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HomeMy WebLinkAboutC2025-260 - 11/18/2025 - Approved Is se E5 G� 0 H SERVICE AGREEMENT NO. 6906 MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES �NCOgpOR 1 Project 25018 Reclaimed Water for Industrial Reuse 1852 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 Ardurra Group, Inc., 801 Navigation Boulevard, Suite 300, Corpus Christi, Texas 78408 (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 Page 1 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 $11,000,000.00. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Consultant shall price Task Orders in accordance with Exhibit B, Rate Schedule, subject to approval by the City. 2.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.5 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.6 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 2.7 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. Page 3 Rev. 22-11 ARTICLE III — QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 Consultant must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, included in the indemnification above if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE Page 4 Rev. 22-11 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Orders issued hereunder from the Effective Date of the Agreement until Task Orders are complete. 6.3 The term of this Agreement shall be for a period of three years beginning on the Effective Date, unless extended by authority of the City Manager or designee. A rate increase maximum of 3% will be considered at the beginning of year two and year three. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services Page 5 Rev. 22-11 actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX— OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. Page 6 Rev. 22-11 9.3 When the City incurs non-value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 9.4 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X— CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within 21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have 30 calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 11.2 Alternative Dispute Resolution Page 7 Rev. 22-11 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within 30 calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3 Mediation 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys'fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 11.5 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 11.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function Page 8 Rev. 22-11 solely for the public benefit. Nothing in this Agreement shall be construed to waive City's governmental immunity from lawsuit, which immunity is expressly retained to the extent it is not clearly and unambiguously waived by state law. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 Page 9 Rev. 22-11 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.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 ARDURRA GROUP, INC. sz!��� IN. Logall rw�011 Jeff dmonds(Dec 10,2025 16:40:27 CST) W.Logan Bur on(Dec 5,202513:24:33 CST) Jeff Edmonds, P.E. (Date) W. Logan Burton, P.E. (Date) Director of Engineering Services Water Practice Director, Central Region 801 Navigation Blvd., Ste 300 Corpus Christi, TX 78408 (361) 883-1984 Office (361) 876-0673 Mobile LBurton@ardurra.com APPROVED AS TO LEGAL FORM Ord.033802 AUTHORIZED FrancisYo D 10 202515:05:29CST BY COUNCIL1/18/2025 Assistant City Attorney (Date) for City Attorney RH/SB ATTEST Rebecca ffrefta Rebecca Huerta(Dec 11,2025 10:13:41 CST) Rebecca Huerta, City Secretary Page 11 Rev. 22-11 se GO p � H EXHIBIT A U SCOPE OF SERVICES �'OHPOPPSE� 1852 To provide professional services to design an effluent reuse delivery system from the Oso Water Reclamation Plant (WRP) to the Greenwood WRP. The project aims to enhance the reliability, capacity, and efficiency of the City's non-potable reuse system, thereby reducing the reliance on the potable water system by some industrial users. Additional services for this project will include geotechnical investigation, subsurface utility investigations, TCQ coordination, environmental coordination, and a technical memorandum regarding the existing TPDES discharges at the Oso and Greenwood WRPs. Master Services Agreement ARDURRA COLLABORATE_INNOVATE.CREATE. SCHEDULE OF HOURLY CHARGES BY PERSON NELCLASSIFICATION 2026 The per diem and miscellaneous expense charges for Engineering, Drafting,and Planning Services are based on the following hourly rates: Engineering: Current Pri n ci pa I—In—Charge....................................................................................................................................................................$316.00/h r. Program/Project Manager......................................................................................................................................................$300.00/hr. DeputyProject Manager...........................................................................................................................................................$295.00/hr. SeniorProject Manager III...............................................................................................................................................$285.00/hr. SeniorProject Manager 11................................................................................................................................................$274.00/hr. SeniorProject Manager I.................................................................................................................................................$264.00/hr. ProjectManager III ....................................................................................................................................................................$254.00/hr. ProjectManager II .....................................................................................................................................................................$243.00/hr. ProjectManager I ..................................................................................................................................................................... $238.00/hr. SeniorEngineer II ......................................................................................................................................................................$233.00/hr. SeniorEngineer I ...................................................................................................................................................................... $228.00/hr. ProjectEngineer IV ................................................................................................................................................................... $207.00/hr. ProjectEngineer III ................................................................................................................................................................... $202.00/hr. ProjectEngineer II ................................................................................................................................................................... $191.00/hr. ProjectEngineer I (Sr.)................................................................................................................................................................ $186.00/hr. EngineerV ..................................................................................................................................................................................$160.00/hr. EngineerIV .................................................................................................................................................................................$155.00/hr. EngineerIII .....................................................................................................................................................................$150.00/hr. EngineerII .................................................................................................................................................................................. $145.00/hr. EngineerI.....................................................................................................................................................................................$135.00/hr. GIS .....................................................................................................................................................................................$155.00/hr. SeniorDesigner III................................................................................................................................................................. $171.00/hr. SeniorDesigner 11..................................................................................................................................................................$166.00/hr. SeniorDesigner I .................................................................................................................................................................. $160.00/hr. DesignerIII ................................................................................................................................................................................. $155.00/hr. DesignerII .................................................................................................................................................................................. $150.00/hr. DesignerI .................................................................................................................................................................................. $145.00/hr. Senior CADDTechnician III............................................................................................................................................. $140.00/hr. Senior CADDTechnician II...............................................................................................................................................$135.00/hr. Senior CADDTechnician I................................................................................................................................................$129.00/hr. CADDTechnician II ................................................................................................................................................................... $114.00/hr. CADDTechnician I.................................................................................................................................................................... $109.00/hr. 801 Navigation Blvd.,Ste.300 1 Corpus Christi,TX 78408 1 361.883.1984 I www.ardurra.com EXHIBIT B Page 1 of 2 ARDURRA COLLABORATE_INNOVATE.CREATE. STANDARD RATE SCHEDULE CADDTechnicianIV................................................................................................................................................................... $124.00/hr. CADDTechnician III................................................................................................................................................................... $119.00/hr. Electrical and I&C QC/Tech...................................................................................................................................................... $311.00/hr. Electrical and I&C Senior Engineer.......................................................................................................................................... $269.00/hr. Electricaland I&C Engineer..................................................................................................................................................... $166.00/hr. Environmental Project Manager........................................................................................................................................... $269.00/hr. EnvironmentalEngineer......................................................................................................................................................... $150.00/hr. EnvironmentalDesigner.......................................................................................................................................................... $171.00/hr. Safety/Environmental Technician II .......................................................................................................................................