABILITY COVERAGE PARTA. The following is added to General Conditions:

    Expanded Coverage Territory1. If a suit is brought in a part of the coverage territory that is outside the United States of America(including its territories and possessions) , Puerto Rico or Canada, and we are prevented by law, orotherwise, from defending the insured, the insured will iniliate a defense of the suit. We willreimburse the insured, under Supplementary Payments, for any reasonable and necessary expensesincurred for the defense of a suit seeking damages to which this insurance applies, that we wouldhave paid had we been able to exercise our right and duty to defend.

    If the insured becomes legally obligated to pay sums because of damages to which th is insuranceapplies in a part of the coverage territory that is outside the Un ited States of America (including itsterritories and possessions), Puerto Rico or Canada, and we are prevented by law, or otherwise, frompaying such sums on the insured's b e h a ~ , we will reimburse the insured for such sums.

    2. All payments or reimbursements we make for damages because of judgments or settlements will bemade in U,S. currency at the prevailing exchange rate at the time the insured became legallyobligated to pay such sums. All payments or reimbursements we make for expenses underSupplementary Payments will be made in U.S. currency at the prev ailing exchange rate at the timethe expenses were incurred.3. Any disputes between you and us as to whether there is coverage under this policy must be filed inthe courts of the United States of America (including Its territories and possessions), Puerto Rico orCanada.4. The insured must fully maintain any coverage required by law, regulation or other governmentalauthority during the policy period, except for reduction of the aggregate limits due to payments ofclaims, judgments or settlements.

    Failure to maintain such coverage required by law, regulation or other governmental authority will notinvalidate this insurance. However, this insurance will apply as if the required coverage by law,regulation or other governmental authority was in full effect.B. The following is added to under the General Conditions, Other Insurance:

    Excess InsuranceThis insurance is excess over:

    ENV-3145 (1!Ul7) Indudes copyrighted materi al of Insurance SelVices Office, Inc. w1th its permission. Page 1 012

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 4 of 86

    Any of the other insurance, whether primary, excess, contingent or on any other basis:1. If the insured's liability to pay damages is determined in a suit brought outside the UnitedStates of America (including its territories and possessions), Puerto Rico or Canada; or2. That is coverage required by law, regulation or other governmental authority in a part ofthe coverage territory that is outside the United States of America (including itstenitories and possessions), Puerto Rico or Canada.

    C. The definition entitled coverage territory is deleted its entirety and replaced with the following:Coverage territory means anywhere in the world with the exception of any country or jurisd ictionwhich is subject to trade or other economic sanction or embargo by the United States of America.

    ENV-3145 (1M?) Includes copyrighted material of Insurance Serv ices Office, Inc. with its permission. Page 2 of2

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 5 of 86

    General PolicyInfonnation

    EndorsementInfonnation

    Page 1 of IFOlIn CC3R19 (7/91)

    General EndorsementNamed Insured: Hydro International Holdings, Inc.Policy Symbol: GLW Policy Number: G241S1785 001Endorsement Number: 002 Effective date of Endorsement: 08/0112010Policy Period: 08/0112010 to 08/0112011Issued by: Illinois Union In.urance Compaoy(Name of Insurance Company)

    Tbis Endorsement changes tbe policy - PIse read it carefullyThis endorsement modifies insurance provided under the following:- " E " , n . : . v l ! ! r . : : : o " n m = c " , n - " t a ! ! I - , G " , e ~ n : ! c " -r a : : : I : . . : L " , i " , a : o : b " , i 1 " , i t y , , - -________ COVERAGE FORM

    In consid.ratio. ortb. premium charged, it is agreed tbat Item No.1, NamedInsured's Address, of th e Declarations is hereby amended to read as follows:2925 NW Aloclek Drive, Suite 140Hillsboro, OR 97124

    All other terms & conditions remain the same.

    Authorized Representative

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 6 of 86

    General PolicyInformation

    EndorsementInformation

    rllgt: I of lFOml CC-3RI 9 (7/97)

    General EndorsementNamed Insured: Hydro International Holdings, Ine_Policy Symbol: GLW Policy Number: G24151785 001Endorsement Number: 1 Effective date ofEndorsement: 08/0112010Policy Period: 08/0112010 to 08/0112011Issued by: Illinois Union Insurance Company(Name of 11suranet: Compuny)

    This Endorsement ebanges the policy - Please read it careCullyThis endorsement modifies insurance provided under the following:~ E ~ ' N ~ V ~ I ~ R ~ O ~ N ~ M ~ E ~ N ~ T ~ A ~ L ~ G ~ E ~ N ~ E ~ R A ~ L ~ L ~ I ~ A ~ B ~ I L ~ I ~ T ~ Y _______ COVERAGEFORM

    In consideration of no change in premium it is agreed tbe following endorsementis added per the attached:Additional Insured EndorsementProducts-Completed Operations HazardENV-3225 (10/08)

    All other terms and conditions remain the same.

    Authorized Representative

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 7 of 86

    ADDITIONAL INSURED ENDORSEMENT - PRODUCTS-COMPLETED OPERATIONS HAZARDNamed Insured Endorsement NumberHydro International Holdings, Inc. 1Policy Symbol I Policy Number 1 Policy Period Effective Date of Endorsement

    GLW G24151785 001 08/01/2010 to 08/01/2011 08/01/2010Issued By (Name of Insurance Company)Illinois Union Surplus Lines Insurance Company

    THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

    COMMERCIAL GENERAL LIABILITY COVERAGE PARTCONTRACTOR'S POLLUTION LIABILITY COVERAGE PARTSCHEDULE

    Any person or organization that is an owner of real property or personal property on which you are performingoperations, or a contractor on whose behalf you are performing operations, and only at the specific writtenrequest of such person or organization to you, wherein such request is made prior to commencement ofoperations.

    (If no entry appears above, information required to complete this endorsement will be shown in the Declarationsas applicable to this endorsement.)Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organizaijon(s)shown in the Schedule, but only with respect to liability for bodily injury or property damage caused, in whole orin part, by your work performed for that additional insured and included in the products-completed operationshazard.

    All other terms and conditions remain the same.

