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HomeMy WebLinkAboutC2025-038 - 3/18/2025 - Approved F-s ES se G� 1U SERVICE AGREEMENT NO. 6454 MASTER SERVICE AGREEMENT FOR Subsurface Utility Engineering (SUE) �N�09VOPPSE� 1852 Services This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or designee and Cobb, Fendley & Associates, Inc., 4424 W Sam Houston Parkway N, Suite 600, Houston, Texas 77041 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER.....................................................................................2 ARTICLE II COMPENSATION.................................................................................................3 ARTICLE III QUALITY CONTROL PLAN..................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION..............................................................................................4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................4 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT .........................................................................6 ARTICLE IX OWNER REMEDIES ............................................................................................6 ARTICLE X CONSULTANT REMEDIES..................................................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Pagel Rev. 22-11 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. The general scope for these Task Orders is outlined in Exhibit A. More specific scopes of work will be issued for pricing when a task order is needed. Task Orders shall become a supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. Consultant will perform the Services in accordance with the approved Scope of Services. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are issued the fully executed Task Order to proceed. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit D to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Page 2 Rev. 22-11 1.9.2 Utilities that should be identified include, but are not limited to, City-owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 31 party owners/operators. 1.10 For project with potential utility conflicts: 1.10.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.10.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement by Task Orders shall not exceed $750,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Consultant shall price Task Orders in accordance with Exhibit B, Rate Schedule, subject to approval by the City. 2.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.5 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.6 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 2.7 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. Page 3 Rev. 22-11 ARTICLE III — QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 Consultant must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, included in the indemnification above if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE Page 4 Rev. 22-11 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Orders issued hereunder from the Effective Date of the Agreement until Task Orders are complete. 6.3 The term of this Agreement shall be for a period of three years beginning on the Effective Date, unless extended by authority of the City Manager or designee. A rate increase maximum of 3% will be considered at the beginning of year two and year three. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services Page 5 Rev. 22-11 actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX— OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. Page 6 Rev. 22-11 9.3 When the City incurs non-value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 9.4 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X— CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 11.2 Alternative Dispute Resolution Page 7 Rev. 22-11 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3 Mediation 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys'fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 11.5 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 11.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function Page 8 Rev. 22-11 solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 Page 9 Rev. 22-11 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.htmi. 12.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 12.11 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 12.12 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly or intentionally fails to comply with a requirement of that subchapter. 12.13 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 12.14 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.15 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in any documents prepared by Consultant and included herein is in conflict with Articles I - XII of this Agreement(Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. 12.16 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. Page 10 Rev. 22-11 CITY OF CORPUS CHRISTI COBB, FENDLEY &ASSOCIATES, INC. 04/10/2025 Val Wakth 04/09/2025 Jeff v Edmonds(Apr 10,2025 15:32 CDT) Dan Warth(Apr 9,2025 16:16 CDT) Jeff Edmonds, P.E. (Date) Dan Warth, PE (Date) Director of Engineering Services Project Principal I Executive Vice President 1959 Saratoga Boulevard, Building 29 Corpus Christi, Texas 78417 (512) 646-4314 Office dwarth(@cobbfendley.com Iherbert(a�cobbfendley.com APPROVED AS TO LEGAL FORM 04/10/2025 Janet Whitehead(Apr 10,2025 15:30 CDT) M2025-026 Assistant City Attorney (Date) AUTHORIZED for City Attorney 3/18/2025 BY COUNCIL ATTEST Sr`e�Gca�rie Ea fog RH/SB 04/11/2025 Stephanfe Box for(Apr 11,2025 1 :26 CDT) Rebecca Huerta, City Secretary Page 11 Rev. 22-11 se GO p � H EXHIBIT A U SCOPE OF SERVICES �'OHPOPPSE� 1852 To assist with SUE services such as identification and verification of subsurface utility locations for the collection and depiction of existing subsurface utility data. Master Services Agreement Cobb Fendley & Associates 2025 SUE MSA Rates SUE Services Unit Rates Project Manager Hour $260.00 Engineer II Hour $205.00 Project Coordinator Hour $130.00 Graduate Engineer Hour $145.00 Sr. Tech I (CAD / SIT / GIS) Hour $160.00 Tech I (CAD / SIT / GIS) Hour $105.00 Clerical Hour $105.00 SUE Sr. Tech I Hour $160.00 SUE Tech I Hour $110.00 SUE Tech II Hour $135.00 SUE Support Truck Hour $27.00 Vac Truck and Crew (Air) Hour $390.00 Survey Crew Hour $200.00 Project Surveyor Hour $198.00 RPLS Hour $225.00 GPR Equipment Day $500.00 Hydrovac Truck and Crew Day TBD Traffic Control Day TBD \ \ [ / / / ƒ ƒ ƒ ƒ / 2 I © o 0 0 0 0 0 0 • B // o 0 0 0 $ � a0 UO w \ (L � U & o o \ § Q � / W W 0 � � f @ R R Cl 69 R ? Ilk k o 0 0 0 § \ 0 > � � E 2 e r 2 3 2 � ¢ •S § @ � � � � � � O 2 2 £ k W Ct Q3 � > w q / o Q 2 R R C ta ? ? \ z p ■ , o 0 0 0LU = k k Co k _ 2 % \ � Co CO k 2 - 2 2 D Q o 2 2 a O 2 ■ 2 m o 0 0 0 WUJ \ t � :0 > 0 � � � � f ® � > e U « IL a £ k \ LL $ m 061), Cl Vy 6 � W m U U 2 k J I I CO m k k k k Q. co uj \ 2 t � & be p 7 . % •/ I $ o 0 0 o Q m I L % S $ E L o ■w CD§ U- m ■ m co 70 © § o m ■ «cn / © m c o v ƒ k 2@ 0 E 2 ca cl w k z U) � co < EXHIBIT D Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have 3-year reporting period provisions or be maintained for 3 years after project completion. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, with the exception of professional liability, which may be on a per claims made basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1 Rev 12/20 1.5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 12/20 ■■ ■■■ 5.3.0 I c. City of Corpus Christi's Disclosure of Interest Form mom ovscr, CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST o 1 RFQ No. 6146 v RFQ for Professional Engineering Services for FY2025 CORR IV. 1852 Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Cobb, Fendley&Associates, Inc. P. O. BOX: STREET ADDRESS: 1959 Saratoga Boulevard, Building 29 CITY: Corpus Christi STATE: Texas ZIP: 78417 - FIRM IS: 1. Corporation X❑ 2.Partnership ❑ 3.Sole Owner El4. Association 5.Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A Cobb,Fendley&Associates,Inc.I City of Corpus Christi I Professional Engineering Services for FY2025 RFQ No.6146-A.General ■■ ■■■ 5.3.0 I c. City of Corpus Christi's Disclosure of Interest Form mNo om FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial o�yyusc segment thereof, you shall disclose that fact in a signed writing to the City - official, employee or body that has been requested to act in the matter, o A unless the interest of the City official or employee in the matter is apparent. � The disclosure shall also be made in a signed writing filed with the City v Secretary. [Ethics Ordinance Section 2-349 (d)] ,NCOPOR CERTIFICATION 1852 I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Dan Warth, PE Title: Executive Vice President Signature of Certifying Person: yAA48H Date: 03262025 DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest."Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Cobb,Fendley&Associates,Inc.I City of Corpus Christi I Professional Engineering Services for FY2025 RFQ No.6146-A.General Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period ........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data.............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 EXHIBIT F Page 1 of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; EXHIBIT F Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act,42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract-The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; EXHIBIT F Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. EXHIBIT F Page 4 of 22 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes,rules,regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees- Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use- Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. EXHIBIT F Page 5 of 22 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings,whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor-An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, EXHIBIT F Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. EXHIBIT F Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. EXHIBIT F Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. EXHIBIT F Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. EXHIBIT F Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. EXHIBIT F Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. EXHIBIT F Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies,fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work EXHIBIT F Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. EXHIBIT F Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action,the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. EXHIBIT F Page 15 of 22 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR;SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. EXHIBIT F Page 16 of 22 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general,to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors,textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. EXHIBIT F Page 17 of 22 25.OS Special Certifications and Reports 25.06 Warranties and Guarantees 2S.