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HomeMy WebLinkAboutC2025-099 - 3/18/2025 - Approved �s �o 0 H SERVICE AGREEMENT NO. 6469 U MASTER SERVICE AGREEMENT FOR General Civil/Structural Services for City �'Y�OgPOq P�E� 1852 Facilities 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 Freese and Nichols, Inc., 800 N. Shoreline Boulevard, Ste 1600N, Corpus Christi, 78401 (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 $900,000. 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 Al — MISCELLANEOUS PROVISIONS 12.1 Assi.nq ability. 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.htm1. 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 FREESE AND NICHOLS, INC. June,4- 2025 Jeffr Edmonds(Jun 12,2025 13:03 CDT) 06/12/2025 Jeff Edmonds, P.E. (Date) Rc n Guzma , PE (Date) Director of Engineering Services Vice President/Principal 800 N. Shoreline Boulevard, Ste 160ON Corpus Christi, 78401 (361) 561-6500 Office ron.guzman@freese.com APPROVED AS TO LEGAL FORM Jane Whitehead(Jun 12,2025 12:45 CDT) 06/12/2025 Assistant City Attorney (Date) M2025-026 for City Attorney AUTHORIZED ATTEST BY COUNCIL 3/18/2025 06/12/2025 RH/SB Rebecca Huerta(Jun 12,2025 14:32 CDT) Rebecca Huerta, City Secretary Page 11 Rev. 22-11 �o H EXHIBIT A U SCOPE OF SERVICES N0011POPPAEO I852 To assist with general civil/structural services for City facilities. Master Services Agreement ATTACHMENT CO COMPENSATION Position Hourly Rate Professional $156 Professional $185 Professional $209 Professional $241 Professional $279 Professional $319 Construction Manager 1 $134 Construction Manager 2 $167 Construction Manager 3 $178 Construction Manager 4 $222 Construction Manager 5 $267 Construction Manager 6 $304 Construction Representative 1 $121 Construction Representative 2 $134 Construction Representative 3 $167 Construction Representative 4 $178 CAD Technician/Designer 1 $133 CAD Technician/Designer 2 $171 CAD Technician/Designer 3 $208 Corporate Project Support 1 $127 Corporate Project Support 2 $150 Corporate Project Support 3 $200 Intern/Coop $85 Senior Advisor $175 RATES FOR IN-HOUSE SERVICES AND EQUIPMENT: Mileage Bulk Printing and Reproduction Equipment Standard IRS Rates B&W Color Valve Crew Vehicle(hour) $75 Small Format(per copy) $0.10 $0.25 Pressure Data Logger(each) $500 Large Format(per sq.ft.) Water Quality Meter(per day) $100 Technology Charge Bond $0.25 $0.75 Microscope (each) $150 $8.50 per hour Glossy/Mylar $0.75 $1.25 Ultrasonic Thickness Guage(per day) $275 Vinyl/Adhesive $1.50 $2.00 Coating Inspection Kit(per day) $275 Flushing/Cfactor(each) $500 Mounting(per sq.ft.) $2.00 Backpack Electrofisher (each) $1,000 Binding(per binding) $0.25 Survey Grade Standard Drone(per day) $200 $100 GPS(per day) $150 $50 OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplier of 1.15. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office. For other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members, these services will be billed at a cost times a multipler of 1.15. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. These rates are subject to change annually in February. 3022025 O � � N 3 O ry -W � 0 0 CD O 0 0 0 U r W 0 0 O O = w O_ N Q r r r r (m � a O 00 x v w m69- n3 Z Q C3 Qa a cn oo � U!)� o o Z W C6 0 > � � Z a c � � s�1) 60 � � � � QW �' o U a o Z y O O O O J 2 LO O r r r r W a Z o > 6s 6s 60- 6s m o W Z N ai mco o w zzQi voc � � c � c � O LM � W woo >> = o � �_ °' c a a U co 0 r 6s 6s U) � � U7 uj u W C V 6 Z Z o U) M Q. o o CD CD o o V co W/� Q o " Q V Z Q V ? cn a� U cn i N U � N N V) L.L CD d N N lA N O LL U N U � d U U y ., LL cn to v cn CO _v ) N • N m R Q LL (q C coo O ca m (q 0 O O Vg O = O E U iC m 0 U) Q Z U) to co Q H 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 ___"N F RE EAN D-02 KSUTTON 1411c"'RQ CERTIFICATE OF LIABILITY INSURANCE 5S DA3120/2025 Y, 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER NaMIACT Ames&Gough PHONE (703)827-2277 FAX (703)827-2279 8300 Greensboro Drive (A/C,No,Ext): (A/C,No): Suite 980 ADDRESS:admingoarnesgough.corn McLean,VA 22102 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:National Fire Insurance Company of Hartford A(XV) 20478 INSURED INSURER B:Valley Forge Insurance Company A(XV) 20508 Freese and Nichols,Inc. INSURER C:Continental Insurance Company A(XV) 35289 801 Cherry Street,Suite 2800 INSURER D:Travelers Casualty and Surety Company A++.XV 19038 Fort Worth,TX 76102 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR P O C POLICY /D LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE RENTE❑X OCCUR 7063394194 10/23/2024 10/23/2025 PREM SES DAMAGE TO(Ea occur ence) $ 1,000,000 X Contractual Liab. MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY[X] rrcU- ❑ LOC 2,000,000 PRODUCTS-COMP/OP AGG $ OTHER: $ B AUTOMOBILE LIABILITY (COMBINED SINGLE L M T 1,000,000 (Ea accident) $ X ANY AUTO 7063394177 10/23/2024 10/23/2025 BODI LY I NJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODI LY I NJURY(Per accident) $ AUTOS ONLY E $ NON-OWNED ONLDY (Per accident) $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE 7063394180 10/23/2024 10/23/2025 AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 C WORKERS COMPENSATION X - AND EMPLOYERS'LIABILITY YIN 7063394213 10/23/2024 10/23/2025 STATUTE ER 1,000,000 ANY PROPRIMB R/PXCLUDE/EXECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory OFFICER/MEMBER in NH) EXCLUDED? 1,000,000 E.L.DISEASE-EA EMPLOYEE $ yes,describe under D 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liab. 107930947 10/23/2024 10/23/2025 Per Claim 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) PROFESSIONAL LIABILITY AGGREGATE LIMIT: $10,000,000 RE: Master Services Agreement for General/Structural Services for City Facilities The City of Corpus Christi is included as Additional Insured with respect to General Liability,Auto Liability,and Umbrella Liability when required by written contract.General Liability,Auto Liability and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract.General Liability,Auto Liability,Umbrella Liability and Workers Compensation SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Corpus Christi,TX THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y p ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Engineering Services P.O. Box 9277 Corpus Christi,TX 78469 AUTHORIZED^REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: FREEAND-02 KSUTTON LOC#: 1 A ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Ames &Gough Freese and Nichols,Inc. 9 801 Cherry Street,Suite 2800 POLICY NUMBER Fort Wort,TX 76102 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: policies include a Waiver of Subrogation in favor of the Additional Insured where permissible by state law and when required by written contract. 30-day Notice of Cancellation will be issued for the General Liability,Auto Liability, Umbrella Liability,Workers Compensation and Professional Liability policies in accordance with policy terms and conditions. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Business Auto Policy Policy Endorsement ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY "—JM � AN" qq It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED . In conformance with paragraph A.I.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident"for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71 527XX(10-2012) Policy No: BUA 70633941 77 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/23/2024 Endorsement No:24; Page: 1 of 1 Policy Page: 102 of 322 Underwriting Company:Valley Forge Insurance Company, 151 N Franklin St,Chicago,IL 60606 ©Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement WAIVER OF OF OF • AGAINST OTHERS TO OF • • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: FREESE & NICHOLS, INC. Endorsement Effective Date: 1 0/23/2024 SCHEDULE Name(s)Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Policy No: BUA 70633941 77 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/23/2024 Endorsement No:6; Page: 1 of 1 Policy Page: 59 of 322 Underwriting Company:Valley Forge Insurance Company, 151 N Franklin St,Chicago,IL 60606 ©Copyright Insurance Services Office, Inc., 2011 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3. Additional Insured—Extended Coverage 4. Boats 5. Bodily Injury—Expanded Definition 6. Broad Knowledge of Occurrence/Notice of Occurrence 7. Broad Named Insured 8. Contractual Liability—Railroads 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 11. General Aggregate Limits of Insurance—Per Location 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability—Damage To Premises 16. Liquor Liability r 17. Medical Payments M 18. Non-owned Aircraft Coverage 0 0 19. Non-owned Watercraft 0 N 20. Personal And Advertising Injury—Discrimination or Humiliation 21. Personal And Advertising Injury-Contractual Liability 22. Property Damage—Elevators 23. Retired Partners, Members, Directors And Employees 24. Supplementary Payments 25. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation—Blanket 27. Wrap-Up Extension: OCIP,CCIP or Consolidated(Wrap-Up) Insurance Programs CNA74858XX (1-15) Policy No: 7063394194 Page 1 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part;and (2) was executed prior to: (a) the bodily injury or property damage;or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However,subject always to the terms and conditions of this policy, including the limits of insurance,the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contractor agreement,and in no event broader than that described by the applicable paragraph A.through I. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Engineers,Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises; or b. in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by,on behalf of,or for the Named Insured,including but not limited to: CNA74858XX (1-15) Policy No: 7063394194 Page 2 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications;or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage,or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee,assignee or receiver's s liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. M M The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition 0 operations performed by, on behalf of,or for such additional insured. N O H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults,street banners, or decorations and similar exposures;or b. the construction, erection, or removal of elevators;or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX (1-15) Policy No: 7063394194 Page 3 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED—EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part,WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual,then his or her spouse is an Insured; b. A partnership or joint venture,then its partners, members and their spouses are Insureds; c. A limited liability company,then its members and managers are Insureds; or d. An organization other than a partnership,joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA74858XX (1-15) Policy No: 7063394194 Page 4 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement but only with respect to locations and operations covered by the additional insured endorsement's provisions,and only with respect to their respective roles within their organizations. Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. 4. BOATS Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to add the following additional exception to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named Insured's inspection or surveying work. 5. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 6. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence,offense or claim is known to a natural person Named Insured,to a partner, executive officer, manager or member of a Named Insured,or to an employee designated by any of the above to give such notice. 0 B. NOTICE OF OCCURRENCE M M The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence,offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim. 7. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have CNA74858XX (1-15) Policy No: 7063394194 Page 5 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture;or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation;or B. having the right, pursuant to a written trust agreement,to protect,control the use of,encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above,this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names(dba)as any Named Insured should choose to employ. 