    ENV-3225 (10-08) Copyright 2008ill Page 1 of 1

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 8 of 86n Illinois UnionW INSURANCE COMPANY Environmental General LiabilityPolicy DeclarationsTHE DECLARATIONS, TOGETHER Wil l i THE COMPLETED AND SIGNED APPLICATION, THIS POLICY AND ANYENDORSEMENTS OR SCHEDULES ATTACHED HERETO, CONSTITUTE THE INSURANCE POLICY.

    Policy Number:Item 1. Named Insured:

    G24151785 001Hydro International Holdings, Inc.2925 NW Aloclek DriveHillsboro, OR 97124

    Renewal of: New

    The Named Insured Is a: 0 Individual 0 Partnership 0 Limited Uab11ity Company Corporation OOther:__Item Z. Producer:

    Itom 3. Policy Period:

    R T Specialty LLC200 south Wacker DriveChicago, IL 60606Inceplion Date: August 01, 2010 Explralion Date: August 01,2011

    (12:01 AM. Standard time at ttl" address shown in Item 1.)If "NOT INCLUDED" appears, Ihen no such Coverage is provided under this policy.

    Item 4. Limits of Insurance:Commercial General Liability Coverage

    Each Occurrence LimitGeneral Aggregate Limit (Other than Products/Completed Operations)Products/Completed Operations Aggregate LimitPersonal & Advertising Injury limitDamage to Premises Rented to YouMedical PaymentsContractors Pollution Uability Coverage PartProfeSSional liability Coverage Part

    Item 5. Deductible:

    Iteri\ 6: --. \.,.Item 7.ItemS.

    Commercial General Liability CoverageContractors Pollution Liability Coverage PartProfeSSional UabPlty Coverage Part

    Advance Premium: $ 47,571Rate: $ Flat I Not Audilable

    (25% minimum earned)

    Estimated Basis: $ 19,500,000 (Estimated Revenue)

    ENV1521 (03-06)

    $2,000,000$2,000,000$2,000,000$2,000,000 Any One Person or Organization

    $60,000 Any One Premise s$5,000 Any One Person

    $2,000,000 EaCh Polution Co ndition$2,000,000 Each Claim

    $1 .0,000 Each Occurrence$10,000 Each Po llution Condition$10,000 Each Claim

    Page 1012

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 9 of 86n Illinois UnionW INSURANCE COMPANY Environmental General LiabilityPolicy DeclarationsItem 9. Retroactive Dato:

    Commercial General Liability Coverage :Contractors Po llution Liability Coverage Part:Professional Liability Coverage Part:

    See ENV-3179 (03/05)See ENV-3179 (03/05)See ENV-3179 (03/05)

    l t ~ m 10. Covered Locations: Not ApplicableItem 11 .

    Itom 12.

    Forms and Endorsements:CG 00 02 (10101 ) COllYl1ercial General Liabilily CoverageENV-l 104 (06/06) Contractors Pollu tion Liability Endorsement - claims Made FonnENV_l l 05 (06/06) Professional Liability EndorsementENV-31oo (08104) Addmcnallnsured EndcrsemenlENV-3101 (08/04) Additional Insured Endorsement - Primary end Non-ContributoryENV-3103 (08/04) All Known or Reported Incidents ExdusionENV-3107 (09104) Common Policy Cond,tionsENV-3110 (09104) Deductible Liability Insurance EndorsementENV-3123 (08104) . Named Insured EndorsementENV-3143 (03105) Waiver of Transfer of Rghts of Recovery Against Others to UsENV-3179 (03105) Named Insured(s) Retroactive Date EndorsementENV-3201 (05108) Fungi, Mold, or Microbial Matter Exctll5ionENV-3230 (08109) Reliance UponOther Carriers ApplicationENV 5100 (08104) Asbestos Amendatory EndorsementENV-5102 (10104) Nudear Hazard Liability ExclusionENV-5106 (04ID6) Servioe of SUitENV-5519 (09/04) Eamed Premium Endorsement-25% Minimum EarnedENV-Sl00 (08104) Construdon Management Professional Exclusion - General Liability CoverageENV-6101 (08104) Engineers, Architects and Surveyors Professional Exclusion - General Liability CoverageENV-$102 (08104 ) Inspedon, Appraisal and Survey Exdusion - General Liabilty CoverageENV-

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 10 of 86

    OREGON

    NOTICE TO INSURED:

    This insurance was procured and developed under the Oregon surpluslines laws. I t is NOT covered by provisions ofORS 734.510 to 734.710relating to the Oregon Insurance Guaranty Association. I f he insurerissuing this insurance becomes insolvent, the Oregon InsuranceGuaranty Association has no obligation to pay claims under thisinsurance.

    SL OR 2008

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 11 of 86

    ACE Producer CompensationPractices & PoliciesACE believes that policyholders should have access to information about ACE 's practices and policies related tothe payment of compensation to brokers and independent agents. You can obtain that information by accessingour website at http://www.aceproducercompensat ion.com or by calling the following toll-free telephone number:1-866-512-2862.

    ALL-20887 (10/06)

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 12 of 86

    IL POOl 01 04U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGNASSETS CONTROL ("OFAC")ADVISORY NOTICE TO POLICYHOLDERS

    No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of yourpolicy. You should read your policy and review your Declarations page for complete information on the coveragesyou are provided.This Notice provides information concerning possible impact on your insurance coverage due to directives issuedby OFAC. Please read this Notice carefully.The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidentialdeclarations of "national emergency". OFAC has identified and listed numerous:

    Foreign agents; Front organizations; Terrorists; Terrorist organizations; and Narcotics traffickers;

    as "Specially DeS ignated Nationals and Blocked Persons". Th is list can be located on the United States Treasury's web site - http/lWww.l reas.gov/ofac.In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entityclaiming the benefits of this insurance has violated U.S. sanctions law or Is a Specially Designated National andBlocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and allprovisions of this insurance are immediately subject to OFAC. When.an insurance policy is considered to be sucha blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC.Other limitations on the premiums and payments also apply.