$135.00/hr. Safety/Environmental Technician I........................................................................................................................................$124.00/hr. EnvironmentalScientist............................................................................................................................................................ $129.00/hr. ConstructionObserver IV .........................................................................................................................................................$171.00/hr. ConstructionObserver III .........................................................................................................................................................$150.00/hr. ConstructionObserver II ..........................................................................................................................................................$140.00/hr. ConstructionObserver I .......................................................................................................................................................... $129.00/hr. ClericalIII.................................................................................................................................................................................... $104.00/hr. ClericalII..................................................................................................................................................................................... $ 93.00/hr. ClericalI...................................................................................................................................................................................... $83.00/hr. Reproduction work- Prevailing commercial rates; Mileage -current IRS rate per mile; Per diem—current IRS rate; Subcontractors,Consultants,etc.-Cost plus 10%;All other expenses-Cost plus 10% Charges are due and payable within thirty(30)days after receipt of the invoice. Adjustment to Hourly Rates—The above rates are applicable for November 2025 through December 2026 and are subject to an annual adjustment, commencing on January 1 of each calendar year. Hourly staff are eligible to overtime billed at 0.67 times the stated rate. 801 Navigation Blvd.,Ste.300 1 Corpus Christi,TX 78408 361.883.1984 1 www.ardurra.com EXHIBIT B Page 2 of 2 o m o 0 0 0 0 0 0 p ry _ 0 0 O O O O O V r CO m d 0 U O = a W O O Z N w Z LU Q a m W W o a� V � m o o O o o J O Cl O O ? 0 > sg � JZ 00 W � L > J 3 o V o Z .� O O O O ° J w y � 69 b9 ffl H} m ° W Z1 N W V � O N OIE L � " Co V O O O 0 _ coO -o aOZZ � oo ono � I� o m . o 0 0 o W w �cU0o �a W o ° a ~ a = ~ v � Q Z W a� O O�- � � � b � � WLLi v 0 IZ Z o z m O W a' Q LuZ � e m o o o o V W W V N 4 0 0 CL Z — cn U_ U) p � N U ) cn V C: p N CO U_ 41 U U LL c C� (U0 COO 70 cn (� R C 4- C p O t) O O = N ° U f6 N In � C (n �+ m 0 co Q z CO in coQ 0 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 Contracts and Procurement 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 extended reporting period provisions and identify any limitations regarding who is insured. 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, by companies authorized 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. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Contracts and Procurement Exhibit C 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 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and 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 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 understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Exhibit D ■rry■ Citv of CITY OF CORPUS CHRISTI Coipu. Christi DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Ardurra Group, Inc. STREET ADDRESS: 801 Navigation Blvd., Ste. 300 P.O. BOX: CITY: Corpus Christi STATE: TX ZIP: 78408 FIRM IS: 1. Corporation x❑ 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other ❑ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each"board member"of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)]. CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: W. Logan Burton Title: Water Practice Director Signature of , ate: Certifying Person: November 17, 2025 DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. 4VARDURRA-01 KMCGUFFIN ,4coRO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/17/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ames&Gough PHONE 703 827-2277 FAX 703 827-2279 8300 Greensboro Drive (A/C,No,Ext):( ) (A/C,No):( ) Suite 980 ADDRESS:admin@amesgough.com McLean,VA 22102 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Charter Oak Fire Insurance Company A++ XV 25615 INSURED INSURER B:Phoenix Insurance Company A++ XV 25623 Ardurra Group,Inc. INSURER C:Travelers Property Casualty Company of America,A++,XV 25674 1000 N.W.57th Court,Suite 800 INSURER D:National Fire&Marine Insurance Company A++X 20079 Miami,FL 33126 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 630-5X487435 1/1/2025 1/1/2026 DAMAGE TO RENTED 1,000,000 X X PREMISES Ea occurrence $ X Contractual Liab. MED EXP(Any oneperson) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY L] JECT1:1 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X X 810-5X558309 1/1/2025 1/1/2026 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE X X CUP-5X642114 1/1/2025 1/1/2026 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE I I ER U B-5X489557 1/1/2025 1/1/2026 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A X E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liab. 42-EPP-306878-07 1/1/2025 1/1/2026 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 7D1,Additional Remarks Schedule,may be attached if more space is required) RE: Project 25018 Reclaimed Water for Industrial Reuse City of Corpus Christi is included as additional insured with respect to General Liability,Automobile Liability,and Umbrella Liability when required by written contract.General Liability includes Additional Insured coverage for On-Going&Completed Operations as required by written contract.General Liability, Automobile 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,Automobile Liability,Workers Compensation,and Umbrella Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract.Umbrella Liability SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Corpus Christi THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y p ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Contracts and Procurement P.O. Box 9277 Corpus Christi,TX 78469-9277 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:ARDURRA-01 KMCGUFFIN LOC#: 2 ACORO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Ames&Gough 11000 N W Group, Court,Suite 800 POLICY NUMBER Miami,FL 33126 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: coverage sits excess over General Liability,Automobile Liability and Employers' Liability coverage.A 30-day Notice of Cancellation will be issued for the General Liability,Automobile 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 Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS plies only to such "bodily injury" or "property AN INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a riod of time for which the "written contract re- "written contract requiring insurance" to include as quiring insurance" requires you to provide an additiona I insured on this Coverage Part, but: such coverage or the end of the pol icy period, whichever is earlier. a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and 2. The following is added to Paragraph 4.a. of SEC- TION IV— COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which the "written contract is excess over any valid and collectible "other in- requiring insurance" applies. The person or surance , whether primary, excess, contingent or on any other basis, that is available to the addi- organization does not qualify as an additional insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization . specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the li mits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any "other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written "written contract requiring insurance" specifi- notice as soon as practicable of an "occur- cally requires you to provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur- claim. To the extent possible, such notice ance provided to the additional insured ap- should include: CG D4 14 04 08 ©2008 The Travelers Companies,Inc. Page 1 of 2 Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY i. How, when and where the 'occurrence" any provider of other insurance which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- iii. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the 'occurrence" or ance available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against Sec- the additional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- m tion: must: L Immediately record the specifics of the "Written contract requiring insurance" means that claim or"suit" and the date received; and part of any written contract or agreement under ii. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit' as "property damage" occurs and the "personal in- soon as practicable. jury" is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or "suit', cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit', and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit' to Page 2 of 2 ©2008 The Travelers Companies,Inc. CG D4 14 04 08 Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefullyto determine rights, duties,and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured—Unnamed Subsidiaries Entities—Permits Or Authorizations Relating To C. Who Is An Insured—Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities—Permits Or Authorizations Relating To Workers— Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments—Increased Limit E. Who Is An Insured —Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured—Controlling Interest M. Blanket Waiver Of Subrogation—When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or propertyfor a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II—WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or propertyfor a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period;and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs(1)(a), (b), (C) and (d) injury' or "property damage" that occurred, or above do not apply to "bodily injury" arising "personal and advertising injury" caused by an out of providing or failing to provide first aid offense committed: or"Good Samaritan services"by any of your retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary;or retired partners, members, directors or b. After the date, if any,during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or"Good Samaritan services"during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II—Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury": a. A limited liability company; b. An organization other than a partnership, (a) To you, r your current or retired 9 P P� partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your C. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure. current or retired directors or "employees"while in the course of his or C. WHO IS AN INSURED—RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" SECTION II—WHO IS AN INSURED: while performing duties related to the conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker" as a consequence of or while performing duties related to the conduct Paragraph(2)(a)above; of your business. However, no such retired (C) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) "Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members (if you are a limited liability company) or services. to your current directors; (3) "Property damage"to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by;or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph (1)(a)above; of, or over which physical control is being exercised for any purpose by- (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company)or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS,DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (C) above do not C. A trust; apply to"bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- thatgovern itsstructure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED—NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control;or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture,and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of or form the organization or the end SECTION II—WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days afteryou acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II—WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization; and respect to its liability as mortgagee, assignee, successor or receiver for"bodily injury', "property C. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is"personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement;and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II—WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury' or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II—WHO IS medical services", first aid or "Good AN INSURED: Samaritan services"to a person, unless you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II —WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs(1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for"bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees"or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who IsAn Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III—LIMITS OF INSURANCE: services"during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person,and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services"to any one person will be deemed to be one"occurrence". The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured. OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8.,Transfer "Incidental medical services"means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related furnishing of food or beverages; or agreement to waive that insured's right of recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#630-5X487435 COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph C. of the definition of "insured contract' in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: 630-5X487435 ISSUE DATE: 01-01-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR AS REQUIRED BY WRITTEN CONTRACT ORGANIZATION: ADDRESS: AS REQUIRED BY WRITTEN CONTRACT PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of cancellation. limitation to the person or organization shown in B. If we do not renew this policy for any legally such Schedule. We will mail such notice to the permitted reason other than nonpayment of address shown in the Schedule above at least the premium, and a number of days is shown for number of days shown for Material Limitation Of When We Do Not Renew (Nonrenewal) in the Coverage in such Schedule before the effective Schedule above, we will mail notice of date of such limitation. nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Policy Number: 810-5X558309 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT - FLORIDA This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF B. BLANKET ADDITIONAL INSURED USE— INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS— K. AIRBAGS INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE L. NOTICE AND KNOWLEDGE OF ACCIDENT OR COVERAGE—INDEMNITY BASIS LOSS G. WAIVER OF DEDUCTIBLE—GLASS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS during the policy period, to be named as an A. BROAD FORM NAMED INSURED additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to The following is added to Paragraph A.1., Who Is which this insurance applies and only to the An Insured, of SECTION II—COVERED AUTOS extent that person or organization qualifies as an LIABILITY COVERAGE: "insured" under the Who Is An Insured provision Any organization you newly acquire or form contained in Section II. during the policy period over which you maintain C. EMPLOYEE HIRED AUTO 50% or more ownership interest and that is not 1. The following is added to Paragraph A.1., separately insured for Business Auto Coverage. Who Is An Insured, of SECTION II — Coverage under this provision is afforded only until the 180th day after you acquire or form the COVERED AUTOS LIABILITY COVERAGE: organization or the end of the policy period, An "employee" of yours is an "insured" while whichever is earlier. operating an "auto" hired or rented under a B. BLANKET ADDITIONAL INSURED contract or agreement in an "employee's" name, with your permission, while performing The following is added to Paragraph c. in A.1., duties related to the conduct of your Who Is An Insured, of SECTION II — COVERED business. AUTOS LIABILITY COVERAGE: 2. The following replaces Paragraph b. in B.5., Any person or organization who is required under Other Insurance, of SECTION IV — a written contract or agreement between you and BUSINESS AUTO CONDITIONS: that person or organization, that is signed and executed by you before the "bodily injury" or b. For Hired Auto Physical Damage "property damage" occurs and that is in effect Coverage, the following are deemed to be covered "autos" you own: CA F2 19 03 21 ©2021 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, days or less and that is not an "auto" you rent or borrow; and lease, hire, rent or borrow from any of your (2) Any covered auto hired or rented by "employees", partners (if you are a your "employee" under a contract in partnership), members (if you are a limited an "employee's" name, with your liability company) or members of their permission, while performing duties households. related to the conduct of your (a) With respect to any claim made or "suit" business. brought outside the United States of However, any "auto" that is leased, hired, America, the territories and possessions rented or borrowed with a driver is not a of the United States of America, Puerto covered "auto". Rico and Canada: D. EMPLOYEES AS INSURED (i) You must arrange to defend the "insured" against, and investigate or The following is added to Paragraph A.1., Who Is settle any such claim or "suit" and An Insured, of SECTION II—COVERED AUTOS keep us advised of all proceedings LIABILITY COVERAGE: and actions. Any "employee" of yours is an "insured" while (ii) Neither you nor any other involved using a covered "auto" you don't own, hire or "insured" will make any settlement borrow in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or 1. The following replaces Paragraph A.2.a.(2), in the settlement of, any claim or of SECTION II — COVERED AUTOS "suit". LIABILITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds pay as damages because of "bodily (including bonds for related traffic law injury" or "property damage" to which violations) required because of an this insurance applies, that the "accident" we cover. We do not have to "insured" pays with our consent, but furnish these bonds. only up to the limit described in 2. The following replaces Paragraph A.2.a.(4), Paragraph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS SECTION II — COVERED AUTOS LIABILITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day with our consent for your because of time off from work. investigation of such claims and your F. HIRED AUTO — LIMITED WORLDWIDE defense of the "insured" against any COVERAGE—INDEMNITY BASIS such "suit", but only up to and included within the limit described in The following replaces Subparagraph (5) in Paragraph C., Limits Of Insurance, of Paragraph B.7., Policy Period, Coverage SECTION II — COVERED AUTOS Territory, of SECTION IV — BUSINESS AUTO LIABILITY COVERAGE, and not in CONDITIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, have used up the applicable limit of embargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and settlements or defense expenses. prohibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for and collectible other insurance available Covered Autos Liability Coverage for any to the "insured" whether primary, excess covered "auto" that you lease, hire, rent or contingent or on any other basis. borrow without a driver for a period of 30 Page 2 of 4 ©2021 The Travelers Indemnity Company.All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO (c) This insurance is not a substitute for J. PERSONAL PROPERTY required or compulsory insurance in any The following is added to Paragraph AA., country outside the United States, its Coverage Extensions, of SECTION III — territories and possessions, Puerto Rico PHYSICAL DAMAGE COVERAGE: and Canada. You agree to maintain all required or Personal Property compulsory insurance in any such We will pay up to $400 for "loss" to wearing country up to the minimum limits required apparel and other personal property which is: by local law. Your failure to comply with (1) Owned by an "insured"; and compulsory insurance requirements will (2) In or on your covered "auto". not invalidate the coverage afforded by this policy, but we will only be liable to the This coverage applies only in the event of a total same extent we would have been liable theft of your covered "auto". had you complied with the compulsory No deductibles apply to this Personal Property insurance requirements. coverage. (d) It is understood that we are not an K. AIRBAGS admitted or authorized insurer outside the The following is added to Paragraph B.3., United States of America, its territories Exclusions, of SECTION III — PHYSICAL and possessions, Puerto Rico and DAMAGE COVERAGE: Canada. We assume no responsibility for the furnishing of certificates of insurance, Exclusion 3.a. does not apply to "loss" to one or or for compliance in any way with the more airbags in a covered "auto" you own that laws of other countries relating to inflate due to a cause other than a cause of"loss" insurance. set forth in Paragraphs A.1.b. and A.1.c., but G. WAIVER OF DEDUCTIBLE—GLASS only: a. If that "auto" is a covered "auto" for The following is added to Paragraph D.,Deductible, of SECTION III — PHYSICAL Comprehensive Coverage under this policy; DAMAGE COVERAGE: b. The airbags are not covered under any No deductible applies under Specified Causes of warranty; and Loss or Comprehensive coverage for "loss" to C. The airbags were not intentionally inflated. glass used in the windshield. We will pay up to a maximum of $1,000 for any H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF one "loss". USE—INCREASED LIMIT L. NOTICE AND KNOWLEDGE OF ACCIDENT OR The following replaces the last sentence of LOSS Paragraph AA.b., Loss Of Use Expenses, of The following is added to Paragraph A.2.a., of SECTION III — PHYSICAL DAMAGE SECTION IV— BUSINESS AUTO CONDITIONS: COVERAGE: Your duty to give us or our authorized However, the most we will pay for any expenses representative prompt notice of the "accident" or for loss of use is $65 per day, to a maximum of "loss"applies only when the"accident"or"loss" is $750 for any one "accident". known to: I. PHYSICAL DAMAGE — TRANSPORTATION (a) You (if you are an individual); EXPENSES— INCREASED LIMIT (b) A partner (if you are a partnership); The following replaces the first sentence in (c) A member (if you are a limited liability Paragraph A.4.a., Transportation Expenses, of company); SECTION III — PHYSICAL DAMAGE COVERAGE: (d) An executive officer, director or insurance We will pay up to $50 per day to a maximum of manager (if you are a corporation or other organization); or $1,500 for temporary transportation expense incurred by you because of the total theft of a (e) Any "employee" authorized by you to give covered "auto" of the private passenger type. notice of the "accident" or"loss". CA F2 19 03 21 ©2021 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION by such contract. The waiver applies only to The following replaces Paragraph A.5., Transfer the person or organization designated in such Of Rights Of Recovery Against Others To Us, contract. of SECTION IV — BUSINESS AUTO N. UNINTENTIONAL ERRORS OR OMISSIONS CONDITIONS: The following is added to Paragraph B.2., 5. Transfer Of Rights Of Recovery Against Concealment, Misrepresentation, Or Fraud, of Others To Us SECTION IV— BUSINESS AUTO CONDITIONS: We waive any right of recovery we may have The unintentional omission of, or unintentional against any person or organization to the error in, any information given by you shall not extent required of you by a written contract prejudice your rights under this insurance. signed and executed prior to any "accident' However this provision does not affect our right to or 'loss", provided that the "accident' or collect additional premium or exercise our right of "loss" arises out of operations contemplated cancellation or non—renewal. Page 4 of 4 ©2021 The Travelers Indemnity Company.All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission Policy Number: 810-5X558309 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 Of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER: 810-5X558309-24-43-G ISSUE DATE: 01-17-24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR AS REQUIRED BY WRITTEN CONTRACT ORGANIZATION: ADDRESS: AS REQUIRED BY WRITTEN CONTRACT TAMPA FL 33634 PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R3 (00) - 001 POLICY NUMBER: UB-5x489557 NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX—CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN 30 , BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PE RSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTI CE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BE GINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMEN T. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: 01-03-25 ST ASSIGN: Page 1 of 1 ©2013 The Travelers Indemnity Company.All rights reserved. Policy Number:CUP-5X642114 UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and 'bur" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I —COVERAGES provisions to the contrary contained in this A. COVERAGE A — EXCESS FOLLOW-FORM insurance. LIABILITY 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF 1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying limit", that the insured becomes legally 4. For the purposes of Paragraph 1. above: obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, provided for the policies of "underlying insurance" that the "underlying insurance" would apply to in the Schedule Of Underlying Insurance such damages but for the exhaustion of its will be considered to be reduced or applicable limits of insurance. If a sublimit is exhausted only by the following specified in any "underlying insurance", payments: Coverage A of this insurance applies to (1) Payments of judgments or damages that are in excess of that sublimit only settlements for damages that are if such sublimit is shown for that "underlying covered by that "underlying insurance" in the Schedule Of Underlying insurance". However, if such Insurance. "underlying insurance" has a policy 2. Coverage A of this insurance is subject to the period which differs from the policyperiod of this Excess Follow-Form same terms, conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the "underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess Follow-Form And Umbrella Liability EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 22 Policy Number:CUP-5X642114 UMBRELLA Insurance because of its different policy date provision, the retroactive date for period will not reduce or exhaust the Coverage A of this insurance is the same as applicable limit of insurance stated for the retroactive date of that "underlying such "underlying insurance"; insurance". (2) Payments of "medical expenses" that B. COVERAGE B— UMBRELLA LIABILITY are covered by that "underlying 1. We will pay on behalf of the insured those insurance" and are incurred for "bodily sums in excess of the "self-insured retention" injury" caused by an accident that takes that the insured becomes legally obligated to place during the policy period of this pay as damages because of "bodily injury", Excess Follow-Form And Umbrella "property damage", "personal injury" or Liability Insurance; or "advertising injury" to which Coverage B of (3) Payments of defense expenses that this insurance applies. are covered by that "underlying 2. Coverage B of this insurance applies to insurance", only if such "underlying "bodily injury" or"property damage" only if: insurance" includes such payments within the limits of insurance. However, a. The "bodily injury" or "property damage" is if such "underlying insurance" has a caused by an "occurrence" that takes policy period which differs from the place anywhere in the world; policy period of this Excess Follow- b. The "bodily injury" or "property damage" Form And Umbrella Liability Insurance, occurs during the policy period; and any such payments for defense c, Prior to the policy period, no insured listed expenses that would not be covered by under Paragraph 1. in Paragraph B., this Excess Follow-Form And Umbrella COVERAGE B — UMBRELLA Liability Insurance because of its LIABILITY, of SECTION II — WHO IS AN different policy period will not reduce or INSURED and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had If the applicable limit of insurance stated for occurred, in whole or in part. If such a the policies of "underlying insurance" in the listed insured or authorized "employee" Schedule Of Underlying Insurance is knew, prior to the policy period, that the actually reduced or exhausted by other "bodily injury" or "property damage" payments, Coverage A of this insurance is occurred, in whole or in part, then any not invalidated. However, in the event of a continuation, change or resumption of loss, we will pay only to the extent that we such "bodily injury" or "property damage" would have paid had such limit not been during or after the policy period will be actually reduced or exhausted by such deemed to have been known prior to the other payments. policy period. b. If any "underlying insurance" has a limit of 3. Coverage B of this insurance applies to insurance greater than the amount shown "personal injury" or "advertising injury" caused for that insurance in the Schedule of by an offense arising out of your business, but Underlying Insurance, this insurance will only if the offense was committed during the apply in excess of that greater amount. If policy period anywhere in the world. any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited insurance, prior to any reduction or as described in SECTION III — LIMITS OF exhaustion by payment of damages, INSURANCE. "medical expenses" or defense expenses described in Paragraph a. above, that is 5. "Bodily injury" or"property damage": less than the amount shown for that a. Which occurs during the policy period; and insurance in the Schedule Of Underlying b. Which was not prior to, but was during, the Insurance, this insurance will apply in policy period known to have occurred by excess of the amount shown for such any insured listed under Paragraph 1. in insurance in the Schedule Of Underlying Paragraph B., COVERAGE B — Insurance. UMBRELLA LIABILITY of SECTION II — S. When the "underlying insurance" applies on a WHO IS AN INSURED, or any "employee" claims-made basis and includes a retroactive authorized by you to give notice of an "occurrence" or claim; Page 2 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA includes any continuation, change or Management Service Expenses Limit has resumption of the "bodily injury" or "property been exhausted, whichever occurs first. damage" after the end of the policy period. 4. The amount we will pay for "crisis 6. "Bodily injury" or "property damage" will be management service expenses" is limited as deemed to have been known to have occurred described in SECTION III — LIMITS OF at the earliest time when any insured listed INSURANCE. under Paragraph 1. in Paragraph B., 5. A "self-insured retention" does not apply to COVERAGE B — UMBRELLA LIABILITY, of "crisis management service expenses". SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive 6. Any payment of "crisis management service notice of an "occurrence" or claim: expenses" that we make will not be determinative of our obligations under this a. Reports all, or any part, of the "bodily injury" insurance with respect to any claim or"suit" or or "property damage" to us or any other create any duty to defend or indemnify any insurer; insured for any claim or"suit". b. Receives a written or verbal demand or D. DEFENSE AND SUPPLEMENTARY PAYMENTS claim for damages because of the "bodily injury" or"property damage"; or 1. We will have the right and duty to defend the insured: c. Becomes aware by any other means that a. Under Coverage A, against a "suit" the bodily injury or property damage has seeking damages to which such coverage occurred or has begun to occur. applies, if: 7. Damages because of "bodily injury" include (1) The "applicable underlying limit" is the damages claimed by any person or applicable limit of insurance stated for organization for care, loss of services or death a policy of "underlying insurance" in resulting at any time from the "bodily injury". the Schedule Of Underlying 8. Coverage B of this insurance does not apply to Insurance and such limit has been damages covered by any "underlying exhausted solely due to payments as insurance" or that would have been covered by permitted in Paragraphs 4.a.