8. CONTRACTUAL LIABILITY—RAILROADS With respect to operations performed within 50 feet of railroad property,the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured you with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: CNA74858XX (1-15) Policy No: 7063394194 Page 6 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications;or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection,architectural or engineering activities. 9. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy; provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse,where such claim seeks damages from marital community property,jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative,or spouse outside the scope of such person's capacity or status as such, provided, however,that the spouse of a natural person Named Insured, and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE-PER LOCATION M D O A. A separate Location General Aggregate Limit,equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sum of: O O N 1. All damages under Coverage A,except damages because of bodily injury or property damage included in the products-completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage B, regardless of the number of locations involved; CNA74858XX (1-15) Policy No: 7063394194 Page 7 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single location, will reduce the General Aggregate Limit shown in the Declarations. C. For the purpose of this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision, "location" means: 1. a premises the Named Insured owns or rents;or 2. a premises not owned or rented by any Named Insured at which the Named Insured is performing operations pursuant to a contract or written agreement. If operations at such a location have been discontinued and then restarted, or if the authorized parties deviate from plans, blueprints, designs, specifications or timetables, the location will still be deemed to be the same location. For the purpose of determining the applicable aggregate limit of insurance, premises involving the same or connecting lots,or premises whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad shall be considered a single location. D. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit,depending on whether the occurrence can be attributed solely to ongoing operations at a particular location. E. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard, regardless of the number of locations involved, will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this GENERAL AGGREGATE LIMITS OF INSURANCE-PER LOCATION Provision shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES,Coverage A—Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose,and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and CNA74858XX (1-15) Policy No: 7063394194 Page 8 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement B. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. to add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act,error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid,Tricare or any similar federal, state or local governmental program. 0 Services Excluded by Endorsement M M Any health care incident for which coverage is excluded by endorsement. 0 0 C. DEFINITIONS is amended to: 0 N i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; CNA74858XX (1-15) Policy No: 7063394194 Page 9 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CMA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident.All acts,errors or omissions that are logically connected by any common fact, circumstance, situation,transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a), (b),(c)and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance CNA74858XX (1-15) Policy No: 7063394194 Page 10 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument,whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES/PARTNERSHIP/ LIMITED LIABILITY COMPANIES A. Past Joint Ventures, Partnerships, Limited Liability Companies The following is added to WHO IS AN INSURED: If the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date,and the personal and advertising injury arising out of such offense,first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Architects, Engineers And Surveyors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up) insurance program. B. Participation In Current Professional Joint Ventures The following is added to WHO IS AN INSURED: 0 The Named Insured is also an Insured for participation in a current joint venture that is not named on the 0 Declarations, but only if such joint venture meets all of the following criteria: a. Each and everyone of the Named Insured's co-venturers are architectural, engineering or surveying firms only; and N b. There is no other valid and collectible insurance purchased specifically to insure the joint venture. However,the Named Insured is an Insured only for the conduct of such Named Insured's business within such a joint venture. The Named Insured is not insured for liability arising out of the acts or omissions of other co- venturers, nor of their partners, members or employees. C. WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: Except as provided under this Architects, Engineers And Surveyors General Liability Extension Endorsement or by the attachment of another endorsement(if any), no person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. CNA74858XX (1-15) Policy No: 7063394194 Page 11 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 15. LEGAL LIABILITY — DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE,CUSTODY OR CONTROL A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs(1), (3) and(4) of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph(2) of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products-completed operations hazard. Paragraphs(3)and(4)of this exclusion do not apply to property damage to: i. tools, or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However, the coverage granted by this exception to Paragraphs(3)and (4)does not apply to: a. property at a job site awaiting or during such property's installation,fabrication,or erection; b. property that is mobile equipment leased by an Insured; CNA74858XX (1-15) Policy No: 7063394194 Page 12 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement c. property that is an auto, aircraft or watercraft; d. property in transit;or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. B. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through In. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above,$25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises.The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000. The Insurer has the right but not the duty to pay any portion of this$1,000 in order to effect settlement. If the Insurer exercises that right,the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit,of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit),the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one s premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 M or fewer consecutive days.The Damage To Premises Rented To You Limit is the greater of: 0 0 a. $500,000; or N b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii)of the Other Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. CNA74858XX (1-15) Policy No: 7063394194 Page 13 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7.(the Medical Expense Limit)and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident;and 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured;and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long;and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: CNA74858XX (1-15) Policy No: 7063394194 Page 14 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured;or (b) any executive officer, director, stockholder, partner, member or manager(if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1.ADDITIONAL INSURED of this endorsement;or 0 attachment of an additional insured endorsement to this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY M O A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled 0 Exclusions is amended to delete the exclusion entitled Contractual Liability. 0 0 B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY- LIMITED CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorney's fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred CNA74858XX (1-15) Policy No: 7063394194 Page 15 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs.Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4)and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE— ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members,directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a$5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of$250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Policy No: 7063394194 Page 16 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION—CONSTRUCTION WRAP-UP is attached to this policy,or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs(C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4.Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess,contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) 0 insurance program. C. DEFINITIONS is amended to add the following definitions: M M D O Consolidated (wrap-up) insurance program means a construction,erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.)or Contractor Controlled Insurance Program(C.C.I.P.). Residential structure means any structure where 30%or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages,guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Policy No: 7063394194 Page 17 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This WRAP-UP EXTENSION: OCIP, CCIP,OR CONSOLIDATED(WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74858XX (1-15) Policy No: 7063394194 Page 18 of 18 Endorsement No: 11 Nat'l Fire Ins Co of Hartford Effective Date: 10/23/2024 Insured Name:FREESE & NICHOLS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA Paramount Excess and Umbrella Liability Policy • EXCESS AND UMBRELLA LIABILITY P• 14 Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The "Insurer" refers to the insurer providing this insurance as set forth on the Declarations of this Policy.Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. I. COVERAGES A. Coverage A- Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policywill then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: I. if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and 2. if the applicable underlying insurance is on a claims made basis, then only if: a. that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and b. the claim is first made during the policy period. B. Coverage B- Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: . that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or 2. because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: a. the bodily injury or property damage occurs during the policy period; b. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 1 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 20 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy c. the personal and advertising injury is caused by an offense arising out of the Named Insured's business; and d. the offense giving rise to personal and advertising injury was first committed during the policy period and in the coverage territory; Provided, however, that Coverage B- Umbrella Liability: i. does not apply to: (a) any part of damages to which underlying insurance applies; or (b) any part of damages to which underlying insurance would have applied regardless of: (1) the availability of underlying insurance; or (2) the exhaustion of the applicable underlying limits; (c) any defense costs related to damages as described in a. and b. above. ii. applies only if prior to the effective date of the policy period, no authorized insured: (a) knew that such bodily injury or property damage had occurred, in whole or in part. If any authorized insured knew, prior to the policy period, that any such bodily injury or property damage had occurred, then any continuation, change or resumption of such bodily injury or property damage during or after the policy period will be deemed to have been known prior to the policy period; or (b) knew that any offense giving rise to personal and advertising injury had occurred, in whole or in part. Bodily injury or property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any authorized insured, includes any continuation, change or resumption of that bodily injury or property damage after the end of the policy period. An authorized insured will be deemed to know: . that such bodily injury or property damage occurred, at the earliest time when such authorized insured: a. reports the bodily injury or property damage to the Insurer or any other insurer; b. receives a claim arising out of the bodily injury or property damage; or c. becomes aware by any other means that the bodily injury or property damage has occurred or has begun to occur; 2. that such offense giving rise to personal and advertising injury occurred, on the date of the first utterance or dissemination or, if there is no utterance or dissemination, then on the first date of the activity giving rise to a claim. C. Coverage C - Crisis Management Expenses The Insurer will reimburse the Named Insured for crisis management expenses incurred by the Named Insured as a direct result of its response to a crisis management event that first occurs during the policy period, provided: such crisis management event is reported to the Insurer as soon as reasonably practicable following the crisis management event, or within 72 hours after such crisis management event begins if such crisis management event is likely to give rise to bodily injury or property damage; Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 2 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 21 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy 2. such crisis management expenses are incurred within 180 days after the crisis management event and reported to the Insurer as soon as reasonably practicable; and, 3. such crisis management expenses are approved in advance by the Insurer. The period of time for which the Insurer will pay crisis management expenses will not be limited by the expiration of the policy period. D. Coverage D— Key Employee The Insurer will reimburse the Named Insured for key employee replacement expenses due to the Named Insured's permanent loss of the services of a key employee provided that: . the Named Insured would not have incurred such key employee replacement expenses if the Named Insured had not lost the services of the key employee; 2. such key employee replacement expenses are incurred by the Named Insured within 180 days of the covered accident and reported to the Insurer as soon as reasonably practicable; 3. such loss of service is caused by a covered accident; 4. the covered accident occurs during the policy period; and S. a replacement for such key employee is hired within 180 days after the covered accident. The period of time for which the Insurer will pay key employee replacement expenses will not be limited by the expiration of the policy period. II. DEFENSE COSTS PAYMENT AND RELATED DUTIES A. The Insurer has the right and duty to defend any suit, and the right to assume control of the investigation and settlement of any claim, against the Insured, as follows: I. with respect to the Coverage A- Excess Follow Form Liability, upon exhaustion through payment in legal currency of the full amount of the applicable underlying limits over which Coverage A applies. 2. with respect to the Coverage B- Umbrella Liability, upon receipt by the Insurer of a claim to which Coverage B applies. When the Insurer has the duty to defend any suit and the right to investigate any claim but is prevented by law from doing so, the Insured will undertake such defense and investigation, and the Insurer will reimburse the Insured for the defense costs. The Insurer's obligation to defend any suit, investigate any claim, or reimburse for any defense costs does not apply if any other insurer has a duty to defend. Further, any obligation to defend any suit, investigate any claim, or reimburse for any defense costs ceases upon exhaustion of the applicable limits of insurance of this Policy. B. The Insurer may, at the Insurer's sole discretion and at the Insurer's own cost, elect to participate in the investigation, settlement or defense of any claim against any of the Insureds for matters covered by this Policy even if the applicable underlying limit has not been exhausted. C. The Insurer will pay defense costs as follows: with respect to the Coverage A- Excess Follow Form Liability, defense costs are paid within or excess of the limits of insurance as set forth in the applicable underlying insurance. 2. with respect to the Coverage B- Umbrella Liability, defense costs are paid in excess of and do not erode the limits of insurance or the retained amount. D Where the Insurer investigates a claim or defends a suit, the Insurer will do so even if the allegations of a claim are groundless, false, or fraudulent. If Insurer investigates a claim or defends a suit, Insurer will Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 3 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 22 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy do so only until the Insurer: I. makes payment of; or 2. offers to pay; or 3. deposits in court that part of a judgment up to but not exceeding the Insurer's applicable limits of insurance. E. No Insured shall admit liability, consent to any judgment, agree to any settlement or make any settlement offer which is reasonably likely to involve this Policy without the Insurer's prior written consent, such consent not to be unreasonably withheld. The Insureds agree that they shall not knowingly take any action that increases the Insurer's exposure for damages or defense costs under this Policy. III. EXCLUSIONS A. Coverage A- Excess Follow Form Liability and Coverage B- Umbrella Liability Exclusions With respect to both the Coverage A- Excess Follow Form Liability and Coverage B-Umbrella Liability, this Insurance does not apply to: 1. Access to or Disclosure of Confidential or Personal Information and Data-Related Liability any actual or alleged damages arising out of: a. any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or b. the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by the Named Insured or others arising out of that which is described in paragraph a. or b. above. However, unless paragraph a.above applies, this exclusion does not apply to bodily injury to the extent that such liability is covered by underlying insurance. 2. Asbestos a. any actual or alleged liability arising out of the actual, alleged or threatened exposure at any time to asbestos; or b. any actual or alleged loss, cost or expense that may be awarded or incurred: i. by reason of a claim for any such injury or damage; or ii. in complying with a governmental direction or request to test for, monitor, clean up, remove, contain or dispose of asbestos. 3. Damage to Impaired Property or Property not Physically Injured any actual or alleged property damage to impaired property or property that has not been physically injured, arising out of: a. a defect, deficiency, inadequacy or dangerous condition in your product or your work; or b. a delay or failure by the Named Insured or anyone acting on the Named Insured's behalf to perform a contract or agreement in accordance with its terms. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page:4 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 23 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use. 4. Damage to Premises Rented or Occupied by the Named Insured any actual or alleged property damage to premises rented to the Named Insured or in the case of damage by fire,while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner. S. Distribution or Recording of Material or Information in Violation of Laws any actual or alleged liability arising directly or indirectly out of any actual or alleged: a. violation of: i. the Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; ii. the CAN-SPAM Act of 2003, including any amendment of or addition to such law; iii. the Fair Credit Reporting Act(FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or iv. any statute, ordinance, regulation or law other than the TCPA, CAN-SPAM Act of 2003, or FCRA, including FACTA, and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information; or b. conversion or consumption of another's tangible property or electronic assets. For the purpose of this provision, electronic assets include but are not limited to minute allowances, text message allowances, and other electronic consumables. 6. Employment Related Practices any actual or alleged bodily injury or personal and advertising injury to: a. a person arising out of any actual or alleged: i. refusal to employ that person; ii. termination of that person's employment; iii employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or b the spouse, child, parent, brother or sister of that person as a consequence of such bodily injury or personal and advertising injury to that person at whom any of the employment-related practices described in paragraphs a. i., ii., or iii. above is directed. This exclusion applies: a. whether the injury-causing event described in paragraphs a. i., ii., or iii.above occurs before employment, during employment or after employment of that person; b. whether the Insured may be liable as an employer or in any other capacity; and c. to any obligation to share damages with or repay someone else who must pay damages because of the injury. However, this exclusion does not apply to bodily injury a person sustains during a job interview while attempting to demonstrate a physical capability or skill required by the job to the extent that Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 5 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 24 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy such liability is covered by underlying insurance. 7. ERISA any actual or alleged liability arising out of any actual or alleged obligation of any Insured under the Employees Retirement Income Security Act of 1974 or any similar common or statutory law anywhere in the world including any amendments or additions thereto. 8. Nuclear Energy Liability any actual or alleged bodily injury, property damage or personal and advertising injury: a. with respect to which an Insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of insurance; b. resulting from the hazardous properties of nuclear material and with respect to which: i. any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or ii. the Insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; or c. resulting from hazardous properties of nuclear material, if: i. the nuclear material: (a) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (b) has been discharged or dispersed therefrom; ii. the nuclear material is contained in spent fuel or nuclear waste at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an Insured; or iii the bodily injury, property damage or personal and advertising injury arises out of the furnishing by an Insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion applies only to property damage to such nuclear facility and any property thereat. d. Under any Medical Payments coverage, to expenses with respect to bodily injury resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. Solely as used in this exclusion: (a) property damage includes all forms of radioactive contamination of property; (b) hazardous properties includes but is not limited to radioactive, toxic or explosive properties; (c) source material, special nuclear material, and by-product material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; (d) spent fuel means any fuel element or fuel component, solid or liquid,which has been used or exposed to radiation in a nuclear reactor. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 6 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 25 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy 9. Recall of Products,Work or Impaired Property any actual or alleged loss, cost or expense incurred by the Named Insured or any person or entity, for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of your product, your work or impaired property, if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 10. Unfair Competition/Antitrust Claims/RICO Claims any actual or alleged liability arising out of any: a. unfair competition, dilution, deceptive trade practices, or civil actions for consumer fraud; b. charges of price fixing, monopolization or restraint of trade; or c. any violation of: i. the Federal Trade Commission Act; ii. the Sherman Act, the Clayton Act, or any federal statutory provision regarding anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade; iii. the Racketeer Influenced and Corrupt Organizations Act; iv. any rules or regulations promulgated under or in connection with the above statutes; or v. any state, federal or local statute or other law which similarly regulates business practices. 