    IL P 0010104 ISO Properties, Inc., 2004 Page 1 of 1

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 13 of 86

    COMMERCIAL GENERAL LIABILITYCG 00 0210 01COMMERCIAL GENERAL LIABILITY COVERAGE FORM

    COVERAGES A AND B PROVIDECLAIMS-MADE COVERAGEPLEASE READ THE ENTIRE FORM CAREFULLY

    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 shCl'Ml in the Declarations, and any other person or organization qualifyingas a Named Insured under this policy. The words"we" "us" and "our" refer to the Company providingth is insurance.The word flinsured" means any person or organizationqualifying as such under Section II - Who Is An Insured.Other words and phrases that appear in quotationmarks have special meaning. Refer to Section VI -Definitions.SECTION 1- COVERAGESCOVERAGE A BODILY INJURY AND PROPERTYDAMAGE LIABILITY1. Insuring Agreement

    a. We will pay those sums that the insured becomes legally obligated to pay as damagesbecause of "bodily injury" or "property damage" to which this insurance applies. We willhave the right and duty to defend the insuredagainst any "suit" seeking those damages.However, we will have no duty to defend theinsured against any "suit" seeking damages for"bodily injury" or "property damage" to whichthis insurance does not apply. We may, at ourdiscretion, investigate any "occurrencetl andsettle any claim or "suit" that may result. But:

    (1) The amount we will pay for damages islimited as described in Section lit - LimitsOf Insurance; and(2) Our right and duty to defend ends when wehave used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A Or B or medical expenses under Coverage C.No other obligation or liability to pay sums orperiorm acts or services is covered unless explicitly provided for under SupplementaryPayments - Coverages A and B.

    b. This insurance applies to "bodily injury" and"property damage" only if:(1) The "bodily injury" or "property damage" iscaused by an "occurrence" that takes p l ~ c e in the "coverage territory";(2) The "bodi ly injury" or "property damage" did

    not occur before the Retroactive Date, ifany, shown in the Declarations or after theend of the policy period; and(3) A claim for damages because of the "bodilyinjury" or "property damage" is first madeagainst any insured, in accordance withParagraph c. below, during the policy period or any Extended Report ing Period weprovide under Section V - Extended Reporting Periods.

    c. A claim by a person or organization seekingdamages will be deemed to have been madeat the earlier of the following times:(1) When notice of such claim is received andrecorded by any insured or by us, whichever comes fi rst; or(2) When Vie make settlement in accordancewith Paragraph 1.a. above.All claims for damages because of "bodily In-jury" to the same person, including damagesclaimed by any person or organization for care,loss of services, or death resulting at any timefrom the "bodily injury", will be deemed tohave been made at the t ime the first of thoseClaims is made against any insured.All claims for damages because of "propertydamage" causing loss to the same person ororganization will be deemed to have be enmade at the time the first of those cla ims ismade against any insured.

    2. ExclusionsThis insurance does not apply to:a. Expected Or Intended Injury

    "Bodily injury" or property damage" expectedor intended from the slandpoint of the insured.This exclusion does not apply to "bodi ly injury"resulting from the use of reasonable force toprotect persons or property.

    CG 00 021001 ISO Properties, Inc.. 2000 Page 1 of 16 o

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    Case 3:12-cv-00511-RDM Document 1-2 Filed 03/20/12 Page 14 of 86

    b, Contractual Liability"Bodily injury" or "property damage" for whichIhe insured is obligated to pay qamages byreason of the assumption of liability in a con-tract or agreement. This exclusion does notapply to liability for damages:(1) That the insured would have In the absenceof the contract or agreement; or(2) Assumed in a contract or agreement Ihat isan "insured contract", provided the "bodilyinjury" or "property damage" occurs subse-quent to the execution of the contract oragreement. Solely for the purposes of li-ability assumed in an "insured contract"reasonable attorney fees and necessaryliligalion expenses incurred by or for aparty other than an insured are deemed tobe damages because of "bodily injury" or"property damage", provided:(a) Liability .to such party for, or for the costof, that party's defense has also been

    assumed in. the same "insured contrace;and(b) Such attorney fees and litigation ex-penses are for defense of that partyagainst a civil or alternative disputeresolution proceeding in which damagesto which this insurance applies are al-leged.

    c, Liquor Liability.Bodily injury" or "property damage" for whichany insured may be held liable by reason of:(1) Causing or contributing to the intoxicationof any person;(2) The furnishing of alcoholic beverages to aperson under the legal drinking age or un-der the Influence of alcohol; or(3) Any statute, ordinance or regulation relatingto the sale, gift, distribution or use of alco-holic beverages.This .excluslon applies only if you are in thebusiness of manufacturing, distributing, selling,serving or furnishing alcoholic beverages.

    d, Workers' Compensat ion And Similar LawsAny obligation of the insured under a workers'compensation, disability benefits or unem-ployment compensation law or any similar law.

    e, Employer'. LI.bility"Bodily injury" to:(1) An "employee" of the insured arising out ofand in the course of:(a) Employment by the insured; or

    (b) Performing duties related to the conductof the insured's business; or(2) The spouse, child, parent, brother or sisterof that "employee" as a consequence ofParagraph (1) above.Th is exclusion applies:(1) Whether the insured may be liable as anemployer or in any other capacity; and(2) To any obligation to share damages with orrepay someone else who must pay damages because of the injury,This excl usion does not apply to liability as-sumed by the insured under an "insured contract".

    f, Pollution(1) "Bodily injury" or "property damage" arisingout of the actual, al leg.ed or threatened dis-charge, dispersal, seepage, migration, reolease or escape of "pollutants":(a) At or from any premises, site or loealionwhich is or was at any time owned oroccupied by, or rented or loaned to, anyinsured. However, this subparagraphdoes not apply to:

    (i) "Bodily injury" if sustained \lithin abu ilding and caused by smoke,fumes, vapor or soot from equipment used to heat that building;(Ii) "Bodily injury" or "property damage"for which you may be held liable, ifyou are a contractor and the owneror lessee of such premises, site orlocation has been added to yourpolicy as an additional insured wi threspect to your ongoing operat ionsperformed for that additional insuredat that premises, site or location andsuch premises, site or locatiOn .s notor never was owned or occupied by ,or rented or loaned to, any insured,other than that additional insured; or

    (iii) "Bodily injury" or "property damage"arising out of heat, smoke or fumesfrom a "hostile fire";(b) At or from any premises, site or locationwhich is or was at any time used by orfor any insured or others for the han-dl ing, storage, disposal, processing or

    treatment of waste;(e) Which are or were at any time trans-ported , handled, stored, treated, dis-posed of, or processed as waste by orfor:(i) Any insured; or