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences,or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. EXHIBIT F Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. EXHIBIT F Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop EXHIBIT F Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. EXHIBIT F Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION EXHIBIT F Page 22 of 22 Client#: 153896 COBBFEND GSas DATE(MM/DD/YYYY) ACORD.,,, CERTIFICATE OF LIABILITY INSURANCE 03/26/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tami Melton NAME: USI Southwest PHONE 713 490-4600 FAx 713-490-4700 A/C No Ext: A/C No 9811 Katy Freeway, Suite 500 aI oRless: tami.melton@usi.com Houston,TX 77024 INSURER(S)AFFORDING COVERAGE NAIC# 713 490-4600 Phoenix Insurance Company 25623 INSURER A: P Y INSURED INSURER B:Travelers Property Cas.Co.Of America 25674 Cobb,Fendley&Associates, Inc. Farmington Casual Company 41483 INSURER C: Casualty 9 P Y 4424 W Sam Houston Parkway N Endurance American Specialty Ins Co 41718 Suites 600 INSURER D: P Y INSURER E:Travelers Indemnity Company 25658 Houston,TX 77041 INSURER F COVERAGES CERTIFICATE NUMBER: 48635289 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 6306TO20324PHX24 7/10/2024 07/10/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREMISES Ea occTi,ED nce $1,000,000 MED EXP(Any one person) $10 000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY E* J LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ E AUTOMOBILE LIABILITY BAST9261002443G 7/10/2024 07/10/202 COEaMBINED ceiden[SINGLE LIMIT 1e 00Oe 000 a X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR CUP4SO1891424NF 7/10/2024 07/10/2025 EACH OCCURRENCE s12,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s12,000,000 DED X RETENTION$1 O 000 $ C WORKERS COMPENSATION UB6TO405192443G 07/10/2024 07/10/202 X PER OTH- AND EMPLOYERS'LIABILITYLITE YIN N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? N] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional DPL30039639001 7/10/2024 07/10/202 $5,000,000 per claim Liability $5,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate holder,only when there is a written contract or written agreement between the named insured and the certificate holder that requires such status,and only with regard to work performed on behalf of the named insured(GL: CGD2460419 ;AL: CAT4740216). (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Corpus Christi SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE p THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Procurement Department ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 9277 Corpus Christi,TX 78469-9277 AUTHORIZED REPRESENTATIVE 7 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD #S48635289/M45260485 SACT DESCRIPTIONS (Continued from Page 1) The General,Automobile, and Umbrella Liability policies contain a special endorsement with "Primary and Noncontributory"wording (GL: CGD8840420; AL: CAT4740216 ; UL: E00001 7/16). The General Liability,Automobile,Workers Compensation, and Professional Liability policies provide a Blanket Waiver of Subrogation when required by written contract(GL: CG24041219 ;AL: CA04441013 ; WC: WC00031300). The General Liability,Automobile,Workers Compensation, Umbrella Liability, and Professional Liability policies include an endorsement providing that 30 days notice of cancellation for reasons other than non-payment of premium and 10 days notice of cancellation for nonpayment of premium will be given to the Certificate Holder by the Insurance Carrier. The Umbrella Liability policy contains Excess Follows Form (E00001 7/16).The Umbrella policy sits over the General,Auto, and Employers Liability coverages. Description of Operations: Contract#6454-Master Services Agreement for Subsurface Utility Engineering (SUE); Professional Engineering Services for FY2025, RFQ NO. 6146, Release Date 9/30/2024 City of Corpus Christi and its officers, officials, employees, and elected representatives are included as additional insureds on the General Liability and Auto Liability policies when required by written contract or agreement. SAGITTA 25.3(2016/03) 2 of 2 #S48635289/M45260485 POLICY NUMBER: 6306TO20324PHX24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1) Any "bodily injury", "property damage" or The following is added to SECTION II —WHO IS AN "personal injury" arising out of the providing, INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and (b) Supervisory, inspection, architectural or b. If, and only to the extent that, such injury or engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work" to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: c. The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may additional insured will be limited to such result in a claim. To the extent possible, such minimum required limits. For the purposes of notice should include: determining whether this limitation applies, the (a) How, when and where the "occurrence" minimum limits required by the written contract or or offense took place; agreement will be considered to include the minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. (c) The nature and location of any injury or This provision will not increase the limits of damage arising out of the "occurrence" insurance described in Section III — Limits Of or offense. Insurance. b. The insurance provided to such additional (2) If a claim is made or"suit" is brought against insured does not apply to: the additional insured: CG D2 46 0419 ©2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or"suit" and the date received; and claim or "suit" to any provider of other (b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover. However, this claim or"suit" as soon as practicable. condition does not affect whether the (3) Immediately send us copies of all legal insurance provided to such additionalinsured is primary to other insurance papers received in connection with the claim available to such additional insured which or "suit", cooperate with us in the covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4., defense against the "suit", and otherwise Other Insurance, of Section IV—Commercial comply with all policy conditions. General Liability Conditions. Page 2 of 2 ©2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 POLICY NUMBER: 6306TO20324PHX24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION CONTINUED ON IL T8 03 ADDRESS: CONTINUED ON IL T8 03 HOUSTON TX 77041 PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 POLICY NUMBER: 6306TO20324PHX24 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or"property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence"that takes place what is and is not covered. in the"coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury' or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named (3) Prior to the policy period, no insured listed Insured under this policy. The words "we", us and "our" refer to the company providing this insurance. under Paragraph 1. of Section II — Who Is An Insured and no employee authorized The word "insured" means any person or organization by you to give or receive notice of an qualifying as such under Section II — Who Is An "occurrence" or claim knew that the"bodily Insured. injury' or"property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insuredor authorized "employee" knew, prior to the marks have special meaning. Refer to Section V — policy period, that the "bodily injury' or Definitions. "property damage" occurred, then any SECTION I—COVERAGES continuation, change or resumption of such COVERAGE A—BODILY INJURY AND PROPERTY "bodily injury' or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to 1. Insuring Agreement have been known prior to the policy period. a. We will pay those sums that the insured c. "Bodily injury' or "property damage" which becomes legally obligated to pay as damages occurs during the policy period and was not, because of"bodily injury' or"property damage" prior to the policy period, known to have to which this insurance applies. We will have occurred by any insured listed under Paragraph the right and duty to defend the insured against 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive any suit seeking those damages. However, notice of an "occurrence" or claim, includes any we will have no duty to defend the insured against any "suit" seeking damages for "bodily continuation, change or resumption of that injury' or "property damage" to which this "bodily injury" or "property damage" after the insurance does not apply. We may, at our end of the policy period. discretion, investigate any "occurrence" and d. "Bodily injury' or "property damage" will be settle any claim or"suit"that may result. But: deemed to have been known to have occurred (1) The amount we will pay for damages is at the earliest time when any insured listed limited as described in Section III — Limits under Paragraph 1. of Section II — Who Is An Of Insurance; and Insured or any"employee" authorized by you to give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or injury" or "property damage" to us or any settlements under Coverages A or B or medical expenses under Coverage C. other insurer; No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily explicitly provided for under Supplementary injury"or"property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury' and "bodily injury' or "property damage" has "property damage"only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury' include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. any time from the"bodily injury'. This exclusion applies only if you are in the Exclusions business of manufacturing, distributing, selling, This insurance does not apply to: serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury'or"property damage"expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury' required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury' or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury'to: of the contract or agreement; or (1) An "employee" of the insured arising out of (2) Assumed in a contract or agreement that is and in the course of: an "insured ,contract", provided that the (a) Employment by the insured; or bodily injury or property damage occurs subsequent to the execution of the contract (b) Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph(1)above. other than an insured will be deemed to be damages because of "bodily injury' or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury. been assumed in the same "insured ry contract"; and This exclusion does not apply to liability assumed by the insured under an "insured (b) Such attorneys' fees and litigation contract". expenses are for defense of that party against a civil or alternative dispute f. Pollution resolution proceeding in which (1) "Bodily injury' or"property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury' or "property damage" for which (a) At or from any premises, site or any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury' if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (ii) "Bodily injury' or "property vehicle part designed to hold, store damage" for which you may be or receive them. This exception held liable, if you are a contractor does not apply if the "bodily injury' and the owner or lessee of such or"property damage" arises out of premises, site or location has been the intentional discharge, dispersal added to your policy as an or release of the fuels, lubricants additional insured with respect to or other operating fluids, or if such your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured; or subcontractor; (iii) Bodily injury or property (ii) "Bodily injury' or "property damage" arising out of heat, damage" sustained within a smoke or fumes from a "hostile building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii) damage,Bodily injury or property arising out of heat, time transported, handled, stored, smoke or fumes from a "hostile treated, disposed of, or processed as fire"; or waste by or for: (i) Any insured; or (e) At or from any premises, site or (ii) Any person or organization for location on which any insured or any whom you may be legally contractors or subcontractors working responsible; directly or indirectly on any insured's behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any: contractor or subcontractor. However, (a) Request, demand, order or statutory or this subparagraph does not apply to: regulatory requirement that any insured (i) "Bodily injury' or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxdfy or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of, "pollutants"; or CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, (6) An aircraft that is: detoxifying or neutralizing, or in any (a) Chartered with a pilot to any insured; way responding to, or assessing the effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft,Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury' or"property damage" arising out property for a charge. of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or "Bodily injury' or"property damage" arising out watercraft owned or operated by or rented or of: loaned to any insured. Use includes operation and"loading or unloading". (1) The transportation