(1), (2) any "underlying insurance" but for the and (3) of COVERAGE A — EXCESS exhaustion of its applicable limit of insurance. FOLLOW-FORM LIABILITY of C. COVERAGE C — CRISIS MANAGEMENT SECTION I —COVERAGES; or SERVICE EXPENSES (2) The "applicable underlying limit" is the 1. We will reimburse the insured, or pay on the applicable limit of any "other insured's behalf, "crisis management service insurance" and such limit has been expenses" to which Coverage C applies. exhausted by payments of judgments, settlements or medical expenses, or 2. Coverage C of this insurance applies to "crisis related costs or expenses (if such management service expenses" that: costs or expenses reduce such a. Arise out of a "crisis management event" limits). that first commences during the policy For any "suit" for which we have the right period; and duty to defend the insured under b. Are incurred by the insured, after a "crisis Coverage A, defense expenses will be management event" first commences and within the limits of insurance of this policy before such event ends; and when such expenses are within the limits c. Are submitted to us within 180 days after of insurance of the applicable "underlying the "crisis management advisor" advises insurance"; or you that the "crisis management event" no b. Under Coverage B, against a "suit" longer exists. seeking damages to which such coverage 3. A"crisis management event"will be deemed to: applies. 2. We have no duty to defend any insured a. First commence at the time when any against any "suit": "executive officer" first becomes aware of an "event" or "occurrence" that leads to that a. Seeking damages to which this insurance "crisis management event"; and does not apply; or b. End when we decide that the crisis no b. If any other insurer has a duty to defend. longer exists or when the Crisis EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 22 Policy Number:CUP-5X642114 UMBRELLA 3. When we have the duty to defend, we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit" against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or "suit" for reduce the applicable limits of insurance, but damages to which this insurance may apply. If only if the applicable "underlying insurance" we exercise such right to participate, all provides for such payments in addition to its expenses we incur in doing so will not reduce limits of insurance. With respect to a claim we the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used up insured we defend under COVERAGE B — the applicable limit of insurance in the payment UMBRELLA LIABILITY, these payments will of judgments or settlements, or defense not reduce the applicable limits of insurance. expenses if such expenses are within the limits SECTION II —WHO IS AN INSURED of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM S. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured With respect to Coverage A, the following persons we defend: and organizations qualify as insureds: a. All expenses we incur. 1. The Named Insured shown in the b. The cost of: Declarations; and (1) Bail bonds required because of 2. Any other person or organization qualifying as accidents or traffic law violations arising an insured in the "underlying insurance". If out of the use of any vehicle to which you have agreed to provide insurance for that this insurance applies; or person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments; a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not (1) The amount by which the minimum have to furnish these bonds. limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. (2) The limits of insurance of this policy; d. All court costs taxed against the insured in whichever is less; and the "suit". However, these payments do not b. Coverage under this policy does not apply include attorneys' fees or attorneys' to such person or organization if the expenses taxed against the insured. minimum limits of insurance you agreed e. Prejudgment interest awarded against the to provide such person or organization in insured on that part of the judgment we that written contract or agreement are pay. If we make an offer to pay the wholly within the total limits of insurance applicable limit of insurance, we will not pay of all available applicable "underlying any prejudgment interest based on that insurance". period of time after the offer. B. COVERAGE B— UMBRELLA LIABILITY f. All interest that accrues on the full amount With respect to Coverage B: of any judgment after entry of the judgment and before we have paid, offered to pay or 1. The Named Insured shown in the deposited in court the part of the judgment Declarations is an insured. that is within the applicable limit of 2. If you are: insurance. If we do not pay part of the judgment for any reason other than it is a. An individual, your spouse is also an more than the applicable limit of insurance, insured, but only with respect to the conduct of a business of which you are we will not pay any interest that accrues on the sole owner. that portion of the judgment. Page 4 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA b. A partnership or joint venture, your damages because of the injury members, your partners and their spouses described in Paragraph (1)(a) or are also insureds, but only with respect to (b) above; or the conduct of your business. (d) Arising out of his or her providing c. A limited liability company, your members or failing to provide professional are also insureds, but only with respect to health care services. the conduct of your business. Your Unless you are in the business or managers are also insureds, but only with occupation of providing professional respect to their duties as your managers. health care services, Paragraphs d. An organization other than a partnership, (1)(a), (b), (c) and (d) above do not joint venture or limited liability company, apply to "bodily injury" arising out of your 'officers" and directors are also providing or failing to provide first aid insureds, but only with respect to their or "Good Samaritan services" by any duties as your 'officers" or directors. Your of your "employees" or "volunteer stockholders are also insureds, but only workers other than an employed or volunteer doctor. Any such with respect to their liability as "employees" or "volunteer workers" stockholders. providing or failing to provide first aid e. A trust, your trustees are also insureds, but or "Good Samaritan services" during only with respect to their duties as trustees. their work hours for you will be 3. Each of the following is also an insured: deemed to be acting within the scope of their employment by you or a. Your "volunteer workers" only while performing duties related to the performing duties related to the conduct of conduct of your business. your business, or your "employees", other (2) "Property damage" to property: than either your "officers" (if you are an organization other than a partnership, joint (a) Owned, occupied or used by; or venture or limited liability company) or your (b) Rented to, in the care, custody or managers (if you are a limited liability control of, or over which physical company), but only for acts within the control is being exercised for any scope of their employment by you or while purpose by; performing duties related to the conduct of you, any of your "employees" or your business. However, none of these "volunteer workers", any of your "employees" or "volunteer workers" are partners or members (if you are a insureds for: partnership or joint venture), or any of (1) "Bodily injury" or "personal injury": your members (if you are a limited (a) To you, to your partners or liability company). members (if you are a partnership b. Any person (other than your "employee" or joint venture), to your members or "volunteer worker"), or any (if you are a limited liability organization, while acting as your real company), to a co-"employee" estate manager. while in the course of his or her c. Any person or organization having proper employment or performing duties temporary custody of your property if you related to the conduct of your die, but only: business, or to your other (1) With respect to liability arising out of "volunteer workers" while the maintenance or use of that performing duties related to the property; and conduct of your business; (2) Until your legal representative has (b) To the spouse, child, parent, been appointed. brother or sister of that co- d. Your legal representative if you die, but "employee" or "volunteer worker" only with respect to duties as such. That as a consequence of Paragraph representative will have all your rights and (1)(a) above; duties under this insurance. (c) For which there is any obligation to 4. Any organization, other than a partnership, share damages with or repay joint venture or limited liability company, of someone else who must pay which you are the sole owner, or in which you EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 5 of 22 Policy Number:CUP-5X642114 UMBRELLA maintain an ownership interest of more than the date, if any, during the policy period, that 50%, on the first day of the policy period is an you no longer maintain an ownership interest insured and will qualify as a Named Insured. No of more than 50% in such organization. such organization is an insured or will qualify as 3. Any organization you newly acquire or form, a Named Insured for "bodily injury" or "property other than a partnership, joint venture or damage" that occurred, or "personal injury" or limited liability company, and of which you are "advertising injury" caused by an offense the sole owner, or in which you maintain an committed after the date, if any, during the ownership interest of more than 50%, if there policy period, that you no longer maintain an is no other similar insurance available to that ownership interest of more than 50% in such organization. However: organization. a. Coverage under this provision is afforded S. Any organization you newly acquire or form, only until the 180th day after you acquire other than a partnership, joint venture or limited or form the organization or the end of the liability company, and of which you are the sole policy period, whichever is earlier; and owner, or in which you maintain an ownership interest of more than 50%, is an insured and b. Coverage for such organization does not will qualify as a Named Insured if there is no apply to "crisis management service other similar insurance available to that expenses" arising out of a "crisis organization. However: management event" that occurred before you acquired or formed the organization, a. Coverage under this provision is afforded even if an "executive officer" only first only until the 180th day after you acquire or becomes aware of an "event" or form the organization or the end of the "occurrence" that leads to such "crisis policy period, whichever is earlier; and management event" after the date you b. Coverage for such organization does not acquired or formed the organization. apply to: No person or organization is an insured or will (1) "Bodily injury" or "property damage" qualify as a Named Insured with respect to the that occurred; or conduct of any current or past partnership, joint venture or limited liability company that is not (2) Personal injury or advertising injury shown as a Named Insured in the Declarations. arising out of an offense committed; SECTION III— LIMITS OF INSURANCE before you acquired or formed the organization. A. The Limits of Insurance shown in the Declarations No person or organization