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    (ii) Any person or organization for whomyou may be legally responsible; or(d) At or from any premises, site or locationon which any insured or any contractorsor subcontractors working directly or in-directly on any insured's behalf areperforming operations if the "pollutants"

    are brought on or to the premises, siteor location in connection with such op-erations by such insured, contractor orsubcontractor. However, this subpara-graph does not apply to:(I) "Bodily injury" or "property damage"arising out of the escape of fuels, lu-bricants or other operating fluidswhich are needed to perform thenormal electrical, hydraulic or me-chanical functions necessary for theoperation of "mobile eqUipment" orits parts, if such fuels, lubricants orother operating fluids escape from avehicle part designed to hold, store

    or receive them. This exceptiondoes not apply if the "bodily injury"or "property damage" arises out ofthe intentional discharge, dispersalor release of the fuels, lubricants orother operating fluids, Or if such fu-els, lubricants or other operatingfluids are brought on or to the prem-ises, site or location with the intentthat they be discharged, dispersed orreleased as part of the operationsbeing performed by such insured,contractor or subcontractor;(ii) "Bodily injury" or "property damage"

    sustained within a building andcaused by the release of gases,fumes or vapors from materialsbrought into that building in connec-tion with operations being performedby you or on your behalf by a con-tractor or subcontractor; or(iii) "Bodily injury" or "property damage"arising out of heat, smoke or fumesfrom a "hostile fire".

    (e) At or from any premiSes, Site or locationon which any insured or any contractorsor subcontractors working directly or in-directly on any insured's behalf areperforming operations if the operationsare to test for, monitor, clean up, re-move, contain, treat, detoxify or neu-tralize, or in any way respond to, or as-sess the effects of, "pollutants".

    (2) Any loss, cost or expense ariSing out ofany:(a) Request, demand, order or statutory orregulatory requirement that any insuredor others test for, monitor, clean up, re-move, contain, treat, detoxify or neutralize, or in any way respond to, or as-

    sess 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, clean-ing up, removing, containing, treating,detOXifying or neutralizing, or in any wayresponding to, or assessing the effectsof, "pollutants".However, this paragraph does not apply toliability for damages because of "propertydamage" that the insured would have in theabsence of such request, demand, order orstatutory or regulatory requirement, or suchclaim or "suit" by or on behalf of a govern-mental authority.g, Aircraft , Auto Or Watercraft

    "Bodily injury" or "property damage" arising outof the ownership, maintenance, use or en-trustment to others of any aircraft, "auto" orwatercraft owned or operated by or rented orloaned to any insured, Use includes operationand "loading or unloading".This exclusion applies even if the claimsagainst any insured allege negligence or otherwrongdoing in the supervision, hiring, em-ployment, training or monitoring of others bythat insured, if the "occurrence" which causedthe "bodily injury" or "property damage" in-volved the ownerShip, maintenance, use orentrustment to others of any aircraft, "auto" orwatercraft that is owned or operated by orrented or loaned to any insured.This exel usion does not apply to:(1) A watercraft while ashore on premises youown or rent;(2) A watercraft you do not own that is:

    la) Less than 26 feet long; and(b) Not being used to carry persons orproperty for a charge;

    (3) Parking an "auto" on, or on the ways nextto, premises you own or rent, provided the"auto" is not owned by or rented or loanedto you or the insured;

    (4) Liability assumed under any "insured con-tract" for the ownership, maintenance oruse of aircraft or watercraft; or

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    (5) "Bodily injury" or "property damage" arisingout of the operation of any of the equipment listed in Paragraph 1.(2) or f.(3) of thedefinition of "mobile equipment".h. Mobile Equipment

    "Bodily injury" or "property damage" arising outof:(1) The transportation of "mobile equipment"by an "auto" owned or operated by orrented or loaned to any insured; or(2) The use of "mobile equipment" in. or whilein practice for, or while being prepared for,any prearranged racing. speed. demolition.or stunting activity.i. War

    "Bodily injury" or "property damage" due towar, whether or not declared, or any act orcondition incident to war. War includes civilwar, insurrection, rebellion or revolution. Thisexclusion applies only to liability assumed under a contract or agreement.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.restoration or maintenance of such propertyfor any reason, including prevention of injury to a person or damage to another'sproperty;(2) Premises you sell, give away or abandon, Ifthe "property damage" arises out of anypart of those premises;(3) Property loaned to you;(4) Personal property in the care, custody orcontrol of the insured;(5) That particular part of real property onwhich you or any contractors or subcontractors working directly or indirectly onyour behalf are performing operations, ifthe "property damage" arises out of thoseoperations; or(6) That particular part of any property thatmust be restored, repaired or replaced because "your work" was incorrectly performed on it.. Paragraphs (1), (3) and (4) of this exclusion donot apply to "property damage" (other thandamage by fire) to premises, including thecontents of such premises, rented to you for aperiod of 7 or fewer consecutive days. A separate limit of insurance applies to Damage ToPremises Rented To You as described in Section III - Limits Of Insurance.

    Paragraph (2) of this exclusion does not applyif the premises are "your work" and were neveroccupied, rented or held for rental by yoU.Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under asidetrack agreement.Paragraph (6) of this exclusion does not applyto "property damage" included in the "products-com pleted operations hazard",k. Damage To Your Product

    "Property damage" to "your product" ariSingout of it or any part of it.I. Damage To Your Work

    "Property damage" to "your work" arising out ofit or any part of it and included in the "products-completed operations hazard".This exclusion does not apply if the damagedwork or the work out of which the damagearises was performed on your behalf by a sub-contractor.

    m. Damage To Impaired Property Or PropertyNot Physically Injured"Property damage" to "impaired property" orproperty that has not been physically injured,arising out of:

    (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "yourwork"; or(2) A delay or failure by you or anyone actingon your behalf to perform a contract oragreement in accordance with its terms.This exclusion does not apply to the loss ofuse of other property arising out of sudden andaccidental physical injury to "your product" or"your work" after it has been put to its intendeduse.

    n. Recall 01 Products, Work Or ImpairedPropertyDamages claimed for any loss, cost or expense incurred by you or others for the loss ofuse, 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 withdrawnor recalled from the market or from use by anyperson or organization because of a known orsuspected defect, deficiency, inadequacy ordangerous condition in it.