of "mobile equipment" by an "auto" owned or operated by or This exclusion applies even if the claims rented or loaned to any insured; or against any insured allege negligence or other wrongdoing in the supervision, hiring, (2) The use of"mobile equipment" in, or while employment, training or monitoring of others by in practice for, or while being prepared for, that insured, if the "occurrence" which caused any prearranged racing, speed, demolition, the"bodily injury' or"property damage" involved or stunting activity. the ownership, maintenance, use or i. War entrustment to others of any aircraft, "auto" or "Bodily injury' or"property damage" arising out watercraft that is owned or operated by or of: rented or loaned to any insured. (1) War, including undeclared or civil war; This exclusion does not apply to: (1) A watercraft while ashore on premises you (2) Warlike action by a military force, including action in hindering or defending against an own or rent; actual or expected attack, by any (2) A watercraft you do not own that is: government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. "auto" is not owned by or rented or loaned J Damage To Property to you or the insured; "Property damage"to: (4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract"for the ownership, maintenance or including any costs or expenses incurred use of aircraft or watercraft; by you, or any other person, organization or (5) "Bodily injury' or"property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance of such property for any reason, including (a) The operation of machinery or prevention of injury to a person or damage equipment that is attached to, or part to another's property; of, a land vehicle that would qualify as mobile equipment under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility (3) Property loaned to you; law, or other motor vehicle insurance (4) Personal property in the care, custody or law, where it is licensed or principally garaged; or control of the insured; Page 4 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products,Work Or Impaired the "property damage" apses out of those Property operations; or Damages claimed for any loss, cost or expense (6) That particular part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, recall, inspection, repair, because "your work" was incorrectly replacement, adjustment, removal or disposal performed on it. of: Paragraphs (1), (3) and (4) of this exclusion do (1) "Your product"; not apply to "premises damage". A separate (2) "Your work"; or limit of insurance applies to"premises damage" as described in Paragraph 6. of Section III — (3) "Impaired property"; Limits Of Insurance. if such product, work, or property is withdrawn Paragraph (2) of this exclusion does not apply if or recalled from the market or from use by any the premises are "your work" and were never person or organization because of a known or occupied, rented or held for rental by you. suspected defect, deficiency, inadequacy or Paragraphs (3), (4), (5) and (6) of this dangerous condition in it. exclusion do not apply to liability assumed o. Personal And Advertising Injury under a sidetrack agreement. "Bodily injury' arising out of "personal and Paragraph (6) of this exclusion does not apply advertising injury'. to"property damage" included in the"products- p. Electronic Data completed operations hazard". Damages arising out of the loss of, loss of use k. Damage To Your Product of, damage to, corruption of, inability to access, "Property damage" to"your product" arising out or inability to manipulate"electronic data". of it or any part of it. However, this exclusion does not apply to I. Damage To Your Work liability for damages because of"bodily injury'. "Property damage" to"your work" arising out of q. Unsolicited Communication it or any part of it and included in the"products- "Bodily injury' or"property damage" arising out completed operations hazard". of any actual or alleged violation of any law that This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting work or the work out of which the damage or distributing of"unsolicited communication". arises was performed on your behalf by a subcontractor. r. Access Or Disclosure Of Confidential Or Personal Information m. Damage To Impaired Property Or Property Not Physically Injured "Bodily injury" or"property damage" arising out of any access to or disclosure of any person's "Property damage" to "impaired property' or or organization's confidential or personal property that has not been physically injured, information. arising out of: s. Asbestos (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or (1) "Bodily injury' or"property damage" arising "your work"; or out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the "bodily injury' or "property damage" is This exclusion does not apply to the loss of use caused or contributed to by the hazardous of other property arising out of sudden and properties of asbestos. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury' or"property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph(a), (b), or(c)above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the"bodily injury'. "suit" which also alleges any"bodily injury' Exclusions c. through n. do not apply to "premises or "property damage" described in damage". A separate limit of insurance applies to Paragraph(1) above. "premises damage" as described in Paragraph 6. of (3) Any loss, cost or expense arising out of Section III—Limits Of Insurance. any: COVERAGE B—PERSONAL AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury' to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and person or organization because of advertising injury' to which this insurance does testing for, monitoring, cleaning up, not apply. We may, at our discretion, removing, containing, treating, investigate any offense and settle any claim or detoxifying or neutralizing, or in any "suit"that may result. But: way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance; and It. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury"to: have used up the applicable limit of (1) A person arising out of any: insurance in the payment of judgments or (a) Refusal to employ that person; settlements under Coverages A or B or (b) Termination of that person's medical expenses under Coverage C. employment; or No other obligation or liability to pay sums or (c) Employment-related practice, policy, perform acts or services is covered unless act or omission, such as coercion, explicitly provided for under Supplementary demotion, evaluation, reassignment, Payments. discipline, failure to promote or b. This insurance applies to "personal and advance, harassment, humiliation, advertising injury' caused by an offense arising discrimination, libel, slander, violation out of your business but only if the offense was of the person's right of privacy, committed in the "coverage territory" during the malicious prosecution or false arrest, policy period. detention or imprisonment applied to or 2. Exclusions directed at that person, regardless of whether such practice, policy, act or This insurance does not apply to: omission occurs, is applied or is a. Knowing Violation Of Rights Of Another committed before, during or after the "Personal and advertising injury' caused by or time of that person's employment; or at the direction of the insured with the (2) The spouse, child, parent, brother or sister knowledge that the act would violate the rights of that person as a consequence of"bodily of another and would inflict "personal and injury" to that person at whom any of the advertising injury'. Page 6 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury'caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge Of damages to which this insurance Falsity applies are alleged. "Personal and advertising injury' arising out of f. Breach Of Contract oral or written publication, including publication "Advertising injury' arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of g. Quality Or Performance Of Goods—Failure its falsity. To Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury' arising out of the failure of Period goods, products or services to conform with (1) "Personal and advertising injury' arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or "Advertising injury" arising out of the wrong description of the price of goods, products or (2) "Advertising injury' arising out of services stated in your"advertisement". infringement of copyright, "title" or"slogan" in your "advertisement" whose first i. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury' arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other d. Criminal Acts "personal and advertising injury' alleged in any "Personal and advertising injury'arising out of a claim or "suit" that also alleges any such ringement or violation: criminal act committed by or at the direction of infringement the insured. Copyright; e. Contractual Liability (2) Patent; "Personal and advertising injury' for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name; agreement. This exclusion does not apply to (5) Trademark; liability for damages: (1) That the insured would have in the absence (6) Trade secret; or of the contract or agreement; or (7) Other intellectual property rights or laws. (2) Because of "personal injury' assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury' arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury' is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury' "insured contract", reasonable attorneys' alleged in any claim or "suit" that also fees and necessary litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or "slogan" in insured will be deemed to be damages your"advertisement". because of"personal injury', provided that: j. Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that party's defense has also "Personal and advertising injury' caused by an been assumed by you in the same offense committed by an insured whose Insured contract"; and business is: (b) Such attorneys' fees and litigation expenses are for defense of that party (1) Advertising, "broadcasting"or publishing; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of neutralizing, or in any way responding to, or websites for others; or assessing the effects of, "pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury"arising out of: However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3) of the definition of "personal injury'. (2) Warlike action by a military force, including action in hindering or defending against an For the purposes of this exclusion: actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or (3) Insurrection, rebellion, revolution, usurped newsletters about your goods, products or power, or action taken by governmental services will not be considered the authority in hindering or defending against business of publishing; and any of these. (2) The placing of frames, borders or links, or p. Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting or distributing of"unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidential Or "Personal and advertising injury' arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury' arising out of insured hosts or owns, or over which the any access to or disclosure of any person's or insured exercises control. organization's confidential or personal I. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury' arising out of (1) "Personal and advertising injury'arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury' is caused or contributed "Personal and advertising injury' arising out of to by the hazardous properties of asbestos. the actual, alleged or threatened discharge, (2) "Personal and advertising injury"arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants"at anytime. alleged or threatened dispersal of any solid, n. Pollution-Related liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes, acids, alkalis, chemicals and (1) Request, demand, order or statutory or waste, and that are part of any claim or regulatory requirement that any insured or "suit" which also alleges any"personal and others test for, monitor, clean up, remove, advertising injury' described in Paragraph contain, treat, detoxify or neutralize, or in (1) above. any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (b) Claim or suit by or on behalf of any (a) The accident takes place in the "coverage territory' and during the policy period; governmental authority or any other person or organization because of (b) The expenses are incurred and reported to testing for, monitoring, cleaning up, us within one year of the date of the removing, containing, treating, accident; and detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury'to: applicable limit of insurance. We will pay (1) A person arising out of any: reasonable expenses for: (1) First aid administered at the time of an (a) Refusal to employ that person; accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services, including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, (3) Necessary ambulance, hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or 2 Exclusions advance, harassment, humiliation, discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premises time of that person's employment; or To a person injured on that part of premises (2) The spouse, child, parent, brother or sister you own or rent that the person normally of that person as a consequence of occupies. "personal injury' to that person at whom any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the"bodily injury'are This exclusion applies whether the insured may payable or must be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the"personal injury'. To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games, sports, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for"bodily injury'caused by an accident: Included within the "products-completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured 1. We will pay, with respect to any claim we contract"; investigate or settle, or any"suit" against an insured d. The allegations in the"suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur. the interests of the insured and the interests of b. Up to$2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds. we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these (1) Agrees in writing to: bonds. (a) Cooperate with us in the investigation, d. All reasonable expenses incurred by the settlement or defense of the"suit"; insured at our request to assist us in the (b Immediate) send us copies of an investigation or defense of the claim or "suit", ) demands, notices, summonses or legal including actual loss of earnings up to $500 a papers received in connection with the day because of time off from work. "suit"; e. All court costs taxed against the insured in the (c) Notify any other insurer whose "suit'. However, these payments do not include coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and against the insured. (d) Cooperate with us with respect to f. Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2) Provides us with written authorization to: insurance, we will not pay any prejudgment interest based on that period of time after the (a) Obtain records and other information offer. related to the"suit"; and g. All interest on the full amount of any judgment (b) Conduct and control the defense of the that accrues after entry of the judgment and indemnitee in such "suit". before we have paid, offered to pay, or So long as the above conditions are met, attorneys' deposited in court the part of the judgment that fees incurred by us in the defense of that is within the applicable limit of insurance. indemnitee, necessary litigation expenses incurred These payments will not reduce the limits of by us and necessary litigation expenses incurred by insurance. the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the 2. If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2) of Section I — indemnitee of the insured is also named as a party Coverages — Coverage A — Bodily Injury And to the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e. of the following conditions are met: Section I — Coverages — Coverage B — Personal a. The "suit" against the indemnitee seeks And Advertising Injury Liability, such payments will damages for which the insured has assumed not be deemed to be damages for "bodily injury', the liability of the indemnitee in a contract or "property damage" or"personal injury', and will not agreement that is an "insured contract"; reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph If. above, sister of that co-"employee" or are no longer met. "volunteer worker' as a consequence SECTION II—WHO IS AN INSURED of Paragraph(1)(a)above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph b. A partnership or joint venture, you are an (1)(a)or(b) above; or insured. Your members, your partners, and (d) Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c)and (d) above do not apply to"bodily injury' managers are insureds, but only with respect to arising out of providing or failing to provide their duties as your managers. first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your"executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage"to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership, joint venture or limited purpose by; liability company) or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for acts workers", any partner or member(if you are within the scope of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are insureds for: b. Any person (other than your "employee" or "volunteer worker"), or any organization, while (1) "Bodily injury"or"personal injury": acting as your real estate manager. (a) To you, to your partners or members (if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only: liability company), to a co-"employee" while in the course of his or her (1) With respect to liability arising out of the employment or performing duties maintenance or use of that property; and related to the conduct of your (2) Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations, whichever are less. property for a charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury' or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury' caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury' or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury', "property advertising injury' arising out of an offense damage", or"personal and advertising injury'that: committed before you acquired or formed the a. Is "bodily injury' or "property damage" that organization. occurs, or is "personal and advertising injury' For the purposes of Paragraph 1. of Section II — caused by an offense that is committed,subsequent to the signing of that contract or Who Is An Insured, each such organization will be agreement; and deemed to be designated in the Declarations as: b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor. as indicated in its name or the documents that The insurance provided to such equipment lessor is govern its structure. subject to the following provisions: 4. Any person or organization that is a premises a. The limits of insurance provided to such equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b. The insurance provided to such equipment advertising injury"that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury' or "property damage" that and advertising injury' caused by an offense occurs, or is "personal and advertising injury' that is committed, after the equipment lease caused by an offense that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II—Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of "bodily injury'sustained by anyone person. a. Insureds; The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing"suits". the beginning of the policy period shown in the 2. The General Aggregate Limit is the most we will pay Declarations, unless the policy period is extended after for the sum of: issuance for an additional period of less than 12 months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of"bodily injury' or"property damage" SECTION IV—COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury' and "property 2. Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed operations hazard". Claim Or Suit 4. Subject to Paragraph 2. above, the Personal And a. You must see to it that we are notified as soon Advertising Injury Limit is the most we will pay as practicable of an "occurrence" or an offense under Coverage B for the sum of all damages which may result in a claim. To the extent because of all "personal injury' and "advertising possible, notice should include: injury'sustained by any one person or organization. (1) How, when and where the "occurrence" or 5. Subject to Paragraph 2. or 3. above, whichever offense took place; applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or b. Medical expenses under Coverage C; damage arising out of the "occurrence" or offense. because of all "bodily injury' and "property damage" arising out of any one"occurrence". b. If a claim is made or "suit" is brought against any insured, you must: For the purposes of determining the applicable Each Occurrence Limit all related acts or (1) Immediately record the specifics of the omissions committed in providing or failing to claim or"suit"and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one You must see to it that we receive written notice "occurrence". of the claim or"suit"as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will (1) Immediately send us copies of any pay under Coverage A for damages because of demands notices summonses or legal "premises damage" to any one premises. The papers received in connection with the Damage To Premises Rented To You Limit will be: claim or"suit"; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against the"suit"; and that is your partner, joint venture member, manager or trustee; or (4) Assist us, upon our request, in the (b) Any employee authorized by such enforcement of any right against any person or organization which may be liable partnership, joint venture, limited to the insured because of injury or damage liability company, trust or other organization to give notice of an to which this insurance may also apply. "occurrence"or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid, without our consent. soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for"bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of"pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence"or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a"suit"asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the"occurrence"or offense is known by: an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this Coverage Part or that are in excess of the (i) A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative. Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies toaircraft, "autos" or watercraft; losses, that is provided by, through or on behalf of: (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Of Each Section II — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy; (b) Any of the other insurance, whether (iii)Any risk retention group; or primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the used in Paragraph c. below, insurer means a insured against that suit . If no other insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The"bodily injury' or"property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury' for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send notice to the first Named Insured. The due date proof of notice. for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 2. "Advertising injury': b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or d instructional, music or news programming disparages a person's or organization's goods, products or services, provided that being transmitted; or the claim is made or the"suit' is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to 6. "Coverage territory' means: have had its goods, products or services disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your"advertisement"that: b. Intemational waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a. above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or"slogan" damage arises out of: in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or "slogan". (2) The activities of a person whose home is in the territory described in Paragraph a. b. Includes "bodily injury' caused by one or more above, but is away for a short time on your of the offenses described in Paragraph a. business; or above. (3) "Personal and advertising injury' offenses 3. Auto„ means: that take place through the Intemet or a. A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to pay any attached machinery or equipment; or damages is determined in a "suit" on the merits in b. Any other land vehicle that is subject to a the territory described in Paragraph a. above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is licensed or principally garaged. 