is an insured or will and the rules below fix the most we will pay for the qualify as a Named Insured with respect to the amounts described below to which this insurance conduct of any current or past partnership, joint applies regardless of the number of: venture or limited liability company that is not shown 1. Insureds; as a Named Insured in the Declarations. This 2. Claims made or"suits" brought; paragraph does not apply to any such partnership, joint venture or limited liability company that 3. Number of vehicles involved; otherwise qualifies as an insured under Paragraph 4. Persons or organizations making claims or B. of SECTION II—WHO IS AN INSURED. bringing "suits"; or C. COVERAGE C — CRISIS MANAGEMENT S. Coverages provided under this insurance. SERVICE EXPENSES With respect to Coverage C, the following persons As indicated in Paragraph D.1. of SECTION I — and organizations are insureds and will qualify as COVERAGES, for any "suit" for which we have Named Insureds: the right and duty to defend the insured under Coverage A, defense expenses will be within the 1. The Named Insured shown in the Declarations. limits of insurance of this policy when such 2. Any organization, other than a partnership, joint expenses are within the limits of insurance of the venture or limited liability company, of which applicable "underlying insurance". you are the sole owner, or in which you B. The General Aggregate Limit is the most we will maintain an ownership interest of more than pay for the sum of all: 50%, on the first day of the policy period. No such organization is an insured or will qualify as 1. Damages; and a Named Insured for "crisis management 2. Defense expenses if such expenses are service expenses" arising out of a "crisis within the limits of insurance of this policy; management event" that first commences after except: Page 6 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 1. Damages and defense expenses because of 1. Asbestos "bodily injury" or "property damage" included in a. Damages arising out of the actual or the "auto hazard"; alleged presence or actual, alleged or 2. Damages and defense expenses because of threatened dispersal of asbestos, "bodily injury" or "property damage" included in asbestos fibers or products containing the "products-completed operations hazard"; or asbestos, provided that the damages are 3. Damages and defense expenses for which caused or contributed to by the hazardous insurance is provided under any Aircraft Liability properties of asbestos. coverage included as "underlying insurance" to b. Damages arising out of the actual or which no aggregate limit applies. alleged presence or actual, alleged or C. The Products-Completed Operations Aggregate threatened dispersal of any solid, liquid, Limit is the most we will pay for the sum of all: gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are within soot, fumes, acids, alkalis, chemicals and the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products-completed operations described in Paragraph a. above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of any detoxify or neutralize, or in any way one "event" to which the "underlying insurance" respond to, or assess the effects of, applies a limit of insurance that is separate asbestos, asbestos fibers or products from any aggregate limit of insurance; and containing asbestos; or 2. Damages under Coverage B because of all (2) Claim or "suit" by or on behalf of any "bodily injury", "property damage", "personal governmental authority or any other injury" or "advertising injury" arising out of any person or organization because of one "occurrence". testing for, monitoring, cleaning up, For the purposes of determining the applicable removing, containing, treating, Occurrence Limit, all related acts or omissions detoxifying or neutralizing, or in any committed in the providing or failing to provide first way responding to, or assessing the aid or"Good Samaritan services"to any one person effects of, asbestos, asbestos fibers will be considered one "occurrence". or products containing asbestos. E. The Crisis Management Service Expenses Limit is 2. Employment-Related Practices the most we will pay for the sum of all "crisis Damages because of injury to: management service expenses" arising out of all a. A person arising out of any: crisis management events". Payment of such "crisis management service expenses" is in addition (1)Refusal to employ that person; to, and will not reduce, any other limit of insurance (2)Termination of that person's of this policy. employment; or F. The limits of insurance of this policy apply separately to each consecutive annual period and (3) Employment-related practice, policy, to any remaining period of less than 12 months, act or omission, such as coercion, starting with the beginning of the policy period demotion, evaluation, reassignment, shown in the Declarations. If the policy period is discipline, failure to promote or extended after issuance for an additional period of advance, harassment, humiliation, less than 12 months, the additional period will be of discrimination, libel, slander, violation deemed part of the last preceding period for the pprosecrosec right of privacy, m purposes of determining the limits of insurance. malicious prosecution or false arrest, detention or imprisonment, applied to SECTION IV—EXCLUSIONS or directed at that person, regardless This insurance does not apply to: of whether such practice, policy, act A. With respect to Coverage A and Coverage B: or omission occurs, is applied or is EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 7 of 22 Policy Number:CUP-5X642114 UMBRELLA committed before, during or after the c. Auto no-fault or other first-party personal time of that person's employment; or injury protection (PIP); b. The spouse, child, parent, brother or sister d. Supplementary uninsured/underinsured of that person as a consequence of injury motorists (New York); or to that person as described in Paragraphs e. Medical expense benefits and income a.(1), (2) or(3) above. loss benefits (Virginia). This exclusion applies: 7. War a. Whether the insured may be liable as an Damages arising out of: employer or in any other capacity; and b a. War, including undeclared or civil war; or . To any obligation to share damages with or repay someone else who must pay b. Warlike action by a military force, damages because of the injury. including action in hindering or defending against an actual or expected attack, by 3. ERISA, COBRA And Similar Laws any government, sovereign or other Any obligation of the insured under: authority using military personnel or other a. The Employees Retirement Income agents; or Security Act Of 1974 (ERISA) or any of its c. Insurrection, rebellion, revolution, usurped amendments; power or action taken by governmental b. The Consolidated Omnibus Budget authority in hindering or defending against Reconciliation Act of 1985 (COBRA) or any any of these. of its amendments; or 8. Workers Compensation And Similar Laws c. Any similar common or statutory law of any Any obligation of the insured under a workers jurisdiction. compensation, disability benefits or 4. Medical Expenses Or Payments unemployment compensation law or any similar law. Any obligation of the insured under any "medical expenses" or medical payments B. With respect to Coverage B: coverage. 1. Expected Or Intended Bodily Injury Or S. Nuclear Material Property Damage Damages arising out of: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. a. The actual, alleged or threatened exposure This exclusion does not apply to "bodily injury" of any person or property to; or or"property damage" resulting from the use of b. The "hazardous properties" of; reasonable force to protect persons or any "nuclear material". property. As used in this exclusion: 2• Contractual Liability a. "Hazardous properties" includes "Bodily injury", "property damage", "personal radioactive, toxic or explosive properties; injury" or "advertising injury" for which the insured is obligated to pay damages by b. "Nuclear material" means "source reason of the assumption of liability in a material", "special nuclear material" or "by- contract or agreement. This exclusion does product material"; and not apply to liability for damages that the c. "Source material", "special nuclear insured would have in the absence of the material" and "by-product material" have contract or agreement. the meanings given them in the Atomic 3. Liquor Liability Energy Act of 1954 or any of its "Bodily injury" or "property damage" for which amendments. any insured may be liable by reason of: 6. Uninsured or Underinsured Motorists, No- a. Causing or contributing to the intoxication Fault And Similar Laws of any person, including causing or Any liability imposed on the insured, or the contributing to the intoxication of any insured's insurer, under any of the following person because alcoholic beverages were laws: permitted to be brought on your premises a. Uninsured motorists; for consumption on your premises; b. Underinsured motorists; Page 8 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA b. The furnishing of alcoholic beverages to a This exclusion applies even if the claims person under the legal drinking age or against any insured allege negligence or other under the influence of alcohol; or wrongdoing in the supervision, hiring, c. Any statute, ordinance or regulation relating employment, training or monitoring of others to the sale, gift, distribution or use of by that insured, if the "occurrence" which alcoholic beverages. caused the "bodily injury" or "property damage" involved the ownership, 4. Employers Liability maintenance, use or entrustment to others of "Bodily injury" to: any aircraft that is owned or operated by or a. An "employee" of the insured arising out of rented or loaned to any insured. and in the course of: 7. Auto (1) Employment by the insured; or "Bodily injury" or "property damage" arising (2) Performing duties related to the out of the ownership, maintenance, use or conduct of the insured's business; or entrustment to others of any "auto". Use b. The spouse, child, parent, brother or sister includes operation and "loading or unloading". of that "employee" as a consequence of This exclusion applies even if the claims "bodily injury" described in Paragraph a. against any insured allege negligence or other above. wrongdoing in the supervision, hiring, employment, training or monitoring of others This exclusion applies: by that insured, if the "occurrence" which a. Whether the insured may be liable as an caused the "bodily injury" or "property employer or in any other capacity; and damage" involved the ownership, b. To any obligation to share damages with or maintenance, use or entrustment to others of repay someone else who must pay any "auto". damages because of the "bodily injury". This exclusion does not apply to "bodily injury" S. Pollution or "property damage" caused by an a. "Bodily injury", "property damage", occurrence that takes place outside of the "personal injury" or "advertising injury" United States of America (including its arising out of the actual, alleged or territories and possessions), Puerto Rico and threatened discharge, dispersal, seepage, Canada. migration, release or escape of"pollutants". 