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    o. Personal And Advertising Injury"Sodily injury" arising out of "personal and ad-vertising injury".

    Exclusions .c. through n. do not apply to damageby fire to premises while rented to you or temporarily occupied by you IMth permission of theowner. A separate limit of insurance applies to thiscoverage as described in Section III - Limits OfInsurance,COVERAGE B PERSONAL AND ADVERTISINGINJURY LIABILITY1. Insuring Agreement

    a. We will pay those sums that the insured be-comes legally obligated to pay as damagesbecause of "personal and advertising injury" towhich this insurance applies. We will have theright and duty to defend the insured againstany "suit" seeking those damages. However,we will have no duty to defend the insuredagainst any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle anyclaim or "suitll that may result. But:(1) The amount we will pay for damages islimited as described in Section III - Limits

    Of Insurance; and(2) Our right and duty to defend end when wehave used up the applicable limit of insurance in the' payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C.No other obligation or liability to pay sums orperform acts or services is covered unless ex-plicitly provided for under SupplementaryPayments - Coverages A and B.

    b. This insurance applies to "personal and advertising injury" caused by an offense arising outof your business, but only if:(1) The offense was committed in the "coverage territory";(2) The offense was not committed before theRetroactive Date, if any, shown in theDeclarations or after the end of the policyperiod; and(3) A claim for damages because of the "personal and advertising injury" is first madeagainst any insured, in accordance IMth

    Paragraph c. below, during the policy pe-riod or any Extended Reporting Period weprovide under Section V - Extended Re-porting Periods.

    c. A claim made by a person or organizationseeking damages will be deemed to have beenmade at the earlier of the foliolMng times:(1) When notice of such claim is received andrecorded by any insured or by us, which-

    ever comes first; or(2) When we make settlement in accordancewith Paragraph 1.8. above.All claims for damages because of "personaland advertising injury" to the same person ororganization as a result of an offense IMII bedeemed to have been made at the time thefirst of those claims is made against any insured.

    2. ExclusionsThis insurance does not apply to:a. Knowing Violation Of Rights Of Another

    "Personal and advertising injury" caused by orat the direction of the insured with the knowledge that the act would violate the rights ofanother and would inflict "personal and advertising injuryll.

    b. Material Published With Knowledge OfFalsitytlpersonal and advertising injury" arising out oforal or written publication of material, if doneby or at the direction of the insured with knowledge of its falsity.

    c. Material Published Prior To Policy Period"Personal and advertising injury" arising out oforal or written publication of material whosefirst publication took place before the Retroac-tive Date, if any, shown in the Declarations.

    d. Criminal Acts"Personal and advertising injury" arising out ofa criminal act committed by or at the directionof the insured.e. Contractual Liability

    "Personal and advertising injury" for which theinsured has assumed liability in a contract oragreement. This exclusion does not apply to liability for damages that the insured wouldhave in the absence of the contract or agreement.

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    f. Breach Of Contract"Personal and advertising injury" arising out ofa breach of contract. except an implied contract to use a n o t h e ~ s advertising idea in yourtladveriisement",

    g. Quality Or Perfomnance Of Goods - FailureTo Confomn To Statements"Personal and advertising injury" arising out ofthe failure of goods. products or services toconform with any statement of quality or performance made in your Uadvertisement",

    h. Wrong Description Of Prices"Personal and advertising injury" ariSing out ofthe wrong description of the price of goods.products or services stated in your "advertisement".

    i. Infringement Of Copyright, Patent,Trademark Or Trade Secret"Personal .and advertising injury" arising out ofthe infringement of copyright, patent, trademark. trade secret or other intellectual propertyrights.However. this exclusion does not apply to infringement, in your 'advertisement", of copyright, trade dress or slogan.

    j. Insureds In Media And Internet TypeBusinesses"Personal and advertising injury" committed byan insured whose business is:

    (I ) Advertising, broadcasting, publishing ortelecasting;(2) Designing or determining content or web-sites for others; or(3) An Internet search, access, content orseNies provider.However, this exclusion does not apply toParagraphs 14.a., b. and c. of "personal andadvertising injury" under the Definitions Section.For the purposes of this exclusion. the placingof frames, borders or links, or advertising, foryou or others anywhere on the Internet, is notby Itself. considered the business of advertising, broadcasting, publishing or telecasting.

    k. Electronic Chatrooms Or Bulletin Boards''Personal and advertising injury' arising out ofan electronic chatroom or bulletin board the insured hosts, owns, or over which the insuredexercises control.

    I. Unauthorized Use Of Another's Name OrProduct"Personal and advertiSing injury' arising out ofthe unauthorized use of another's name orproduct in your e-mail address. domain nameor meiatag. or any other similar tactics to mislead another's potential customers.

    m. Pollutlo""Personal and advertising injury" arising out Ofthe actual. alleged or threatened discharge,dispersal, seepage, migration, release or es cape of "pollutants" at any time.

    n. Pollution-RelatedAny loss. cost or expense arising out of any :

    (1) Request . demand or order that any insuredor others test for, monitor, clean up , re-move. contain, treat. detoxify or neutralize.or in any way respond to, or assess the effects of. "pollutants"; or(2) Claim or suit by or on behalf of a govemmental authority for damages because oftesting for, monitOring. cleaning up , re-moving. containing, treating. detOXifying orneutralizing. or in any way responding to, orassessing the effects of, "pollutants".

    COVERAGE C MEDICAL PAYMENTS1. Insuring Agreement

    B. We will pay medical expenses as describedbelow for "bodily injury" caused by an accident:(1) On premises you own or rent;(2) On ways next to premises you own or rent;or(3) Because of your operations;provided that:(1) The accident takes place in the "coverageterritory" and during the policy period;(2) The expenses are incurred and reported tous ..,;thin one year of the date of the accident; and(3) The injured person submits to examination.at our expense, by physicians of our choiceas often as we reasonably require.

    b. We will make these payments regardless offault. These payments will not exceed the ap-plicable limit of insurance. We will pay reasonable expenses for:(1) First aid administered at the time of anaccident;

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    (2) Necessary medical, surgical, x-ray anddental services, including prosthetic de-vices; and(3) Necessary ambulance, hospital, professional nursing and funeral services.