7. "Electronic data" means information, facts or However, "auto" does not include "mobile programs stored as or on, created or used on, or transmitted to or from computer software (including equipment". systems and applications software), hard or floppy 4. "Bodily injury' means: disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional 8. "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a"temporary worker'. physical harm' sickness or disease. 9. "Executive officer" means a person holding any of 5. "Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose: constitution, bylaws or any other similar governing a. By radio or television; or document. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was (a) Preparing, approving, or failing to intended to be. prepare or approve, maps, shop 12. "Impaired property' means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; b. You have failed to fulfill the terms of a contract or or agreement; (3) Under which the insured, if an architect, if such property can be restored to use by the engineer or surveyor, assumes liability for repair, replacement, adjustment or removal of"your an injury or damage arising out of the product" or"your work" or your fulfilling the terms of insured's rendering or failure to render the contract or agreement. professional services, including those listed in Paragraph (2) above and supervisory, 13. "Insured contract" means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker' means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker' b. A sidetrack agreement; does not include a"temporary worker'. c. Any easement or license agreement, except in 15. "Loading or unloading" means the handling of connection with construction or demolition property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is d. An obligation, as required by ordinance, to accepted for movement into or onto an aircraft, indemnify a municipality, except in connection watercraft or"auto"; with work for a municipality; b. While it is in or on an aircraft, watercraft or e. An elevator maintenance agreement; "auto"; or f. That part of any other contract or agreement c. While it is being moved from an aircraft, pertaining to your business (including an watercraft or "auto" to the place where it is indemnification of a municipality in connection finally delivered; with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury', "property device, other than a hand truck, that is not attached damage" or "personal injury' to a third person to the aircraft, watercraft or"auto". or organization. Tort liability means a liability 16. "Mobile equipment" means any of the following that would be imposed by law in the absence of types of land vehicles, including any attached any contract or agreement. machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury' or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or resurfacing 18. "Personal and advertising injury' means "personal equipment such as graders, scrapers or injury' or"advertisi ng injury'. rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury', maintained primarily to provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: (1) False arrest, detention or imprisonment; (1) Air compressors, pumps and generators, (2) Malicious prosecution; including spraying, welding, building cleaning, geophysical exploration, lighting (3) The wrongful eviction from, wrongful entry and well servicing equipment; or into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction, wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo. landlord or lessor of that room, dwelling or However, self-propelled vehicles with the premises; following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered"autos": that slanders or libels a person or (1) Equipment designed primarily for: organization or disparages a person's or organization's goods, products or services, (a) Snow removal; provided that the claim is made or the"suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c) Street cleaning; that claims to have had its goods, products (2) Cherry pickers and similar devices or services disparaged; or mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material (3) Air compressors, pumps and generators, that: including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. However, "mobile equipment" does not include any (b) Unreasonably places a person in a land vehicle that is subject to a compulsory or false light. financial responsibility law, or other motor vehicle b. Includes "bodily injury' caused by one or more insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos". 20. "Pollutants" mean any solid, liquid, gaseous or 17. "Occurrence" means: thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through In. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage"to completed. any premises while rented to you for a period of more than seven consecutive days, or while b. Does not include "bodily injury' or "property temporarily occupied by you with permission of damage"arising out of: the owner, caused by: (1) The transportation of property, unless the (1) Fire; injury or damage arises out of a condition in or on a vehicle not owned or operated by (2) Explosion; you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any (4) Smoke resulting from fire, explosion or insured; lightning; or (2) The existence of tools, uninstalled (5) Water. equipment or abandoned or unused But "premises damage" under this Paragraph materials; or b. does not include "property damage" to any (3) Products or operations for which the premises caused by: classification, listed in the Declarations or (1) Rupture, bursting, or operation of pressure in a policy Schedule, states that products- completed operations are subject to the relief devices; General Aggregate Limit. (2) Rupture or bursting due to expansion or 23. "Property damage" means: swelling of the contents of any building or structure caused by or resulting from water; a. Physical injury to tangible property, including all or resulting loss of use of that property. All such loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injury that caused it; or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be a. Includes all "bodily injury' and "property deemed to occur at the time of the "occurrence" damage" occurring away from premises you that caused it. own or rent and arising out of"your product" or For the purposes of this insurance, "electronic data" "your work"except: is not tangible property. (1) Products that are still in your physical 24. "Slogan": possession; or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising. abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to be done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages (a) You; because of "bodily injury', "property damage" or (b) Others trading under your name; or "personal and advertising injury' to which this insurance applies are alleged. "Suit" includes: (c) A person or organization whose business or assets you have acquired; a. An arbitration proceeding in which such and damages are claimed and to which the insured (2) Containers (other than vehicles), materials, must submit or does submit with our consent; parts or equipment furnished in connection or with such goods or products. b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are claimed and to which the insured submits with our (1) Warranties or representations made at any consent. time with respect to the fitness, quality, durability, performance or use of "your 26. Temporary worker' means a person who is product"; and furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions. warnings or instructions. 27. "Title" means a name of a literary or artistic work. c. Does not include vending machines or other property rented to or located for the use of 28. "Unsolicited communication" means any others but not sold. communication, in any form, that the recipient of such communication did not specifically request to 31. "Your work": receive. a. Means: 29. "Volunteer worker' means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of (2) Materials, parts or equipment furnished in duties determined by you, and is not paid a fee, connection with such work or operations. salary or other compensation by you or anyone else for their work performed for you. b. Includes: 30. "Your product": (1) Warranties or representations made at any time with respect to the fitness, quality, a. Means: durability, performance or use of "your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, (2) The providing of or failure to provide distributed or disposed of by: warnings or instructions. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 6306TO20324PHX24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY TOTAL GENERAL AGGREGATE LIMIT DESIGNATED PROJECT(S) - GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Total General Aggregate Limit: $ s,000,000 Designated Project(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED, IN A WRITTEN CONTRACT THAT IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. The Total General Aggregate Limit stated in the der COVERAGE C (SECTION 1), which can be at- Schedule above is the most we will pay for the tributed only to operations at a single designated sum of all: "project" shown in the Schedule above: 1. Medical Expenses under COVERAGE C 1. A separate Designated Project General Ag- (SECTION 1); gregate Limit applies to each designated "pro- (. Damages under COVERAGE A (SECTION 1), ject", and that limit is equal to the amount of except damages because of "bodily injury" or the General Aggregate Limit shown in the "property damage" included in the "products- Declarations. completed operations hazard"; and 2. Subject to the Total General Aggregate Limit 3. Damages under COVERAGE B (SECTION 1) stated in the Schedule above, the Designated Project General Aggregate Limit is the most regardless of the number of: we will pay for the sum of all damages under a. Insureds; COVERAGE A, except damages because of b. Claims made or"suits" brought; "bodily injury" or "property damage" included in the "products-completed operations haz- c. Persons or organizations making claims or and", and for medical expenses under COV- bringing "suits"; or ERAGE C regardless of the number of: d. Designated "projects" listed in the SCHED- a. Insureds; ULE above. B. For all sums which the insured becomes legally b. Claims made or"suits" brought; or obligated to pay as damages caused by 'occur- c. Persons or organizations making claims rences" under COVERAGE A (SECTION 1), and or bringing "suits". for all medical expenses caused by accidents un- CG D3 21 01 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY 3. Any payments made under COVERAGE A for To Premises Rented To You and Medical Ex- damages or under COVERAGE C for medical pense continue to apply. expenses shall reduce both the Total General D. Part 2. of SECTION III — LIMITS OF INSURANCE Aggregate Limit stated in the Schedule is deleted and replaced by the following: above, and the Designated Project General Aggregate Limit for that designated "project". 