8. Watercraft b. Any loss, cost or expense arising out of "Bodily injury" or "property damage" arising any: out of the ownership, maintenance, use or (1) Request, demand, order or statutory or entrustment to others of any watercraft owned regulatory requirement that any insured or operated by or rented or loaned to any or any other person or organization test insured. Use includes operation and "loading for, monitor, clean up, remove, contain, or unloading". treat, detoxify or neutralize, or in any This exclusion applies even if the claims way respond to, or assess the effects against any insured allege negligence or other of, "pollutants"; or wrongdoing in the supervision, hiring, (2) Claim or "suit" by or on behalf of any employment, training or monitoring of others governmental authority or any other by that insured, if the "occurrence" which person or organization because of caused the "bodily injury" or "property testing for, monitoring, cleaning up, damage" involved the ownership, removing, containing, treating, maintenance, use or entrustment to others of detoxifying or neutralizing, or in any any watercraft that is owned or operated by or way responding to, or assessing the rented or loaned to any insured. effects of, "pollutants". This exclusion does not apply to a watercraft: 6. Aircraft a. While ashore on premises owned by or "Bodily injury" or "property damage" arising out rented to any insured; or of the ownership, maintenance, use or b. That is 50-feet long or less and that: entrustment to others of any aircraft owned or (1) You own; or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 9 of 22 Policy Number:CUP-5X642114 UMBRELLA (2) You do not own and is not being used "your work" after it has been put to its to carry any person or property for a intended use. charge. 12. Recall Of Products, Work Or Impaired 9. Electronic Data Property Damages claimed for the loss of, loss of use of, Damages claimed for any loss, cost or damage to, corruption of, inability to access, or expense incurred by you or others for the loss inability to manipulate "electronic data". of use, withdrawal, recall, inspection, repair, 10. Damage To Property, Products Or Work replacement, adjustment, removal or disposal of: "Property damage" to: a. "Your product"; a. Property you own, rent or occupy, including b. "Your work"; or any costs or expenses incurred by you, or any other person or organization, for repair, c. "Impaired property"; replacement, enhancement, restoration or if such product, work or property is withdrawn maintenance of such property for any or recalled from the market or from use by reason, including prevention of injury to a any person or organization because of a person or damage to another's property; known or suspected defect, deficiency, b. Premises you sell, give away or abandon if inadequacy or dangerous condition in it. the "property damage" arises out of any 13. Violation Of Consumer Financial part of those premises; Protection Laws c. Property loaned to you; "Bodily injury", "property damage", "personal d. Personal property in the care, custody or injury" or "advertising injury" arising out of any control of the insured; actual or alleged violation of a "consumer financial protection law", or any other "bodily e. That particular part of real property on injury", "property damage", "personal injury" or which you or any contractors or "advertising injury" alleged in any claim or subcontractors working directly or indirectly "suit" that also alleges any such violation. on your behalf are performing operations if 14. Unsolicited Communication the "property damage" arises out of those operations; "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any f. That particular part of any property that actual or alleged violation of any law that must be restored, repaired or replaced restricts or prohibits the sending, transmitting because "your work" was incorrectly or distributing of"unsolicited communication". performed on it; 15. Access Or Disclosure Of Confidential Or g. "Your product" arising out of "your product" Personal Information or any part of it; or "Bodily injury", "property damage", "personal h. "Your work" arising out of "your work" or injury" or "advertising injury" arising out of any any part of it and included in the "products- access to or disclosure of any person's or completed operations hazard". organization's confidential or personal 11. Damage To Impaired Property Or Property information. Not Physically Injured 16. Knowing Violation Of Rights Of Another "Property damage" to "impaired property", or "Personal injury" or"advertising injury" caused property that has not been physically injured, by or at the direction of the insured with the arising out of: knowledge that the act would violate the rights a. A defect, deficiency, inadequacy or of another and would inflict "personal injury" dangerous condition in "your product" or or"advertising injury". "your work"; or 17. Material Published With Knowledge Of b. A delay or failure by you, or anyone acting Falsity on your behalf, to fulfill the terms of a "Personal injury" or "advertising injury" arising contract or agreement. out of oral or written publication, including This exclusion does not apply to the loss of use publication by electronic means, of material, if of other property arising out of sudden and done by or at the direction of the insured with accidental physical injury to "your product" or knowledge of its falsity. Page 10 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 18. Material Published Or Used Prior To Policy b. Any other "personal injury" or "advertising Period injury" alleged in any claim or "suit" that a. "Personal injury" or "advertising injury" also alleges any such infringement or arising out of oral or written publication, violation of another's copyright, "title" or including publication by electronic means, "slogan" in your"advertisement". of material whose first publication took 24. Insureds In Media And Internet Type place before the beginning of the policy Business period; or "Personal injury" or "advertising injury" arising b. "Advertising injury" arising out of out of an offense committed by an insured infringement of copyright, "title" or "slogan" whose business is: in your "advertisement" whose first a. Advertising, "broadcasting" publishing; infringement in your "advertisement" was g or p g' committed before the beginning of the b. Designing or determining content of web- policy period. sites for others; or 19. Criminal Acts c. An Internet search, access, content or "Personal injury" or "advertising injury" arising service provider. out of a criminal act committed by or at the This exclusion does not apply to Paragraphs direction of the insured. a.(1), (2) and (3) of the definition of "personal 20. Breach Of Contract injury". "Personal injury" or "advertising injury" arising For the purposes of this exclusion: out of a breach of contract. a. Creating and producing correspondence 21. Quality Or Performance Of Goods — Failure written in the conduct of your business, To Conform To Statements bulletins, financial or annual reports, or newsletters about your goods, products or "Advertising injury" arising out of the failure of services will not be considered the goods, products or services to conform with any business of publishing; and statement of quality or performance made in your"advertisement". b. The placing of frames, borders or links, or advertising, for you or others anywhere on 22. Wrong Description Of Prices the Internet will not, by itself, be "Advertising injury" arising out of the wrong considered the business of advertising, description of the price of goods, products or "broadcasting" or publishing. services stated in your"advertisement". 25. Electronic Chatrooms Or Bulletin Boards 23. Intellectual Property "Personal injury" or "advertising injury" arising "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board out of any actual or alleged infringement or the insured hosts, owns or over which the violation of any of the following rights or laws, or insured exercises control. any other"personal injury" or"advertising injury" 26. Unauthorized Use Of Another's Name Or alleged in any claim or "suit" that also alleges Product any such infringement or violation: "Personal injury" or "advertising injury" arising a. Copyright; out of the unauthorized use of another's name b. Patent; or product in your e-mail address, domain c. Trade dress; name or metatag, or any other similar tactics to mislead another's potential customers. d. Trade name; e. Trademark; C. With respect to Coverage C: Newly Acquired, Controlled Or Formed f. Trade secret; or Entities g. Other intellectual property rights or laws. "Crisis management service expenses" arising out This exclusion does not apply to: of a "crisis management event" that involves any a. "Advertising injury" arising out of any actual organization you newly acquire or form and that or alleged infringement or violation of occurred prior to the date you acquired or formed another's copyright, "title" or "slogan" in that organization, even if an "executive officer" only first becomes aware of an "event" or your"advertisement"; or "occurrence" that leads to such "crisis EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 11 of 22 Policy Number:CUP-5X642114 UMBRELLA management event" after the date you acquired or D. CHANGES formed such organization. This policy contains all the agreements between SECTION V—CONDITIONS you and us concerning the insurance afforded. No A. APPEALS change can be made in the terms of this insurance except with our consent. The terms of 1. If the insured or the insured's "underlying this insurance can be amended or waived only by insurer" elects not to appeal a judgment which endorsement issued by us and made a part of this exceeds the "applicable underlying limit" or policy. "self-insured retention", we may do so. E. CURRENCY 2. If we appeal such a judgment, we will pay all costs of the appeal. These payments will not Payments for damages or expenses described in reduce the applicable limits of insurance. In no Paragraph S. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I event will our liability exceed the applicable limit of insurance. — COVERAGES will be in the currency of the United States of America. At our sole option, we B. BANKRUPTCY may make these payments in a different currency. 1. Bankruptcy or insolvency of the insured or of Any necessary currency conversion for such the insured's estate will not relieve us of our payments will be calculated based on the rate of obligations under this insurance. exchange published in the Wall Street Journal 2. In the event of bankruptcy or insolvency of any immediately preceeding the date the payment is processed. underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying F. DUTIES REGARDING AN EVENT, insurer's" policy, and this insurance will apply as OCCURRENCE, CLAIM OR SUIT if such "underlying insurer" had not become 1. You must see to it that we are notified as bankrupt or insolvent. soon as practicable of an "event" or C. CANCELLATION "occurrence" which may result in a claim under this insurance. To the extent possible, 1. The first Named Insured shown in the notice should include: Declarations may cancel this insurance by mailing or delivering to us advance written a. How, when and where the "event" or "occurrence" took place; notice of cancellation. 