    2. ExclusionsWe will not pay expenses for "bodily injury":a. Any Insured

    To any insured, except "volunteer w o r k e r ~ " . b. Hired Person

    To a person hired to do work for or on behalf ofany insured or a tenant of any insured.c. Injury On Normally Occupied Premises

    To a person injured on that part of premisesyou own or rent that the person normally occupies.d. Workers Compensation And Similar Laws

    To a person, whether or not an "employee" ofany insured, if benefits for the "bodily injury"are payable or must be provided under aworkers' compensation or disability benefitslaw or a similar law.

    e. Athletics ActivitiesTo a person injured while taking part in athletics.

    f. Products-Completed Operations HazardIncluded within the "products-completed operations hazard".

    g. Coverage A ExclusionsExcluded under Coverage A.

    h. WarDue to war, whether or not declared, or any actor condition incident to war. War includes civilwar, insurrection, rebellion or revolution.

    SUPPLEMENTARY PAYMENTS - COVERAGES AAND B1. We will pay, with respect to any claim we investigate or settle or any "suit" against an insured wedefend:

    a. All expenses we incur.b. Up to $250 for cost of bail bonds requiredbecause of accidents or traffic law violationsalising out of the use of any vehicle to whichthe Bodily Injury Liability Coverage applies.We do not have to furnish these bonds.c. The cost of bonds to release attachmenls, butonly for bond amounts within the applicablelimit of insurance. We do not have to furnishthese bonds.

    d. All reasonable expenses incurred by the in-sured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 aday because of time off from work.e. All costs taxed against the insured in the "suit".f. Prejudgment interest awarded against theinsured on that part of the judgment we pay. Ifwe make an offer to pay the applicable limit ofinsurance, we will not pay any prejudgmentinterest based on that period of time after theoffer.g. All interest on the full amount of any judgrnentthat accrues after entry of the judgment andbefore we have paid, offered to pay, or depos-ited in court the part of the judgment that iswithin the applicable limit of insurance.These payrnents will not reduce the limits of in-surance.

    2. If we defend an insured against a "suit" and anindemnitee of the insured is also named as a partyto the "suit", we will defend that indemnitee if all ofthe following conditions are met:a. The "suit" against the indemnitee seeks damages for which the insured has assumed the li

    a b i l ~ y of the indemnitee in a contract oragreement 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 thedefense of, that indemnitee, has also been as-sumed by the insured in the same "insuredcontract l';d. The allegations in the "suit" and the informa

    tion we know about the "occurrence" are suchthat no conflict appears to exist between theinterests of the insured and the interests of theindemnitee;e. The indemnitee and the insured ask us toconduct and control the defense of that indemnitee against such "suit" and agree that we canassign the same counsel to defend the insuredand the indernnitee; andf. 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 anydemands, notices, summonses or legalpapers received in connection with the"suit";

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    (e) Notify any other insurer whose coverageis available to th e indemnitee; and(d) Cooperate with us with respect to coordinating other applicable insuranceavai lable to the indemnitee; and

    (2) Provides us with written authorization to:(a) Obtain records and other informationrelated to the "suit"; and(b) Conduct and control the defense of theindemnitee in such "suit",

    So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary l itigation expenses incurredby us and necessary litigation expenses incurredby the indemnitee at our request will be paid asSupplementary Payments. Nol1Mthstanding theprovisions of Paragraph 2.b.(2) of Section I -Coverage A - Bodily Injury And Property DamageUability, such payments will not be deemed to bedamages for "bodily injury" and "property damage"and will not reduce the limits of insurance.Our obligation to defend an Insured's Indemniteeand to pay for attorneys' fees and necessary liligation expenses as Supplementary Paymentsends when:a. We have used up the applicable limit of insurance in the payment of judgments or settlements; orb. The conditions set forth above, or the terms ofthe agreement described in Paragraph f.above, are no longer met.

    SECTION II - WHO IS AN INSURED1. If you are deS ignated in the Declarations as:

    a. An individual, you and your spouse are insureds, but only with respect to the conduct ofa business of which you are the sole owner.b. A partnership or Joint venture, you are an insured. Your members, your partners, and theirspouses are also insureds, but on ly IMth respect to the conduct of your business.c. A limited liability company, you are an insured.Your members are also insureds. but only withrespect to the conduct of your business. Yourmanagers are insureds, but only IMth respectto 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 directorsare insureds, but only IMth respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respectto their liability as stockholders.

    e. A trust, you are an insured. Your trustees arealso insureds, but only IMth respect to their duties as trustees.2. Each of the following is also an insured:

    . Your "volunteer workers" only wh ile performingduties related to the conduct of your business,or your "employees", other than either your"executive officers" (if you are an organizationother than a partnership, joint venture or limited liability company) or your managers (If youare a limited liability company) , but only foracts within the scope of their employment byyou or while performing duties related to theconduct of your business. However, none ofthese "employees" or "volunteer workers" areinsureds for:(1) "Bodily injury" or "personal and advertisinginjury":

    (a) To you, to your partners or members (ifyou are a partnership or Joint venture).to your members (if you are a limited liability company), to a co-"employee"while in the course of his or her employment or performing duties related tothe conduct of your buSiness, or to yourother "volunteer workers" while performing duties related to the conduct ofyour business;

    (b) To the spouse, child, parent, brother orsister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1 )(a) above;

    (c) For which there is any obligation toshare damages with or repay someoneelse who must pay damages because ofthe injury described in Paragraphs (1 )(a)or (b) above; or

    (d) Arising oul of his or her providing orfailing to provide professional healthcare services.(2) "Property damage" to property:

    (a} Owned, occupied or used by,(b} Rented to, in the care, custody or control of, or over which physical control isbeing exerCised for any purpose by .you, any of your "employees", "volunteerworkers", any partner or member (if you area partnership or joint venture), or anymember (if you are a limited liability company).

    b. Any person (other than your "employee" or"volunteer worken or any o r g a n i z a ~ o n Whileacting as your real estate manager.