2. The General Aggregate Limit is the most we Such payments shall not reduce the General will pay for the sum of: Aggregate Limit shown in the Declarations a. Damages under Coverage B; and nor shall they reduce any other Designated b. Damages from 'occurrences" under Project General Aggregate Limit for any other COVERAGE A (SECTION 1) and for all designated "project" shown in the Schedule medical expenses caused by accidents above. under COVERAGE C (SECTION 1) which 4. The limits shown in the Declarations for Each cannot be attributed only to operations at Occurrence, Damage To Premises Rented To a single designated "project" shown in the You and Medical Expense continue to apply. SCHEDULE above. However, instead of being subject to the E. When coverage for liability arising out of the General Aggregate Limit shown in the Decla- "products-completed operations hazard" is pro- rations, such limits will be subject to both the vided, any payments for damages because of Total General Aggregate Limit stated in the "bodily injury" or "property damage" included in Schedule above, and the applicable Desig- the "products-completed operations hazard" will nated Project General Aggregate Limit. reduce the Products-Completed Operations Ag- C. For all sums which the insured becomes legally gregate Limit, and not reduce the Total General obligated to pay as damages caused by 'occur- Aggregate Limit stated in the Schedule above, the rences" under COVERAGE A (SECTION 1), and General Aggregate Limit, or the Designated Pro- for all medical expenses caused by accidents un- ject General Aggregate Limit. der COVERAGE C (SECTION 1), which cannot be F. For the purposes of this endorsement the Defini- attributed only to operations at a single desig- tions Section is amended by the addition of the nated "project" shown in the Schedule above: following definition: 1. Any payments made under COVERAGE A for "Project" means an area away from premises damages or under COVERAGE C for medical owned by or rented to you at which you are per- expenses shall reduce the amount available forming operations pursuant to a contract or under the Total General Aggregate Limit agreement. For the purposes of determining the stated in the Schedule above and the General applicable aggregate limit of insurance, each Aggregate Limit, or the Products-Completed "project" that includes premises involving the Operations Aggregate Limit, whichever is ap- same or connecting lots, or premises whose con- plicable; and nection is interrupted only by a street, roadway, 2. Such payments shall not reduce any Desig- waterway or right-of-way of a railroad shall be nated Project General Aggregate Limit. considered a single "project". As respects this Provision C., the limits shown in G. The provisions of LIMITS OF INSURANCE the Declarations for Each Occurrence, Damage (SECTION 111) not otherwise modified by this en- dorsement shall continue to apply as stipulated. Page 2 of 2 Copyright, The Travelers Indemnity Company, 2004 CG D3 21 01 04 POLICY NUMBER: 6306TO20324PHX24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CONTRACTUAL LIABILITY EXCLUSION - EXCEPTION FOR DAMAGES ASSUMED IN AN INSURED CONTRACT APPLIES ONLY TO NAMED INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS a. The "suit" against the indemnitee seeks 1. The following replaces Para graph (2) of Exclusion damages for which you have assumed b., Contractual Liability, in Paragraph 2. of the liability of the indemnitee in a contract SECTION I — COVERAGES — COVERAGE A or agreement that is an "insured con- BODILY INJURY AND PROPERTY DAMAGE tract"; LIABILITY: b. This insurance applies to such liability as- (2) Assumed by you in a contract or agreement sumed by you; that is an "insured contract", provided that the c. The obligation to defend, or the cost of "bodily injury" or "property damage" occurs the defense of, that indemnitee has also subsequent to the execut ion of the contract or been assumed by you in the same "in- agreement. Solely for the purposes of liability sured contract"; assumed by you in an "insured contract", rea- d. The allegations in the "suit" and the in- sonable attorney fees and nece ssary litigation formation we know about the "occur- expenses incurred by or for a party other than rence" or offense are such that we de- an insured will be deemed to be damages termine that no conflict exists between because of "bodily injury" or "property dam- your interests and the interests of the in- age", provided that: demnitee; (a) Liability to such party for, or for the cost e. You and the indemnitee ask us to con- of, that party's defense has also been as- duct and control the defense of that in- sumed by you in the same "insured con- demnitee against such "suit" and agree tract"; and that we can assign the same counsel to (b) Such attorney fees and litigation ex- defend you and the indemnitee; and penses are for defense of that party 3. The following replaces the last sentence of against a civil or alternative dispute reso- Paragraph 2. of SUPPLEMENTARY PAY- lution proceeding in which damages to MENTS — COVERAGES A AND B of SEC- which this insurance applies are al leged. TION I —COVERAGES: 2. The following replaces the beginning of Para- Our obligation to defend your indemnitee and graph 2., and Paragra phs 2.a., b., c., d. and e., of to pay for attorneys' fees and necessary litiga- SUPPLEMENTARY PAYMENTS — COVER- tion expenses as Supplementary Payments AGES A AND B of SECTION I —COVERAGES: ends when: 2. If we defend you against a "suit" and your in- a. We have used up the applicable limit of demnitee is also named as a party to the insurance in the payment of judgments, "suit", we will have the right and duty to de- settlements or medical expenses; or fend that indemnitee if all of the following conditions are met: b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. CG D4 21 07 08 ©2008 The Travelers Companies,Inc. Page 1 of 1 Includes the copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: 6306TO20324PHX24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured—Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To C. Who Is An Insured —Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured—Controlling Interest M. Blanket Waiver Of Subrogation —When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising out of providing or failing to provide first aid personal and advertising injury caused by an or"Good Samaritan services" by any of your offense committed: retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury": a. A limited liability company; (a) To you, to your current or retired b. An organization other than a partnership, partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure. current or retired directors or employees while in the course of his or C. WHO IS AN INSURED—RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" while performing duties related to the SECTION II—WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker" as a consequence of or while performing duties related to the conduct Paragraph (2)(a) above; of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) "Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members services. (if you are a limited liability company) or to your current directors; (3) "Property damage"to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph (1)(a) above; of, or over which physical control is being exercised for any purpose by; (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not c. A trust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED—NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of or form the organization or the end SECTION II —WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization; and respect to its liability as mortgagee, assignee, successor or receiver for"bodily injury", "property c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury' arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury' or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II —WHO IS medical services", first aid or "Good AN INSURED: Samaritan services" to a person, unless you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d) damage" or "personal and advertising injury' above do not apply to "bodily injury' arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) Incidental medical services„ by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees" or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III —LIMITS OF INSURANCE: services" during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services" to any one person will be deemed The following is added to Paragraph 4.b., to be one"occurrence". Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured. OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8., Transfer "Incidental medical services" means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction or the related furnishing of food or beverages; or agreement to waive that insured's right of recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER:BA5T9261002443G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modes insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II —'COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury' or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 0216 m 2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: BA5T9261002443G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II —COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. C. EMPLOYEE HIRED AUTO Any organization you newly acquire or form dur- 1. The following is added to Paragraph A.1., ing the policy period over which you maintain 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered"autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ®2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered"auto". (1) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured"against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II —COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved ing a covered "auto"you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (III)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: {iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II —COVERED AUTOS LIABiL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit ofinsurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions. Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered"auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.l.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one'loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or 'loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or 'loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one"accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any"employee" authorized by you to give no- AGE: tice of the"accident"or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for 'loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident"or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 0215 ©2015 The Travelers Indemnity Company.All rights reserved_ Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- sect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 ®2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER BAST9261002443G THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 TRAVELERS'J' WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 01 (A) - 001 ALTERNATE EMPLOYER ENDORSEMENT This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary employment by the alternate employer in the state named in the Item 2 of the Schedule. Part One (Workers Compensation Insurance) and Part Two (Employers Liability Insurance) will apply as though the alter- nate employer is insured. If an entry is shown in Item 3 of the Schedule the insurance afforded by this endorse- ment applies only to work you perform under the contract or at the project named in the Schedule. Under Part One (Workers Compensation Insurance) we will reimburse the alternate employer for the benefits re- quired by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its obligations under the workers compensation law. We will not file evidence of this insurance on behalf of the alter- nate employer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement. Premium will be charged for your employees while in the course of special or temporary employment by the alter- nate employer. The policy may be canceled according to its terms without sending notice to the alternate em- ployer. Part Four (Your Duties If Injury Occurs) applies to you and the alternate employer. The alternate employer will recognize our right to defend under Parts One and Two and our right to inspect under Part Six. SCHEDULE 1. Alternate Employer Address ANY PERSON OR ORGANIZATION TH 4424 WEST SAM HOUSTON PKWY N., AT YOU AGREE IN A WRITTEN CONT SUITE 600, HOUSTON, TX, 77041 PACT TO PROVIDE THIS INSURANCE FOR BODILY INJURY TO YOUR EMP LOYEES WHILE IN THE COURSE OF SPECIAL OR TEMPORARY EMPLOYMEN T BY SUCH PERSON OR ORGANIZATI ON, IF SIGNED BEFORE ALL SUCH BODILY INJURY OCCURS. 