11. Uninsured/Underinsured Motorists any actual or alleged liability arising out of any obligations under an uninsured/underinsured motorist law, a personal injury protection law, a reparations benefit law or other similar law. 12.War any actual or alleged liability arising, directly or indirectly out of any: a. war, including undeclared or civil war; b. warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 13.Workers'Compensation and Similar Laws/Nonsubscriber Status any actual or alleged liability arising out of any obligation of any Insured: a. under a workers' compensation, disability benefits or unemployment compensation law or any similar law. b. by reason of a statement of non-subscription on file with any applicable Worker's Compensation authority of any State indicating the Named Insured has chosen not to participate in the Workers Compensation system in accordance with laws of such state. B. Coverage A-Excess Follow Form Liability Exclusions With respect to Coverage A- Excess Follow Form Liability, this Insurance does not apply to: 1. Coverages Subject to a Sub Limit any actual or alleged liability, loss, cost or expense covered under any underlying insurance which is Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 7 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 26 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy subject to a sub limit. 2. Crisis Management Expenses crisis management expenses except as provided for in Coverage C above even if such insurance is afforded under underlying insurance or would have been afforded but for the exhaustion of the underlying limits. 3. Pollution a. any actual or alleged bodily injury or property damage arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: i. at or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any Insured except that this subparagraph does not apply to: (a) bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire; or (b) bodily injury if sustained within a building and caused by smoke, fumes,vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; ii. at or from any premises, site or location which is or was at any time used by or for any Insured or others for the handling, storage, disposal, processing or treatment of waste; iii. which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for any Insured or any person or organization for whom the Named Insured may be legally responsible; or iv. at or from any premises, site or location on which any Insured or any contractors or subcontractors working directly or indirectly on any Insured's behalf are performing operations: (a) If the pollutants are brought on or to the premises, site or location in connection with such operations by such Insured, contractor or subcontractor; except that this subparagraph does not apply to bodily injury or property damage arising out of: (1) the escape of fuels, lubricants, or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for operation of mobile equipment or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such Insured, contractor or subcontractor; or (2) heat, smoke or fumes from a hostile fire; or (b) If the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; v. that are, or that are contained in property that is: (a) being transported or towed by, or handled for movement into, onto or from a covered auto; (b) otherwise in the course of transit; or Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 8 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 27 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy (c) being stored, disposed of, treated or processed in or upon the covered auto except that this subparagraph does not apply to fuels, lubricants, fluids, exhaust, gases or other similar Pollutants that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered auto or its parts if the pollutants escape or are discharged, dispersed or released directly from an auto part designed by its manufacturer to hold, store, receive or dispose of such pollutants; vi. before the pollutants or property in which the pollutants are contained are moved from the place where they are accepted by the Insured for movement into or onto the covered auto; or vii. after the pollutants or property in which the pollutants are contained are moved from the covered auto to the place where they are finally delivered, disposed of or abandoned by the Insured. Subparagraphs vi.and vii. do not apply if the pollutants or property in which the pollutants are contained are upset, overturned or damaged as a result of the maintenance or use of a covered auto and the discharge, dispersal, release or escape of the pollutants is caused directly by such upset, overturn or damage. b. any actual or alleged personal and advertising injury arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. c. any actual or alleged loss, cost or expense arising out of any: i. request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; or ii. claim by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of pollutants. However, if liability for damages because of property damage is not excluded by paragraph a. of this exclusion, then neither will paragraph c. above serve to exclude such damages. C. Coverage B- Umbrella Liability Exclusions With respect to the Coverage B-Umbrella Liability, this Insurance does not apply to: 1. Aircraft,Auto,Watercraft or Mobile Equipment any actual or alleged bodily injury,property damage,personal and advertising injury arising out of the ownership, maintenance, operation, use, loading or unloading or entrustment to others of any: a. aircraft owned by any Insured or rented, loaned or chartered by or on behalf of any Insured without crew; or b. autos,watercraft or mobile equipment This exclusion applies even if such claim against an Insured alleges negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured. This exclusion does not apply to: i. watercraft while ashore on premises the Named Insured owns or rents; ii. watercraft the Named Insured does not own that is: (a) less than 55 feet long; and (b) not being used to carry persons or property for a charge; or Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 9 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 28 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy iii. liability assumed under any insured contract for the ownership, maintenance or use of watercraft. 2. Contractual Liability any actual or alleged bodily injury, property damage or personal and advertising injury for which an Insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement other than an insured contract. This exclusion does not apply to liability that the Insured would have in the absence of such contract or agreement. 3. Damage to Property any actual or alleged property damage to: a. property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by the Named Insured, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; c. property loaned to the Named Insured; d. personal property in the care, custody or control of the Insured; e. that particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on its behalf are performing operations, if the property damage arises out of those operations; or E that particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraph b.of this exclusion does not apply if the premises are your work and were never occupied, rented or held for rental by the Named Insured. Paragraphs c.,d.,e. and f. of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph f. of this exclusion does not apply to property damage included in the products-completed operations hazard. 4. Damage to Your product any actual or alleged property damage to your product arising out of it or any part of it. S. Damage to Your work any actual or alleged property damage to your work arising out of it or any part of it and included in the products-completed operations hazard.This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on the Named Insured's behalf by a subcontractor. 6. Employee Injury any actual or alleged bodily injury or personal and advertising injury to: a. an employee arising out of and in the course of employment by the Insured or performing duties related to the conduct of the Insured's business; or b. the spouse, child, parent, brother or sister of that employee as a consequence of a. above. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 10 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 29 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy This exclusion applies: i. whether an Insured may be liable as an employer or in any other capacity; and ii. to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the Insured under an insured contract. 7. Expected or Intended injury any actual or alleged bodily injury or property damage arising out of an act or omission: a. intended by an Insured; or b. that would be expected from the standpoint of a reasonable person in the circumstances of the Insured; to cause bodily injury or property damage,even if the actual bodily injury or property damage is of a different degree or type than intended or expected. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. Fungi or Other Organic Pathogens a. any actual or alleged bodily injury, property damage or personal and advertising injury arising out of any actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or growth or presence of any fungi or other organic pathogens; b. any actual or alleged loss, cost or expense arising out of or relating to the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating,or disposing of, or in any way responding to or assessing the effects of fungi or other organic pathogens by any Insured or by anyone else; or c. any actual or alleged property damage caused by water where there also exists any property damage arising out of or relating to, in whole or in part, the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or growth or presence of any fungi or other organic pathogens. This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to such injury or damage, loss, cost or expense. 9. Liquor Liability any actual or alleged bodily injury or property damage for which any Insured may be held liable by reason of: a. causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on the Insured's premises, for consumption on the Insured's premises; b. the furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any Insured allege negligence or other wrongdoing in: i. the supervision, hiring, employment, training or monitoring of others by that Insured; or Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 1 1 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 30 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy ii. providing or failing to provide transportation with respect to any person that may be under the influence of alcohol, if the occurrence which caused the bodily injury or property damage involved that which is described in paragraph a., b. or c. above. 10. Nonemployment Related Discrimination any actual or alleged personal and advertising injury arising out of any actual or alleged nonemployment related discrimination committed intentionally against a person. 11. Personal and Advertising Injury any actual or alleged personal and advertising injury: a. Breach of Contract arising out of breach of contract, except an implied contract to use another's advertising idea in the Named Insured's advertisement. b. Criminal Acts or Conduct arising out of any actual or alleged criminal act or omission committed by or at the direction of any Insured. This exclusion does not apply to the extent liability is imposed upon the Insured for acts or omissions of another committed without the knowledge or consent of the Insured. c. Electronic Chat Rooms or Bulletin Boards arising out of an electronic chat room or bulletin board the Insured hosts, owns, or over which the Insured exercises control. d. Infringement of Copyright, Patent,Trademark or Trade Secret arising out of infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in the Named Insured's advertisement. However, this exclusion does not apply to infringement of copyright, trade dress or slogan in the Named Insured's advertisement. e. Insureds in Media and Internet Type Businesses committed by an Insured whose business is: i. advertising, broadcasting, publishing or telecasting; ii. designing or determining content or web-sites for others; or iii. an Internet search, access, content or service provider. However, this exclusion does not apply to paragraph A.,B.or C.of personal and advertising injury as defined in the section entitled Definitions. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for the Named Insured or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. f. Knowing Violation of Rights of Another caused by an actual or alleged offense, act or omission by or at the direction of the Insured if the Insured knew or should have known that such offense, act or omission would cause such personal and advertising injury. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 12 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 31 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy g. Material Published Prior To Policy Period arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the policy period. h. Material Published with Knowledge of Falsity arising out of written publication in any manner of material, if the Insured knew or should have known the material was false. i. Quality or Performance of Goods—Failure to Conform to Statements arising out of any failure of goods, products or services to conform to any statement of quality or performance made in the Named Insured's advertisement. j. Unauthorized Use of Another's Name or Product arising out of unauthorized use of another's name or product in the Named Insured's e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. k. Wrong Description of Prices arising out of the wrong description of the price of goods, products or services stated in the Named Insured's advertisement. 12. Pollution a any actual or alleged bodily injury, property damage or personal and advertising injury arisingout of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. b. any actual or alleged loss, cost or expense arising out of any: i. request, demand, order, or statutory or regulatory requirement that anyone test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effects of pollutants; or ii. claim by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of pollutants. 13. Silica a. any actual or alleged bodily injury arising, in whole or in part, out of the actual, alleged or threatened respiration or ingestion at anytime of silica; or b. any actual or alleged property damage arising in whole or in part out of the actual, alleged or threatened presence of silica. c. any actual or alleged personal and advertising injury arising, in whole or in part, out of the actual, alleged or threatened: i. exposure at any time to; or ii. presence at anytime of; silica. 14.Terrorism any actual or alleged bodily Injury, property damage or personal and advertising injury arising out of any act of terrorism. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 13 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 32 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy D. Coverage D- Key Employee Exclusions With respect to Coverage D—Key Employee, this insurance does not apply to any actual or alleged: Death or Disability death or permanent disability of a key employee relating to, or arising out of: a. nuclear reaction or radiation or radioactive contamination, however caused; b. sickness or disease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. suicide, attempted suicide or self inflicted bodily injury,while sane or insane; e. the key employee's intoxication, impairment or otherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil war; g. warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or h. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the Named Insured had used all reasonable means to: i. find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named Insured's permanent loss of the services of the key employee caused by a covered accident. b. additional expenses incurred due to the Named Insured's loss of the services of a permanent replacement appointed or hired to replace a key employee, however caused. However, this exclusion does not apply if the replacement employee is included in the definition as a key employee and the Named Insured's loss of the services of the replacement employee is caused by a covered accident. IV. WHO IS AN INSURED The following persons or organizations are Insureds. A. With respect to Coverage A- Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then only for the same coverage, except for limits of insurance, afforded under such underlying insurance. B. With respect to the Coverage B- Umbrella Liability: 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named Insured's spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership or joint venture, the Named Insured is an Insured. The Named Insured's members, the Named Insured's partners, and their spouses are also Insureds, but only with respect to the conduct of the Named Insured's business. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 14 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 33 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy c. a limited liability company, the Named Insured is an Insured. The Named Insured's members are also Insureds, but only with respect to the conduct of the Named Insured's business. The Named Insured's managers are Insureds, but only with respect to their duties as the Named Insured's managers. d. an organization other than a partnership,joint venture or limited liability company, the Named Insured is an Insured. The Named Insured's executive officers and directors are Insureds, but onlywith respect to their duties as the Named Insured's officers or directors. The Named Insured's stockholders are also Insureds, but onlywith respect to their liability as stockholders. e. a trust, the Named Insured is an Insured. The Named Insured's trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following are also Insureds: a. The Named Insured's volunteer workers but only while performing duties related to the conduct of the Named Insured's business. b. The Named Insured's employees, other than either the Named Insured's executive officers(if the Named Insured is an organization other than a partnership,joint venture or limited liability company) or the Named Insured's managers (if the Named Insured is a limited liability company), but only for acts within the scope of their employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business. However, none of these employees or volunteer workers are Insureds for: i. bodily injury or personal and advertising injury: (a) to the Named Insured, to the Named Insured's partners or members (if the Named Insured is a partnership or joint venture), to the Named Insured's members (if the Named Insured is a limited liability company), to a co-employee while in the course of his or her employment or performing duties related to the conduct of the Named Insured's business, or to the Named Insured's other volunteer workers while performing duties related to the conduct of the Named Insured's business; (b) to the spouse, child, parent, brother or sister of that co-employee or volunteer worker as a consequence of paragraph (i)(a) above; (c) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph i.(a)or(b) above; or (d) arising out of his or her providing or failing to provide professional health care services. ii. property damage to property: (a) owned, occupied or used by; (b) rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; the Named Insured, any Of the Named Insured's employees, volunteer workers, any partner or member(if the Named Insured is a partnership or joint venture), or any member(if the Named Insured is a limited liability company). C. With respect to the Coverage C-Crisis Event Management and the Coverage D- Key Employee, the Named Insured is the Insured. V. LIMITS OF INSURANCE A. Multiple Insureds, claims, claimants The limits of insurance shown in the Declarations of this Policy and the rules below fix the most the Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 15 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 34 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy Insurer will pay regardless of the number of: 1. Insureds; 2. claims made or brought against the Insured; 3. persons or organizations making claims or bringing claims; and 4. coverages under this Policy. B. Aggregate Limit Subject to the paragraphs D.and E. below, the limit of insurance shown in the Declarations of this Policy as the Aggregate limit is the most that the Insurer will pay as damages under this Policy, regardless of which coverage applies, except for: 1. damages covered by any auto liability policy listed in the Schedule of Underlying Insurance where the limits of insurance of such auto liability policy are not aggregated; and 2. damages covered under the products-completed operations hazard. The limits of insurance shown in the Declarations of this Policy apply to the entire policy period, regardless of length. In addition, with respect to Coverage A— Excess Follow Form Liability only, the Aggregate limit shown in the Declarations of this Policy shall be applied in the same manner as the applicable Aggregate limits in the Schedule of underlying insurance. C. Aggregate Products-Completed Operations Hazard Subject to paragraph D. and E. below, the limit of insurance shown in the Declarations of this Policy as the Aggregate Products-Completed Operations Hazard limit is the most that the Insurer will pay as damages arising out of the products-completed operations hazard, regardless of whether such damages are or otherwise would be covered in anyway under more than one coverage. D. Policy Aggregate Limit This provision D. only applies if an amount is shown in the Declarations as the Policy Aggregate Limit. Subject to the Each Incident limit, Aggregate limit and Aggregate products-completed operations hazard limit, the Policy Aggregate limit is the most the Insurer will pay as damages under this Policy, regardless of which coverage applies, except for damages covered by any auto liability policy listed in the Schedule of Underlying Insurance where the limits of insurance of such auto liability policy are not aggregated. E. Each Incident Subject to paragraphs B., C. and D. above, the limit of insurance shown in the Declarations of this Policy as the Each Incident limit is the most the Insurer will pay for the sum of all damages arising out of any one incident under this Policy, regardless of which coverage applies. F. Crisis Management Solely with respect to Coverage C—Crisis Management Expenses,the most the Insurer will pay is the limit of insurance shown on the Declarations of this Policy as the Crisis Management Expenses Aggregate limit, regardless of the number crisis management events for which crisis management expenses are incurred. Crisis management expenses are not subject to the retained amount. The Crisis Management Expenses Aggregate limit of insurance is in addition to and will not erode any other limits of this Policy. The Crisis Management Expenses Aggregate limit of insurance shall be excess of any other limits of insurance available to the Insured for the same expenses. G. Key Employee Replacement Expenses Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 16 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 35 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy Solely with respect to Coverage D— Key Employee,the most the Insurer will pay for key employee replacement expenses is the Key Employee Aggregate limit shown on the Declarations of this Policy, regardless of the number key employees for which key employee replacement expenses are incurred. Key employee replacement expenses are not subject to the retained amount. The Key Employee Replacement Expenses Aggregate limit of insurance is in addition to and will not erode any other limits of this Policy. The Key Employee Replacement Expenses Aggregate limit of insurance shall be excess of any other limits of insurance available to the Insured for the same expenses. H. Defense Costs Defense costs are either paid within or are in excess of the limits of insurance as set forth in paragraph C. of the section entitled Defense Costs Payment and Related Duties. I. Exhaustion or Reduction of Applicable Underlying Limit Solely with respect to Coverage A- Excess Follow Form Liability, if the applicable underlying limits are: . reduced solely by the payment of covered loss as set forth in Coverage A including related costs and expenses (if such related costs and expense reduce such limits) Coverage A will apply in excess of the remaining amount of such applicable underlying limit; or 2. exhausted, solely by the payment of covered loss as set forth in Coverage A including related costs and expenses (if such related costs and expense reduce such limits)then Coverage A will apply, subject to this Policy's limit of insurance provision and to the remaining terms and provisions and conditions of this Policy in place of such exhausted applicable underlying limit. If any loss covered under any underlying insurance is subject to a sub-limit(whether or not such sub-limit erodes the limits generally available to all claims), then the underlying limits shall not be deemed depleted by payment of any such sub-limits. Nothing herein shall serve to increase the limits of insurance shown in the Declarations of this Policy. A. CONDITIONS A. Appeals If the Named Insured or its underlying insurers elect not to appeal a judgment in excess of the limits of insurance afforded by the underlying insurance the Insurer may elect to appeal at the Insurer's expense. The Insurer's limits of insurance shall not be increased because of such appeal. However, the Insurer will pay the following costs and expenses: I. all premium bonds to release attachments for an amount not in excess of the applicable limit of insurance of this policy; 2. all premiums on appeal bonds required in such defended claims, but without obligation to apply for or furnish such bonds; 3. court fees; and 4. costs and expenses taxed against the Named Insured by the appellate court and interest accruing after entry of a judgment against the Named Insured and before the Insurer has paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance of this Policy. Where the underlying insurers terminate their liability to pay interest on the judgment by an offer to pay their limits, the Named Insured shall demand that such limits be paid. If the appeal is successful, such amounts not obligated to be paid shall be returned to such underlying insurer. B. Cancellation and Nonrenewal Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 17 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 36 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy The Cancel lation/Nonrenewal provisions are as set forth in the Cancel lation/Non renewal Endorsement attached to this Policy. C. Changes to the Policy Notice to any of the Insurer's agents or knowledge possessed by any such agent or any other person shall not act as a waiver or change in any part of this Policy, nor will such notice prevent the Insurer from asserting any rights under the provisions of this Policy. None of the provisions of this Policy will be waived, changed or modified except by written endorsement issued by the Insurer to form a part of this Policy. D. Concealment, Misrepresentation and Fraud No concealment, misrepresentation or fraud shall avoid or defeat recovery under this Policy unless such concealment, misrepresentation or fraud was material. Concealment, misrepresentation or fraud in the procurement of this Policywhich if known by the Insurer would have led to refusal by the Insurer to make this contract or provide coverage, or to make this contract or provide coverage on different terms or conditions, will be deemed material. E. Duties of the First Named Insured on the Declarations of this Policy The First Named Insured, on behalf of all others, will be: I. authorized to make changes in the terms of this Policy with the consent of the Insurer; 2. the payee of any premiums the Insurer refunds; 3. responsible for: a. remitting the payment of all premiums due, but all Named Insureds jointly and severally agree to make such payments in full if the First Named Insured fails to pay the amount due within 10 days after the Insurer give written notice or demand; b. keeping records of the information the Insurer requires for premium computation, and sending copies of such records at such times as requested by the Insurer; c. notifying the Insurer that the First Named Insured on behalf of all others wants to cancel this Policy; and d. providing any notice required under this Policy. F. Economic and Trade Sanctions This Policy does not provide coverage for an Insured, transaction or that part of loss that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. G. Entire Contract By acceptance of this Policy, the Insureds agree that this Policy, including all endorsements to this Policy, constitute the entire contract existing between the parties relating to this insurance. H. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse,where such claim seeks damages from marital community property,jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such provided however that this sentence does not apply to the spouse of: I. a sole proprietorship Named Insured; or Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 18 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 37 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy 2. members or partners of joint venture or partnership Named Insureds. Examination of the Named Insured's Books and Records The Insurer may examine and audit the Named Insured's books and records as they relate to this Policy at any time during the policy period and up to 3 years afterward. J. Financial Impairment Bankruptcy, rehabilitation, receivership, liquidation or other financial impairment of the Named Insured or an underlying insurer shall neither relieve nor increase any of the Insurer's obligations under this Policy. In the event there is diminished recovery or no recovery available to the Named Insured as a result of financial impairment of an underlying insurer, the coverage under this Policy shall apply only in excess of the underlying limits. Under no circumstances shall the Insurer be required to drop down and replace the underlying limits, or assume the obligations of the Named Insured or the financially impaired insurer. K. Headings The description in the headings and subheadings of this Policy is solely for convenience, and forms no part of the terms and conditions of coverage. L. Inspections and surveys The Insurer has the right but is not obligated to: I. make inspections and surveys at any time; 2. give the Named Insured reports on the conditions it finds; 3. recommend changes; or 4. conduct loss control and prevention activity. Any inspections, surveys, reports, or recommendations relate only to insurability and the premiums to be charged. The Insurer does not: I. make safety inspections; 2. undertake to perform the duty of any organization to provide for the health or safety of workers or the public; nor 3. warrant that conditions are safe or healthful or comply with laws, regulations, codes or standards. This provision applies not only to the Insurer, but also to any rating, advisory, rate service, or similar organization which makes insurance inspections, surveys, recommendations, reports, or gives loss control or prevention advice, on its behalf. M. Legal Action Limitation No person or organization has a right under this Policy: 1. to join the Insurer as a party or otherwise bring the Insurer into a suit asking for damages from an Insured; or 2. to sue Insurer on this Policy unless all of its terms have been fully complied with. A person or organization may sue the Insurer to recover on an agreed settlement or on a final judgment against an Insured; but the Insurer will not be liable for damages that are not payable under the terms of this Policy or that are in excess of the applicable limit of insurance.An "agreed settlement" means a settlement and release of liability signed by the Insurer, the Insured and the claimant or the claimant's legal representative. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 19 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 38 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy N. Maintenance of Underlying Insurance Solely with respect to Coverage A- Excess Follow Form Liability, while this Policy is in force the First Named Insured agrees that the underlying insurance and renewals and replacements thereof shall be maintained, without alterations of terms or conditions, in full effect during the term of this Policy; except for reduction or exhaustion of the limits of insurance in the underlying insurance, provided that such reduction or exhaustion is solely the result of incidents covered under this Policy. If the First Named Insured fails to maintain underlying insurance, this condition shall not invalidate this Policy. However, in the event of such failure, the Insurer will only be liable to the same extent as if such underlying insurance was in full force and effect without alteration of its terms and conditions. O. Notice of Claims/Crisis Management Event/Covered Accident . Solely with respect to Coverage A- Excess Follow Form Liability, if any underlying insurance is a policy issued by the Insurer or any of its affiliates, then notice of any claim under such underlying insurance is notice to the Insurer under this Policy. 2. It is a condition precedent to coverage under this Policy that: a. subject to paragraph b. below, the Insured notify the Insurer as soon as practicable of an incidentwhich an Insured believes may result in a claim.To the extent possible, notice should include: i. how,when and where the incident took place; ii. the names and addresses of any injured persons and witnesses; and iii. the nature and location of any injury or damage arising out of the incident. b. the Insured notify the Insurer as soon as practicable of an incident if it involves: i. a demand against the Insured which exceeds 50%of any remaining applicable underlying limit; ii. any underlying insurance reserve or monetary exposure exceeding G500,000; or iii. any of the following: (a) brain damage, including but not limited to any neurological impairment of infants or adults and coma; (b) spinal cord injury, including but not limited to paraplegia or quadriplegia; (c) loss of any organ; (d) severe disfigurement, including but not limited to burns and amputations; or (e) death. c. if a claim is made against any Insured,the Named Insured: i. will immediately record the specifics of the claim and the date received and notify the Insurer of such claim; ii. will immediately send the Insurer copies of any demands, notices, summonses or legal papers received in connection with the claim; iii. will authorize the Insurer to obtain records and other information; iv. will cooperate with the Insurer in the investigation or settlement of the claim or defense against the suit; will assist the Insurer, upon its request, in the enforcement of any right against any person Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 20 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 39 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A- Excess Follow Form Liability and Coverage B—Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O.Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A—Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. T. Separation of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this Policy to the First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. Transferv'of Interest Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 21 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 40 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W.Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: I. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII. DEFINITIONS For purposes of this Policy,words in bold face type,whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web-sites, only that part of a web-site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: A. suit; or Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 22 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 41 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy B. written or oral demand for damages alleging injury to which this insurance applies. Coverage territory means: A. the United States of America(including its territories and possessions), Puerto Rico and Canada; B. international waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in paragraph A.above; or C. all other parts of the world if the injury or damage arises out of: . goods or products made or sold by the Named Insured in the territory described in paragraph A. above; 2. the activities of a natural person whose home is in the territory described in paragraph A. above, but is away for a short time on the Named Insured's business; or 3. an offense that take place through the Internet or similar electronic means of communication, provided that the Insured's responsibility to pay damages is determined in a suit on the merits, in the territory described in paragraph A.above or in a settlement the Insurer agrees to. Covered accident means a sudden and unexpected event,which solely and independently of any other cause results in the key employee's death or permanent disability within one year after the date of the sudden event. Crisis management event means an event that an executive officer reasonably believes has resulted or may result in significant adverse regional or national media coverage and a claim for: A. bodily injury, property damage or any of the following personal and advertising injury offenses: I. false arrest, detention or imprisonment; 2. malicious prosecution or abuse of process; or 3. wrongful eviction from, wrongful entry into, or the invasion of the right of private occupancy of a room, dwelling or premises that a person occupies committed by or on behalf of its owner, landlord or lessor; and B. damages to which this insurance applies, that are in excess of any applicable: 1. underlying limits; or 2. retained amount. Crisis management expenses means crisis management public relations expenses and crisis management other expenses provided however crisis management expenses do not include any of the following: A. salary,wages, or benefits of the Named Insured or the Named Insured's employees; B. loss of business income; C. costs to acquire, repair or replace real or personal property; or D. expense to hire a public adjuster or appraiser or any other claim adjustment expenses incurred by a Named Insured. Crisis management public relations expenses means reasonable and necessary expenses incurred in connection with a crisis management event by the Named Insured: A. to hire a crisis management firm; B. to setup call centers or similar inquiry management system to manage inquiries from, or to directly contact, individuals or entities that may be directly impacted by such crisis management event; to create and deliver notification letters to contact individuals or entities that may be directly impacted Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 23 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 42 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy by the crisis management event; or D. other related miscellaneous expenses. Crisis management other expenses means reasonable and necessary expenses incurred in connection with a crisis management event by the Named Insured: A. to pay medical expenses, funeral expenses, psychological counseling expenses, travel expenses, and temporary living expenses of a third party who incurs bodily injury,or a family member of such third party, by reason of such crisis management event; B. for travel expenses incurred by or on behalf of Insureds and at the direction of the crisis management firm; C. to secure the scene of a crisis management event; and D. other related miscellaneous expenses. Crisis management firm means a public relations firm, law firm or crisis management firm approved by the Insurer to provide media management services and to respond to actual or anticipated adverse publicity arising out of a crisis management event or covered accident. Damages means the amount an Insured is legally obligated to pay, either through: A. final adjudication of a claim; or B. through compromise or settlement of a claim with the Insurer's written consent or direction, because of covered incidents. In addition, damages includes the above-mentioned sums only after deducting all other recoveries and salvages. However, damages does not include: . civil or criminal fines, sanctions, penalties or forfeitures, whether pursuant to law, statute, regulation or court rule; 2. injunctive or declaratory relief; 3. any amount that is not insurable under any applicable law; or 4. plaintiff's attorney fees associated with any of the above. Notwithstanding paragraph 3. above, damages shall include (subject always to this Policy's other terms, conditions and limitations) punitive and exemplary damages the enforceability of which shall be governed by such applicable law that most favors coverage for damages. Defense costs mean: A reasonable and necessary fees, costs, and expenses incurred by the Insurer or consented to by the Insurer and incurred by the Named Insured in the defense or appeal of a covered suit or in the investigation of any covered claim, and includes premium for appeal bonds arising out of a covered judgment, attachment bonds or similar bonds, but only for bond amounts up to the applicable limit of insurance. In addition, the Insurer will pay up to G250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which bodily injury coverage applies. The Insurer has no obligation to provide such bonds. B. prejudgment interest awarded against an Insured on that part of a judgment covered by this policy. If the Insurer makes an offer to pay the applicable limit of insurance, the Insurerwill not pay any prejudgment interest based on that period of time after the offer. post judgment interest which accrues after entry of judgment, but before the Insurer has paid or offered to pay, or deposited in court that part of the judgment which is within the limit of insurance of this C. Policy. The amount of interest the Insurer pays will be in direct proportion to the amount of damages Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 24 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 43 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy the Insurer pays in relation to the total amount of the judgment. D. all reasonable expenses incurred by a natural person Insured at the Insurer's request to assist the Insurer in the investigation or defense of the claim. This includes such Insured's actual loss of earnings up to G750 per day, because of time off from work. E. all court costs taxed against the Insured in the suit. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the Insured. Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Employee includes leased workers or employees loaned to the Insured. Temporary workers are not employees. Executive Officer means any natural person holding any of the following positions created by the Named Insurer's charter, constitution, bylaws or any other similar governing document: A. director, officer, trustee or governor of a corporation; B. management committee member of a joint venture; C. partner of a partnership; D. manager of a limited liability company; and E. trustee of a trust. An executive officer is not an employee. First Named Insured means the person or organization first listed as a Named Insured in the Declarations of this Policy. Fungi means any form of fungus, including but not limited to, yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of fungi. However, fungi does not include any fungi intended by the Insured for human consumption. Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. Impaired property means tangible property, other than your product or your work that cannot be used or is less useful because: A. it incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or B. the Named Insured has failed to fulfill the terms of a contract or agreement, if such property can be restored to use by the repair, replacement, adjustment or removal of your product or yourwork; or the Named Insured's fulfilling the terms of the contract or agreement. Incident means: A. with respect to Coverage A- Excess Follow Form Liability, a covered event as defined inapplicable underlying insurance; B. solely with respect to Coverage B- Umbrella Liability: 1. with respect to bodily injury and property damage, incident means an occurrence; or C. 2. with respect to personal and advertising injury, incident means an offense that gives rise to such personal and advertising injury. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 25 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 44 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy Insured means any person or organization set forth in the section entitled WHO IS AN INSURED. Insured contract means: A. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to the Namedlnsured or temporarily occupied by the Named Insured with permission of the owner is not an insured contract; B. a sidetrack agreement; C. an easement or license agreement; except in connection with construction or demolition operations on or within 50 feet of a railroad; D. an obligation, as required by ordinance, to indemnify a municipality except in connection with work for a municipality; E. an elevator maintenance agreement; or F. the part of any other contract or agreement pertaining to its business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization, provided the bodily injury or property damage is caused, in whole or in part, by the Named Insured or by those acting on its behalf. However, such part of a contract or agreement shall only be considered an insured contract to the extent the Named Insured's assumption of the tort liability is permitted by law. "Tort liability" means liability that would be imposed by law in the absence of contracts or agreements. This paragraph F. does not include that part of a contract or agreement: I. that indemnifies a railroad for bodily injury or property damage arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; 2. that indemnifies an architect, engineer or surveyor for bodily injury or property damage arising out of: a preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b giving directions or instructions, or failing to give them, if that is the primary cause of the bodily injury or property damage; 3 under which an Insured, if an architect, engineer or surveyor, assumes liability for bodily injury or property damage arising out of such Insured's rendering or failure to render professional services, including those listed in paragraph 2. above and supervisory, inspection, architectural or engineering activities; or 4. that indemnifies a person or organization for damage by fire to premises rented to or loaned to an Insured. Key employee means any of the following officer and employment positions: A. Chief Executive Officer; B. Chief Operating Officer; C. Chief Financial Officer; D. Corporate Secretary; E. Treasurer; F. Executive Vice President; and Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 26 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 45 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy G. Risk Manager Key employee also means anyone added as such by endorsement to the Policy. Key employee replacement expenses means the actual and necessary expenses incurred by the Named Insured: A. to continue the performance of the key employee's normal job responsibilities, with comparable quality, while a permanent replacement for the key employee is being sought, appointed or hired, and trained. B. to find a qualified permanent replacement to fill the key employee's position: I. costs of advertising the employment position opening; 2. travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the job applicants and legal expenses incurred to draw up employment contracts. C. to minimize the amount of key employee replacement expenses, but only to the extent the amount of key employee replacement expenses otherwise payable under paragraphs I. and 2. above are reduced. D. to relocate the replacement employee to an area within a reasonable commute from their place of employment. E. to pay the following reasonable and necessary expenses incurred in connection with the death or permanent disability of any key employee: 1. to hire a crisis management firm. 2. to create and deliver notification letters to contact individuals or entities that may be directly impacted by the key employee covered accident; or 3. other related miscellaneous expenses F. Key employee replacement expenses also include first year amounts of the replacement employee's: I. annual base starting salary; 2. employee perquisite costs; and 3. employee benefit costs; in excess of the amounts which would have been incurred for the key employee if the Named Insured had not lost the services of the key employee. However, the Insurer will not pay more for these expenses than 10%of the amounts which would have been incurred for the key employee. Key employee replacement expenses do not include the following: a. any expenses which would have been incurred by the Named Insured for the key employee if the Named Insured had not lost the services of the key employee; b. any key employee replacement expenses that are paid for by any other insurance; c. except as provided in paragraph F. above, salary, wages, or benefits of the Named Insured, the Named Insured's employees, the Named Insured's temporary workers or volunteer workers; d. costs to acquire, repair or replace real or personal property; e. the Named Insured's loss of business income; f. expenses incurred by or on behalf of the Named Insured to hire a public adjuster or appraiser or any other claim adjustment expenses incurred by the Named Insured; and Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 27 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 46 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy g. expenses incurred by or on behalf of the Named Insured due to bodily injury, property damage, or personal and advertising injury. Leased worker means a person leased to the Named Insured by a labor leasing firm under an agreement between the Named Insured and such labor leasing firm, to perform duties related to the conduct of the Named Insured's business. Leased worker does not include a temporary worker. Loading or unloading means the handling of property: A. after it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or auto; B. while it is in or on an aircraft, watercraft or auto; or C. while it is being moved from an aircraft,watercraft or auto to the place where it is finally delivered. However, loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or auto. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: A. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; B. vehicles maintained for use solely on or next to premises the Named Insured owns or rents; C. vehicles that travel on crawler treads; D. vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: 1. power cranes, shovels, loaders, diggers or drills; or 2. road construction or resurfacing equipment such as graders, scrapers or rollers; E. vehicles not described in A.,B., C. or D. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: I. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or 2. cherry pickers and similar devices used to raise or lower workers; and F. vehicles not described in A.,B.,C.or D.above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: I. equipment designed primarily for: a. snow removal; b. road maintenance, but not construction or resurfacing; or c. street cleaning; 2. cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and 3. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, mobile equipment does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 28 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 47 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy considered autos. Named Insured means the persons or organizations named as such in the Declarations of this Policy. Nuclear facility means: A. any nuclear reactor; B. any equipment or device designed or used for: I. separating the isotopes of uranium or plutonium; 2. processing or utilizing spent fuel; or 3. handling, processing or packaging nuclear waste; C. any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of any Insured at the premises where such equipment is located consists of or contains more than: I. 25 grams of plutonium or uranium 233 or any combination thereof; or 2. 250 grams of uranium 235; and D. any structure, basin, excavation, premises or place prepared or used for the storage or disposal of nuclear waste; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. Nuclear material means source material, special nuclear material, or by-product material as these terms are defined in the Atomic Energy Act of 1954 or in any law amendatory thereof. Nuclear reactor means an apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. Nuclear Waste means waste material: A containing by-product material other than the tailings or waste produced by the extraction or concentration of uranium or thorium from ore processed primarily for its source material (as defined in the Atomic Energy Act of 1954 or in any law amendatory thereof) content; and B. resulting from the operation by any person or organization, of a nuclearfacility included within paragraphs A. and B. of the definition of nuclear facility. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. Other insurance means any: A. valid and collectible policy of insurance; B. self insurance; or C. indemnity agreement by which an Insured arranges for funding or transferring its liabilities that provides coverage that this Policy also provides. Other insurance does not include underlying insurance or any policy that was bought specifically to apply in excess of the limits of insurance shown in the Declarations of this Policy. Other organic pathogens means any organic irritant or contaminant other than fungi, including but not limited to bacteria, microbes and viruses (whether or not a microorganism), that cause infection and disease. Other organic pathogens includes any spores, mycotoxins, odors, variants, mutations, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of such Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 29 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 48 of 68 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy pathogens, and any colony or group of the foregoing. However, other organic pathogens does not mean pathogens that were transmitted directly from person to person. Permanent disability means permanent physical inability, or mental inability due to a permanent physical inability, of the key employee to perform the normal duties of the applicable position for which the individual qualifies as a key employee. Personal and advertising injury means injury, including consequential bodily injury, arising out of one or more of the following offenses: A. false arrest, detention or imprisonment; B. malicious prosecution or abuse of process; C. wrongful eviction from,wrongful entry into, or the invasion of the right of private occupancy of a room, dwelling or premises that a person occupies committed by or on behalf of its owner, landlord or lessor; D. oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; E. oral or written publication, in any manner, of material that violates a person's right of privacy; F. the use of another's advertising idea in the Named Insured's advertisement; or G. infringing upon another's copyright, trade dress or slogan in the Named Insured's advertisement. Policy period means the time from 12.01 A.M. on the effective date of this Policy as set forth in the Declarations of this Policy to the earlier of 12.01 A.M. of the expiration, termination or cancellation date of this Policy. Pollutants mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes medical waste and materials to be recycled, reconditioned or reclaimed. Products-completed operations hazard means bodily injury or property damage occurring away from premises the Named Insured owns or rents and arising out of your product or your work except: A. products that are still in the Named Insured's physical possession; or B. work that has not yet been completed or abandoned. However,yourwork will be deemed completed at the earliest of the following times: . when all of the work called for in the Named Insured's contract has been completed; 2. when all of the work to be done at the job site has been completed if the Named Insured's contract calls for work at more than one job site; or 3. when that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. However, products-completed operations hazard does not include bodily injury or property damage arising out of: A. the transportation of property, unless bodily injury or property damage arises out of a condition in or on a vehicle not owned or operated by the Named Insured, and that condition was created by the loading or unloading of that vehicle by any Insured; B. the existence of tools, uninstalled equipment or abandoned or unused materials; or Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 30 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 49 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy C. products or operations for which the underlying insurer states that products-completed operations are subject to the General Aggregate Limit. Property damage means: A. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or B. loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the incident that caused it. However, electronic data is not tangible property. Retained amount means the self insured retention as set forth on the Declarations of this Policy or the amount payable by other insurance, whichever is greater. Silica means the chemical compound silicon dioxide (SiO2) in any form, including dust which contains silicon dioxide. Spouse means any husband, wife or partner in a marriage or civil union or any person qualifying as a domestic partner under any federal, state or local laws or under the Named Insured's employee benefit plans or employee benefits program. Sub limit means a limit that is lower than the underlying limits. Suit means a civil proceeding in which damages because of injury or damage to which this insurance applies are alleged, including: A. an arbitration proceeding alleging such damages; or B. any other alternative dispute resolution proceeding in which such damages are claimed and to which the Insured submits with the Insurer's consent. Temporary worker means a worker who is furnished to the Named Insured to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. Underlying insurance means policies of insurance listed in the Schedule of Underlying Insurance including renewal or replacement of such insurance which is neither more restrictive nor more broad than that listed in the aforementioned Schedule of Underlying Insurance. Underlying insurer means the insurer providing the underlying insurance. It does not include any insurer whose policies were purchased specifically to be in excess of this policy. Underlying limits means the limits of insurance as set forth in the Schedule of Underlying Insurance. Volunteer worker means a person who is not an employee and who donates his or her work and acts at the direction of or within the scope of duties determined by the Named Insured and is not paid a fee, salary or other compensation by the Named Insured or anyone else for their work performed for the Insured. Your product means: A. means: 1. any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: a. the Named Insured; b. others trading under the Named Insured's name; or c. a person or organization whose business or assets the Named Insured has acquired; and 2. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 31 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 50 of 68 ©Copyright CNA All Rights Reserved. CMA CNA Paramount Excess and Umbrella Liability Policy B. includes: I. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and 2. The providing of or failure to provide warnings or instructions. C. does not include vending machines or other property rented to or located for the use of others but not sold. Your work: A. means: 1. work or operations performed by the Named Insured or on its behalf; and 2. materials, parts or equipment furnished in connection with such work or operations. B. Includes: I. warranties or representations made with respect to the fitness, quality, durability, performance or use of your work, and 2. the providing of or failure to provide warnings or instructions. IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by the Insurer's Chairman and Secretary, but this Policy shall not be binding upon the Insurer unless completed by the attachment of the Declarations of this Policy and signed by the Insurer's duly authorized representative if required. Chairman of the Board Secretary Form No:CNA75504XX(03-201 5) Policy No:CUE 7063394180 Policy Page: 32 of 32 Policy Effective Date: 10/23/2024 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 Policy Page: 51 of 68 ©Copyright CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVERTEXAS OF OUR RIGHT TO RECOVER FROMENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ❑ Specific Waiver Name of person or organization 0 Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2%percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 42 03 04 B(06-2014) Policy No:WC 7 63394213 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/23/2024 Endorsement No: 58; Page: 1 of 1 Policy Page: 197 of 205 Underwriting Company: The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 ©Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. k '�� r ' ier 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 Article6—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 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 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