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    c. Any person or organization having propertemporary custody of your property if you die,but only:(1) With respect to liability arising out of themaintenance or use of that property; and(2) Until your legal representative has beenappointed.

    d. Your legal representative if you die, but onlywith respect to duties as such. That representative will have all your rights and duties underthis Coverage Part.3. With respect to "mobile equipment" registered inyour name under any motor vehicle registrationlaw. any person is an insured while driving suchequipmenl along a public highway wi th your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only wilh respect to liability arising outof the operation of the equipment, and only if noolher insurance of any kind is available to thatperson or organization for this liability. However,

    no person or organization is an insured with re-spect to:a. "Bodily injury" to a co-"employee" of the person driving the equipment; orb. "P roperty damage" to property owned by ,rented to, in the charge of or occupied by youor the employer of any person who is an insured under this provision.

    4. Any organization you newly acquire or form, otherthan a partnership, joint venture or limited liabil itycompany, and over which you maintain ownershipor majority Interest, \/\/ill qualify as a Named Insured if there is no other similar insurance available to that organization. However:a. Coverage under this provision is afforded onlyuntil the 90th day after you acquire or form theorganization Or the end of the polley period,whichever is earlier;b. Coverage A does not apply to "bodily injury" or"p roperty damage" that occurred before youacquired or formed the organization; andc. Coverage B does not apply to "personal andadvertising injury" arising out of an offensecommitted before you acquired or formed theorganization.

    No person or organization is an insured with respectto the conduct of any current or past partnership, joint" ventureor l i m ~ e d liability company that is not shownas a Named Insured in the Declarations.

    SECTION 111- LIMITS OF INSURANCE1. The Limits of Insurance shown in the Declarationsand the rules below fix the most we will pay regardless of the number of:

    D. Insureds;b. Claims made or "suits" brought; orc. Persons or organizations making claims orbri nging "suits".

    2. The General Aggregate Limit is the most we willpay for the sum of:a. Medical expenses under Coverage C;b. Damages under Coverage A, except damagesbecause of "bodily injury" or ' property damage" included in the "products-completed opera tions hazard l1 ; andc. Damages under Coverage B.

    3. The Products-Completed Operations AggregateLimit is the most we will pay under Coverage A fordamages because of "bodily injury" and "propertydamage" included in the "products-completed operations hazard".

    4. Subject to 2. above, the Persona l and AdvertisingInjury Limit is the most we v ~ 1 I pay under Coverage B for the sum of all damages because of all"personal and advertising injury" sustained by anyone person or organization.6. Subject to 2. or 3. above, whichever applies, theEach Occurrence Limit is the most we will pay forthe sum of:

    a. Damages under Coverage A; andb. Medical expenses under Coverage Cbecause of all "bodily injury' and "property damage" arising out of anyone "occurrence".6. Subject to 6. above, the Damage To PremisesRented To You Limit is the most we will pay underCoverage A for damages because of "propertydamage" to anyone premises, while rented toyou, or in the case of damage by fire, while rentedto you or temporarily occupied by you with per mission of the owner.

    7. Subject to $. above, the Me d ical Expense Lim it isthe most we will pay under Coverage C for allmedical expenses because of "bodily injury" sustained by anyone person.The Limits of Insurance of this Coverage Part applyseparately to each consecutive annual period and toany remaining period of less than 12 months, startingwith the beginning of the policy period shown in theDeclarations, unless the policy period is extendedafter issuance for an additional period of less than 12months. In that case, the additional period will bedeemed part of the last preceding period for purposesof determining the Limits of Insurance.

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    SECTION IV - COMMERCIAL GENERALLIABILITY CONDITIONS1. Bankruptcy

    Bankruptcy or Insolvency of the insured or of theinsured's estate will not relieve us of our obligations under this Coverage Part.2. Duties In The Event Of Occurrence, Offense,Claim Or Suit

    8 . You must see to it that we are notified as soonas practicable of an "occurrence" or offensewh .ch may result in a claim. To the extent possible, notice should include:(1) How, when and where the "occurrence" oroffense took place;(2) The names and addresses of any injuredpersons and witriesses; and(3) The nature and location of any injury ordamage arising out of the "occurrence" oroffense .Notice of an "occurrence" or offense is not no-tice of a claim.

    b. If a claim is received by any insured, you must:(1) Immediately record the specifics of theclaim 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 as soon as practicable.

    c. You and any other involved insured must:(1) Immediately send us copies of any demands, notices. summonses or legal papers received in connection with the claimor a "suit";(2) Authorize us to obtain records and otherinformation;(3) Cooperate with us in the investigation orsettlement of the claim or defense againstthe "suit"; and(4) Assist us, upon our request, in the enforcement of any right against any personor organization winich may be liable to theinsured because of injury or damage towhich this insurance may also apply.

    d. No insured will, except at that insured's owncost, voluntarily make a payment, assume anyobligation, or incur any expense, other than forfirst aid,without our consent

    3. Legal Action Against UsNo person or organization has a right under thisCoverage Part:a. To join us as a party or otherwise bri ng us in toa "suit" asking for damages from an insured: orb. To sue us on this Coverage Part unless al l of

    its terms have been fully complied with.A person or organization may sue us to recoveron an agreed settlement or on a final Judgmentagainst an insured; but we will not be liable fordamages that are not payable under the terms ofthis Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlementmeans a settlement and release of liability signedby us, the insured and the claimant or the claimant's legal representative.4. Other Insurance

    If other valid and collactible insurance is available10 the insured for a loss we cover under Coverages A orB of this Coverage Part, our obligationsare limited as follows:a. Primary Insurance

    This insurance is primary except winen b. below applies. If this insurance is primary, ou rob ligations are not affected unless any of theother insurance is also primary. Then, we willshare with all that other insurance by themethod described in c. below.b. Excess Insurance

    This insurance is excess over:(1) Any of the other insurance, winether primary, excess, contingent or on any otherbasis:

    (8) That is effective prior to the beginningof the policy period shown in the Declarations of this insurance and applies to"bodily injury" or "property damage" onother than a claims-made basis. if:(i) No Retroactive Date is shown in theDeclarations of th is insurance; or(ii) The other insurance has a policyperiod which continues after the Retroactive Date shown in the Declarations of this insurance;

    (b) That is Fire, Extended Coverage. Builders' Risk, Installation Risk or simi larcoverage for "your work" ;