2. State of Special or Temporary Employment AL AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MI MS MN MO MT NE NV NH NJ NM NY NC OK OR PA RI SC SD TN TX UT VT VA WV WI MA 3. Contract or Project IF ANY This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. UB6T0405192443G Endorsement No. Insured Premium $ Insurance Company Countersigned by ST ASSIGN: Page 1 of 1 TRAVELERS I' WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB6T0405192443G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. ST ASSIGN: PAGE 1 OF 1 TRAVELERS , WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R4(00) - 001 POLICY NUMBER: UB6T0405192443G NOTICE OF CANCELLATION OR NONRENEWAL TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX—CONDITIONS : Notice Of Cancellation Or Nonrenewal To Designated Persons Or Organizations If we cancel or non-renew this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation or non-renewal to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation or nonrenewal is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation or nonrenewal to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation or nonrenewal. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice: ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS 30 POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by ST ASSIGN: Page 1 oft 0 2013 The Travelers Indemnity Company.All rights reserved. POLICY NUMBER: CUP4S01891424NF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 UMBRELLA Policy Number:CUP4S01891424NF 3. When we have the duty to defend, we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit' against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or"suit" for reduce the applicable limits of insurance, but damages to which this insurance may apply. If only if the applicable "underlying insurance" we exercise such right to participate, all provides for such payments in addition to its expenses we incur in doing so will not reduce limits of insurance. With respect to a claim we the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used up insured we defend under COVERAGE B — the applicable limit of insurance in the payment UMBRELLA LIABILITY, these payments will of judgments or settlements, or defense not reduce the applicable limits of insurance. expenses if such expenses are within the limits SECTION II—WHO IS AN INSURED of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM 5. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured With respect to Coverage A, the following persons we defend: and organizations qualify as insureds: a. All expenses we incur. 1. The Named Insured shown in the b. The cost of: Declarations; and (1) Bail bonds required because of 2. Any other person or organization qualifying as accidents or traffic law violations arising an insured in the "underlying insurance". If out of the use of any vehicle to which you have agreed to provide insurance for that this insurance applies; or person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments: a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not (1) The amount by which the minimum have to furnish these bonds. limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. (2) The limits of insurance of this policy; d. All court costs taxed against the insured in whichever is less; and the "suit". However, these payments do not b. Coverage under this policy does not apply include attorneys' fees or attorneys' to such person or organization if the expenses taxed against the insured. minimum limits of insurance you agreed e. Prejudgment interest awarded against the to provide such person or organization in insured on that part of the judgment we that written contract or agreement are pay. If we make an offer to pay the wholly within the total limits of insurance applicable limit of insurance, we will not pay of all available applicable "underlying any prejudgment interest based on that insurance". period of time after the offer. B. COVERAGE B—UMBRELLA LIABILITY f. All interest that accrues on the full amount With respect to Coverage B: of any judgment after entry of the judgment and before we have paid, offered to pay or 1. The Named Insured shown in the deposited in court the part of the judgment Declarations is an insured. that is within the applicable limit of 2. If you are: insurance. If we do not pay part of the judgment for any reason other than it is a. An individual, your spouse is also an more than the applicable limit of insurance, insured, but only with respect to the we will not pay any interest that accrues on conduct of a business of which you are the sole owner. that portion of the judgment. Page 4 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA Policy Number:CUP4S01891424NF d. That Extended Reporting Period the full policy period of this Excess Follow- endorsement is issued by us and made a Form And Umbrella Liability Insurance. This part of this policy. provision does not apply to the reduction or 3. Any Extended Reporting Period endorsement exhaustion of the aggregate limit or limits of for this insurance will not reinstate or increase such "underlying insurance" solely by the Limits of Insurance or extend the policy payments as permitted in Paragraphs 4.a.(1), period. (2) and (3) of COVERAGE A — EXCESS 4. Except with respect to any provisions to the FOLLOW-FORM LIABILITY of SECTION I — contrary contained in Paragraphs 1., 2. or 3. COVERAGES. As such policies expire, you above, all provisions of any option to purchase will renew them at limits and with coverage at an 'extended reporting period" granted to you in least equal to the expiring limits of insurance. the "underlying insurance" apply to this If you fail to comply with the above insurance. requirements, Coverage A is not invalidated. J. INSPECTIONS AND SURVEYS However, in the event of a loss, we will pay only to the extent that we would have paid had 1. We have the right but are not obligated to: you complied with the above requirements. a. Make inspections and surveys at any time; 2. The first Named Insured shown in the b. Give you reports on the conditions we find; Declarations must give us written notice of and any change in the "underlying insurance" as c. Recommend changes. respects: 2. Any inspections, surveys, reports or a. Coverage; recommendations relate only to insurability and b. Limits of insurance; the premiums to be charged. We do not make c. Termination of any coverage; or safety inspections. We do not undertake to perform the duty of any person or organization d. Exhaustion of aggregate limits. to provide for the health or safety of workers or 3. If you are unable to recover from any the public. We do not warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the b. Comply with laws, regulations, codes or "underlying insurance", Coverage A is not standards. invalidated. However, we will pay for any loss only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under this that"underlying insurance". insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, b. To sue us on this insurance unless all of its excess, contingent or otherwise. This provision terms have been fully complied with. does not apply to a policy bought specifically to 2. A person or organization may sue us to recover apply as excess of this insurance. on an agreed settlement or on a final judgment However, if you specifically agree in a written against an insured. We will not be liable for contract or agreement that the insurance provided damages that: to any person or organization that qualifies as an a. Are not payable under the terms of this insured under this insurance must apply on a insurance; or primary basis, or a primary and non-contributory b. Are in excess of the applicable limit of basis, then insurance provided under Coverage A insurance. is subject to the following provisions: An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP4S01891424NF UMBRELLA 1. This insurance will apply before any 'other provide insurance in such country or insurance" that is available to such additional jurisdiction; or insured which covers that person or b. The furnishing of certificates or other organization as a named insured, and we will evidence of insurance in any country or not share with that 'other insurance", provided jurisdiction in which we are not licensed to that the injury or damage for which coverage is provide insurance. sought is caused by an "event' that takes place Q. PROHIBITED COVERAGE — TRADE OR or is committed subsequent to the signing of ECONOMIC SANCTIONS that contract or agreement by you. We will provide coverage for any loss, or 2. This insurance is still excess over any valid and otherwise will provide any benefit, only to the collectible 'other insurance", whether primary, extent that providing such coverage or benefit excess, contingent or otherwise, which covers does not expose us or any of our affiliated or that person or organization as an additional parent companies to: insured or as any other insured that does not qualify as a named insured. 1. Any trade or economic sanction under any law or regulation of the United States of America; N. PREMIUM or 1. The first Named Insured shown in the 2. Any other applicable trade or economic Declarations is responsible for the payment of sanction, prohibition or restriction. all premiums and will be the payee for any R. REPRESENTATIONS return premiums. 2. If the premium is a flat charge, it is not subject By accepting this insurance, you agree: to adjustment except as provided in Paragraph 1. The statements in the Declarations and any 4. below. subsequent notice relating to "underlying 3. If the premium is other than a flat charge, it is insurance" are accurate and complete; an advance premium only. The earned 2. Those statements are based upon premium will be computed at the end of the representations you made to us; and policy period, or at the end of each year of the 3. We have issued this insurance in reliance policy period if the policy period is two years or upon your representations. longer, at the rate shown in the Declarations, S. SEPARATION OF INSUREDS subject to the Minimum Premium. Except with respect to the Limits of Insurance, 4. Additional premium may become payable when and any rights or duties specifically assigned in coverage is provided for additional insureds this policy to the first Named Insured shown in the under the provisions of SECTION II — WHO IS Declarations, this insurance applies: AN INSURED. 