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    (c) That is Fire insurance for premisesrented to you or tem porarily occupied byyou with permission of the owner;(d) That is insurance purchased by you tocover your liability as a tenant for"property damage" to premises rentedto you or temporarily occupied by you

    with perm ission of the owner; or(e) If the loss arises out of the maintenanceor use of aircraft, "autos" or watercraftto the extent not subject to Exclusion g.of Section I - Coverage A - Bodily Injury And Property Damage Liability,(2) Any other primary insurance available toyou covering liability for damages arisingout of the premises or operations for whichyou have been added as an additional insured by attachment of an endorsement.When this insurance is excess, we will have noduty under Coverages A or B to defend the insured against any "suit" if any other insurer hasa duty to defend the insured against that "suit".If no other insurer defends, we will undertaketo do so, but we will be entitled to the insured'srights against all those other insurers.When this insurance is excess over other insurance, we will pay only our share of theamount of the loss, if any, that exceeds thesum of:(1) The total amount that all such other insurance would pay for the loss in the absenceof this insurance; an'd(2) The total of all deductible and self-insuredamounts under all that other insurance.We will share the remaining loss, if any, withany other insurance that is not described in thisExcess Insurance provision and was notbought specifically to apply in excess of theLimits of Insurance shown in the Declarationsof this Coverage Part.

    c. Method Of SharingIf all of the other insurance permits contribution by equal shares, we will follow this methodalso. Under this approach each insurer contributes equal amounts until it has paid its ap-plicable limit of insurance or none of the lossremains, whichever comes firstIf any of the other insurance does not permitcontribution by equal shares, we will contributeby limits. Under this method, each insurer'sshare is based on the ratio of its applicablelimit of insurance to the total applicable limitsof insurance of all insurers.

    5. Premium Audita. We will compute all premiums for this Coverage Part in accordance with our rules andrates.b. Premium shown in this Coverage Part as ad-vance premium is a deposit premium only. Atthe close of each audit period we will compute

    the earned premium for that period and sendnotice to the first Named Insured. The duedate for audit and retrospective premiums isthe date shown as the due date on the bill. Ifthe sum of the advance and audit premiumspaid for the policy period is greater than theearned premium, we will return the excess tothe first Named Insured.c, The first Named Insured must keep records ofthe information we need for premium computation, and send us copies at such times as wemay request.

    6. RepresentationsBy accepting this policy, you agree:a. The statements in the Declarations are accu-rate and com plete;b, Those statements are based upon representations you made to us; andc. We have issued this policy in reliance uponyour representations.

    7. Separation Of InsuredsExcept with respect to the Limits of Insurance,and any rights or duties specifically assigned inthis Coverage Part to the first Named Insured, thisinsurance applies;a. As if each Named Insured were the only

    Named Insured, andb. Separately to each insured against whomclaim is made or "suit" is brought.8. Transfer Of Rights Of Recovery AgainstOthers To Us

    If the insured has rights to recover all or part ofany payment we have made under this CoveragePart, those rights are transferred to us. The insured must do nothing after loss to impair them.At our request, the insured will bring "suit" ortransfer those rights to us and help us enforcethem.9. When We Do Not Renew

    If we decide not to renew this Coverage Part, wewill mail or deliver to the first Named Insuredshown in the Declarations written notice of thenonrenewal not less than 30 days before the expiration date.If notice is mailed, proof of mailing will be sufficient proof of notice.

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    10. Your Right To Claim And "Occurrence"InformationWe will provide the first Named Insured shown inthe Declarations the following information relatingto this and any preceding general liability claimsmade Coverage Part we have issued to you during the previous three years:a. A list or other record of each "occurrence". notpreviously reported to any other insurer, ofwhich we were notified in accordance withParagraph 2.a. of the Section IV - Duties In

    The Event Of Occurrence, Offense. Claim OrSuit Condition. We will include the date andbrief description of the "occurrence" if that information was in the notice we received.b. A summary by policy year. of payments madeand amounts reserved. stated separately. under any applicable General Aggregate Limitand Products-Completed Operations Aggregate Limit.Amounts reserved are based on our judgment.They are subject to change and should not be regarded as ultimate settlement values.You must not disclose this information to anyclaimant or any claimant's representative withoutour consent.If we cancel or elect not to renew this CoveragePart, we will provide such information no laterthan 30 days before the date of policy termination.In other circumstances. we will provide this information only if we receive a written request fromthe first Named Insured within 60 days after theend of the policy period. In this case, we will provide this information within 45 days of receipt ofthe request.

    We compile claim and "occurrenceu information forour own business purposes and exercise reasonablecare in doing so. In providing this information to thefirst Named Insured, we make no representations orwarranties to insureds, insurers, or others to whomthis information is furnished by or on behalf of anyinsured. Cancellation or non-renewal will be effectiveeven if we inadvertently provide inaccurate information.SECTION V - EXTENDED REPORTING PERIODS1. We will provide one or more Extended ReportingPeriods, as described below, if:

    a. This Coverage Part is canceled or not renewed; or

    b. We renew or replace this Coverage Part withinsurance that:(1) Has a Retroactive Date later than the dateshown in the Declarations of this CoveragePart; or(2) Does not apply to "bodily injury", "propertydamage" or "personal and advertising injury" on a claimsmade basis.

    2. Extended Reporting Periods do not extend thepolicy period or change the scope of coverageprovided. They apply only to claims for:a. "Bodily injury" or "property damage" that occurs before the end of the policy period but notbefore the Retroactive Date, if any, shown inthe Declarations; orb. "Personal and advertising injury" caused by anoffense committed before the end of the policyperiod but not before the Retroactive Date. ifany, shown in the Declarations.Once in effect, Extended Reporting Periods maynot be canceled.3. A Basic Extended Reporting Period is automatically provided without additional charge. This period starts with the end of the policy period andlasts for:a, Five years with respect to claims because of"bodily injury" and "property damage" arisingout of an "occurrence" reported to us, not laterthan 60 days after the end of the policy period.in accordance with Paragraph 2.a. of the Section IV - Duties In The Event Of Occurrence,Offense, Claim Or Suit Condition;b. Five years with respect to claims because of"personal and advertising injury" arising out of

    an offense reported to us, not later than 60days after the end of the policy period, in accordance with Paragraph 2.a. of the Section IV- Duties In The Event Of Occurrence, Offense,Claim Or Suit Condition; andc. Sixty days with respect to claims arising from"occurrences!! or offenses not previously re-ported to us.The Basic Extended Reporting Period does notapply to clai ms that are covered under any subsequent insurance you