1. As if each Named Insured were the only O. PREMIUM AUDIT Named Insured; and The premium for this policy is the amount stated in 2. Separately to each insured against whom Item 5. of the Declarations. The premium is a flat claim is made or"suit' is brought. charge unless it is specified in the Declarations as T. WAIVER OR TRANSFER OF RIGHTS OF adjustable. RECOVERY AGAINST OTHERS TO US P. PROHIBITED COVERAGE — UNLICENSED 1. If the insured has rights to recover all or part INSURANCE of any payment we have made under this 1. With respect to loss sustained by any insured in insurance, those rights are transferred to us a country or jurisdiction in which we are not and the insured must do nothing after loss to licensed to provide this insurance, this impair them. At our request, the insured will insurance does not apply to the extent that bring suit or transfer those rights to us and insuring such loss would violate the laws or help us, and with respect to Coverage A, the regulations of such country orjurisdiction. "underlying insurer", enforce them. 2. We do not assume responsibility for: If the insured has agreed in a contract or a. The payment of any fine, fee, penalty or agreement to waive that insureds right of other charge that may be imposed on any recovery against any person or organization, we waive our right of recovery against that person or organization in any country or person or organization, but only for payments jurisdiction because we are not licensed to we make because of an "event' that takes place or is committed subsequent to the EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 UMBRELLA Policy Number:CUP4501891424NF execution of that contract or agreement by such SECTION VI—DEFINITIONS insured. A. With respect to all coverages of this insurance: 2. Reimbursement of any amount recovered will 1. "Applicable underlying limit" means the sum of: be made in the following order: a. The applicable limit of insurance stated a. First, to any person or organization ( for the policies of "underlying insurance" including us or the insured) who has paid any amount in excess of the applicable limit in the Schedule Of Underlying Insurance of insurance; subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — b. Next, to us: and EXCESS FOLLOW-FORM LIABILITY of c. Then, to any person or organization SECTION I —COVERAGES; and (including the insured and with respect to b. The applicable limit of insurance of any Coverage A, the "underlying insurer") that "other insurance"that applies. is entitled to claim the remainder, if any. The limits of insurance in any policy of 3. Expenses incurred in the process of recovery underlying insurance will apply even if: will be divided among all persons or organizations receiving amounts recovered a. The "underlying insurer" claims the according to the ratio of their respective insured failed to comply with any term or recoveries. condition of the policy; or U. TRANSFER OF YOUR RIGHTS AND DUTIES b. The "underlying insurer" becomes UNDER THIS INSURANCE bankrupt or insolvent. 1. Your rights and duties under this insurance may 2. "Auto hazard" means all "bodily injury" and not be transferred without our written consent "property damage" to which liability insurance except in the case of death of an individual afforded under an auto policy of "underlying Named Insured. insurance" would apply but for the exhaustion 2. If you die, your rights and duties will be of its applicable limits of insurance. transferred to your legal representative but only 3. "Electronic data" means information, facts or while acting within the scope of duties as your programs stored as or on, created or used on, legal representative. Until your legal or transmitted to or from computer software representative is appointed, anyone having (including systems and applications software), proper temporary custody of your property will hard or floppy disks, CD-ROMs, tapes, drives, have your rights and duties but only with cells, data processing devices or any other respect to that property. media which are used with electronically V. UNINTENTIONAL OMISSION OR ERROR controlled equipment. The unintentional omission of, or unintentional error 4. "Event" means an "occurrence", offense, in, any information provided by you which we relied accident, act, error, omission, wrongful act or upon in issuing this policy will not prejudice your loss. rights under this insurance. However, this provision 5. "Extended reporting period" means any period does not affect our right to collect additional of time, starting with the end of the policy premium or to exercise our rights of cancellation or period of your claims-made insurance, during nonrenewal in accordance with applicable which claims or "suits" may be first made, insurance laws or regulations. brought or reported for that insurance. W. WHEN LOSS IS PAYABLE 6. "Medical expenses" means expenses to If we are liable under this insurance, we will pay for which any Medical Payments section of any injury, damage or loss after: policy of Commercial General Liability 1. The insured's liability is established by: "underlying insurance" applies. a. A court decision; or 7. "Other insurance" means insurance, or the funding of losses, that is provided by, through b. A written agreement between the claimant, or on behalf of: the insured, any "underlying insurer" and us; and a. Another insurance company; 2. The amount of the "applicable underlying limit" b. Us or any of our affiliated insurance or "self-insured retention" is paid by or on companies; behalf of the insured. c. Any risk retention group; Page 16 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 ENDORSEMENT Named Insured: Cobb, Fendley&Associates, Inc. Policy Number: DPL30039639001 Endorsement Endorsement Effective Date: July 10, 2024 Number: 6 12:01 AM Standard Time at the address of the Named Insured as shown in the Declarations. NOTICE OF CANCELLATION OR NON-RENEWAL TO THIRD PARTY ENDORSEMENT It is agreed that: I. If this Policy is cancelled by the Insurer for reasons other than non-payment of premium, or is non-renewed by the Insurer, then the Insurer shall endeavor to provide written notice of such cancellation or non-renewal to a Third Party not less than Thirty (30) days prior to the effective date of cancellation or non-renewal. If cancellation by the Insurer is for failure to pay premium due, then the Insurer shall endeavor to provide the notice to such Third Party at the same time as it shall provide such notice to the Named Insured. Failure by the Insurer to provide such notice to any Third Party shall not delay the effective date of cancellation or non-renewal nor shall the Insurer be held liable in any way for such failure. II. Solely for purposes of this Endorsement, Third Party means any third party, if the Named Insured has agreed pursuant to a written contract to provide notice of cancellation to such third party and if the Named Insured has provided the Insurer with the email address or physical mailing address of such third party at least Thirty(30) days before the effective date of cancellation or non-renewal. Authorized Representative This endorsement does not change any other provision of the Policy.The title and any headings in this endorsement are solely for convenience and do not affect its meaning. Date of Issuance:June 26,2024 Policy Form:DPL 2001 0120 Endurance American Specialty Insurance Company Page 1 of 1 Endorsement Form:DPL 3085 0823 Policy Number: DPL30039639001 2. the obtaining by any person, entity, or affiliated group of persons or entities of the right to elect, appoint, or designate at least fifty percent(50%) of the directors of the Named Insured; then coverage under this Policy will continue in full force and effect until termination of this Policy, but only with respect to Claims for Wrongful Acts that take place before such event. Coverage under this Policy will cease as of the effective date of such event with respect to Claims for Wrongful Acts that take place after such event.This Policy may not be cancelled after the effective time of such event, and the entire premium for this Policy shall be deemed earned as of such time. B. Termination of a Subsidiary If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect to that Subsidiary and its Insured Persons shall continue until termination of this Policy, but only with respect to Claims for Wrongful Acts that take place prior to the date such organization ceased to be a Subsidiary. C. In all events, this Policy shall not provide coverage for any Subsidiary, or its Insured Persons in their capacity as such, for Wrongful Acts taking place before such organization qualifies as a Subsidiary or after such Subsidiary ceases to be a Subsidiary. X. CONDITIONS A. Action Against the Insurer and Bankruptcy No action shall lie against the Insurer unless, as a condition precedent thereto, the Insured shall have fully complied with all the terms of this Policy, nor until the amount of the liability of the Insured to pay shall have been fully and finally determined either by an award or final non-appealable judgment against the Insured after an actual hearing or trial or by written agreement of the Insured, the claimant, and the Insurer. Nothing contained in this Policy shall give any person, legal entity, or organization the right to join the Insurer as a party in any action against any Insured to determine the Insured's liability. Bankruptcy or insolvency of any Insured or of the Insured's estate shall not relieve the Insurer of any of its obligations hereunder, nor deprive the Insurer of its rights and defenses under this Policy. B. Subrogation In the event of any payment under this Policy, the Insurer shall be subrogated to all of the Insured's rights of recovery therefor against any person, legal entity, organization, or other third party. The Insured shall execute and deliver instruments and papers and do whatever else is reasonably necessary to secure such rights and the Insured shall do nothing to prejudice such rights. If the Insurer recovers any amounts paid under this Policy, such amounts shall be applied first to any costs incurred by the Insurer in recovering such amounts, then to any amounts paid by the Insurer in excess of the applicable Limit of Liability, then to reinstate any amounts paid under the applicable Limit of Liability, then to reimbursement of any Self-Insured Retention or amounts in excess thereof paid by the Insured.The Insurer shall have no duty to seek a recovery of any amounts paid under this Policy. Notwithstanding the foregoing, the Insurer specifically waives its rights of subrogation against any of the Insured's customers or clients, but only to the extent that theInsured agreed, Endurance American Specialty Insurance Company Page 21 of 24 DPL 2001 0120 pursuant to a written agreement,to waive its rights of recovery against such customer or client prior to the occurrence of any Wrongful Act or Pollution Condition. C. Representations and Severability of the Application The Insureds represent and acknowledge that the statements, representations, and information contained in the Application are true and complete, are deemed to be incorporated into and a part of this Policy as if physically attached hereto, and that this Policy has been issued in reliance on the truth and completeness of such statements, representations, and information. In the event the Application contains any untrue or incomplete statement or any omission, and such statement or omission either was made with the intent to deceive or materially affected either the acceptance of the risk or the hazard assumed by the Insurer,then this Policy shall not provide coverage for any Claim arising from the facts that were untrue or incomplete with respect to any Insured Person who had knowledge of the true facts, or any Company and its Subsidiaries if a principal, partner, officer, director, or organizational equivalent of such Company had knowledge of the true facts, whether or not such Insured Person or principal, partner, officer, director, or organizational equivalent of such Company knew the Application contained such untrue or incomplete statement or omission. D. Other Insurance This Policy shall be in excess of the amount of the applicable Self-Insured Retention of this Policy and excess of any other insurance or indemnification available to the Insured, whether such insurance or indemnification is collectible or uncollectible, and whether such insurance is stated to be primary, pro rata, contributory, excess, contingent, or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided in this Policy. E. Changes Notice to any agent or knowledge possessed by any agent or other person acting on behalf of the Insurer shall not affect a waiver or a change in any part of this Policy or estop the Insurer from asserting any right under the terms of this Policy, nor shall the terms of this Policy be waived or changed, except by written endorsement issued by the Insurer and made a part of this Policy. F. Assignment Assignment of interest under this Policy shall not bind the Insurer unless its consent is endorsed in writing hereon. G. Policy Termination 1. Cancellation a. The Named Insured may cancel this Policy during the Policy Period by giving prior written notice to the Insurer stating when such cancellation shall take effect. b. The Insurer may cancel this Policy: Endurance American Specialty Insurance Company Page 22 of 24 DPL 2001 0120 Signature: -5'44'n' Signature: ODU,90 .f Elisa Silva(Apr 9,2025 16:29 CDT) Gilbert Wanchez(Apr 0025 16:47 CDT) Email: elisas@cctexas.com Email: gilberts2@cctexas.com Signature: 5a4.zleIi 614� Sarah Brunkenhoefer(Apr 11,20250 M 7CDT) Email: citysecretary@cctexas.com