2. We may cancel this insurance by mailing or b. The names and addresses of any delivering to such first Named Insured written persons or organizations sustaining injury, notice of cancellation at least: damage or loss, and the names and addresses of any witnesses; and a. 10 days before the effective date of c. The nature and location of any injury or cancellation if we cancel for nonpayment of damage arising out of the "event" or premium; or "occurrence". b. 60 days before the effective date of 2. If a claim is made or "suit" is brought against cancellation if we cancel for any other any insured which may result in a claim under reason. this insurance, you must see to it that we 3. We will mail or deliver our notice to such first receive written notice of the claim or "suit" as Named Insured's last mailing address known to soon as practicable. us. 3. With respect to Coverage A, the insured 4. Notice of cancellation will state the effective must: date of cancellation. The policy period will end a. Cooperate with us in the investigation, on that date. settlement or defense of any claim or S. If this insurance is cancelled, we will send such "suit"; first Named Insured any premium refund due. If b. Comply with the terms of the "underlying we cancel, the refund will be pro rata. If such insurance"; and first Named Insured cancels, the refund may be c. Pursue all rights of contribution or less than pro rata. The cancellation will be indemnity against any person or effective even if we have not made or offered a organization who may be liable to the refund. insured because of the injury, damage or 6. If notice is mailed, proof of mailing will be loss for which insurance is provided under sufficient proof of notice. Page 12 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA this policy or any policy of "underlying c. The nature and location of any injury or insurance". damage arising out of that "crisis 4. With respect to Coverage B, the insured must: management event"; and a. Immediately send us copies of any d. The reason that "crisis management demands, notices, summonses or legal event" is likely to involve damages papers received in connection with the covered by this insurance in excess of the claim or"suit"; "applicable underlying limit" or "self- b. Authorize us to obtain necessary records insured retention" and involve regional or and other information; national media coverage. c. Cooperate with us in the investigation, H. EXAMINATION OF YOUR BOOKS AND settlement or defense of any claim or "suit"; RECORDS and We may examine and audit your books and d. Assist us, upon our request, in the records as they relate to this insurance: enforcement of any right against any 1. At any time during the policy period; person or organization which may be liable 2. Up to three years after the end of the policy to the insured because of injury or damage period; and to which Coverage B may apply. 3. Within one year after final settlement of all 5. No insured will, except at that insured's own claims under this insurance. expense, voluntarily make a payment, assume I. EXTENDED REPORTING PERIOD OPTION any obligation, make any admission or incur any expense, other than for first aid for "bodily 1. When the "underlying insurance" applies on a injury" covered by this insurance, without our claims-made basis, any automatic or basic consent. "extended reporting period" in such 6. Knowledge of an "event", "occurrence", claim or "underlying insurance" will apply to thisinsurance. "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your 2. When the "underlying insurance" applies on a insurance or risk manager, or anyone working claims-made basis and you elect to purchase in the capacity as your insurance or risk an optional or supplemental "extended manager, or anyone you designate with the reporting period" in such "underlying responsibility of reporting an "event", insurance," that "extended reporting period" "occurrence", claim or"suit": will apply to this insurance only if: a. Has received notice of such "event", a. A written request to purchase an "occurrence", claim or "suit" from such Extended Reporting Period endorsement agent, servant or"employee"; or for this insurance is made by you and received by us within 90 days after the b. Otherwise has knowledge of such "event", end of the policy period; "occurrence", claim or"suit b. You have paid all premiums due for this G. DUTIES REGARDING A CRISIS MANAGEMENT policy at the time you make such request; EVENT c. You promptly pay the additional premium You must: we charge for the Extended Reporting 1. Notify us within 30 days of a "crisis Period endorsement for this insurancewhen due. We will determine that management event" that may result in "crisis additional premium after we have management service expenses". received your request for the Extended 2. Provide written notice of the "crisis Reporting Period endorsement for this management event" as soon as practicable. To insurance. That additional premium is not the extent possible, notice should include: subject to any limitation stated in the a. How, when and where that "crisis "underlying insurance" on the amount or management event" took place; percentage of additional premium that may be charged for the extended b. The names and addresses of any persons reporting period" in such "underlying or organizations sustaining injury, damage insurance"; and or loss, and the named and addresses of any witnesses; EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 13 of 22 Policy Number:CUP-5X642114 UMBRELLA d. That Extended Reporting Period the full policy period of this Excess Follow- endorsement is issued by us and made a Form And Umbrella Liability Insurance. This part of this policy. provision does not apply to the reduction or 3. Any Extended Reporting Period endorsement exhaustion of the aggregate limit or limits of for this insurance will not reinstate or increase such "underlying insurance" solely by the Limits of Insurance or extend the policy payments as permitted in Paragraphs 4.a.(1), period. (2) and (3) of COVERAGE A — EXCESS 4. Except with respect to any provisions to the FOLLOW-FORM LIABILITY of SECTION I — contrary contained in Paragraphs 1., 2. or 3. COVERAGES. As such policies expire, you above, all provisions of any option to purchase will renew them at limits and with coverage at an "extended reporting period" granted to you in least equal to the expiring limits of insurance. the "underlying insurance" apply to this If you fail to comply with the above insurance. requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay J. INSPECTIONS AND SURVEYS only to the extent that we would have paid had 1. We have the right but are not obligated to: you complied with the above requirements. a. Make inspections and surveys at any time; 2. The first Named Insured shown in the b. Give you reports on the conditions we find; Declarations must give us written notice of and any change in the "underlying insurance" as c. Recommend changes. respects: 2. Any inspections, surveys, reports or a. Coverage; recommendations relate only to insurability and b. Limits of insurance; the premiums to be charged. We do not make c. Termination of any coverage; or safety inspections. We do not undertake to perform the duty of any person or organization d. Exhaustion of aggregate limits. to provide for the health or safety of workers or 3. If you are unable to recover from any the public. We do not warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the b. Comply with laws, regulations, codes or "underlying insurance", Coverage A is not standards. invalidated. However, we will pay for any loss only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under this that "underlying insurance". insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, b. To sue us on this insurance unless all of its excess, contingent or otherwise. This provision terms have been fully complied with. does not apply to a policy bought specifically to 2. A person or organization may sue us to recover apply as excess of this insurance. on an agreed settlement or on a final judgment However, if you specifically agree in a written against an insured. We will not be liable for contract or agreement that the insurance provided damages that: to any person or organization that qualifies as an a. Are not payable under the terms of this insured under this insurance must apply on a insurance; or primary basis, or a primary and non-contributory b. Are in excess of the applicable limit of basis, then insurance provided under Coverage A insurance. is subject to the following provisions: An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 1. This insurance will apply before any "other provide insurance in such country or insurance" that is available to such additional jurisdiction; or insured which covers that person or b. The furnishing of certificates or other organization as a named insured, and we will evidence of insurance in any country or not share with that "other insurance", provided jurisdiction in which we are not licensed to that the injury or damage for which coverage is provide insurance. sought is caused by an "event" that takes place Q. PROHIBITED COVERAGE — TRADE OR or is committed subsequent to the signing of ECONOMIC SANCTIONS that contract or agreement by you. We will provide coverage for any loss, or 2. This insurance is still excess over any valid and otherwise will provide any benefit, only to the collectible "other insurance", whether primary, extent that providing such coverage or benefit excess, contingent or otherwise, which covers does not expose us or any of our affiliated or that person or organization as an additional parent companies to: insured or as any other insured that does not qualify as a named insured. 1. Any trade or economic sanction under any law or regulation of the United States of America; N. PREMIUM or 1. The first Named Insured shown in the 2. Any other applicable trade or economic Declarations is responsible for the payment of sanction, prohibition or restriction. all premiums and will be the payee for any R. REPRESENTATIONS return premiums. 2. If the premium is a flat charge, it is not subject By accepting this insurance, you agree: to adjustment except as provided in Paragraph 1. The statements in the Declarations and any 4. below. subsequent notice relating to "underlying 3. If the premium is other than a flat charge, it is insurance" are accurate and complete; an advance premium only. The earned 2. Those statements are based upon premium will be computed at the end of the representations you made to us; and policy period, or at the end of each year of the 3. We have issued this insurance in reliance policy period if the policy period is two years or upon your representations. longer, at the rate shown in the Declarations, S. SEPARATION OF INSUREDS subject to the Minimum Premium. Except with respect to the Limits of Insurance, 4. Additional premium may become payable when and any rights or duties specifically assigned in coverage is provided for additional insureds this policy to the first Named Insured shown in the under the provisions of SECTION II — WHO IS Declarations, this insurance applies: AN INSURED. 1. As if each Named Insured were the only O. PREMIUM AUDIT Named Insured; and The premium for this policy is the amount stated in 2. Separately to each insured against whom Item S. of the Declarations. The premium is a flat claim is made or"suit" is brought. charge unless it is specified in the Declarations as T. WAIVER OR TRANSFER OF RIGHTS OF adjustable. RECOVERY AGAINST OTHERS TO US P. PROHIBITED COVERAGE — UNLICENSED 1. If the insured has rights to recover all or part INSURANCE of any payment we have made under this 1. With respect to loss sustained by any insured in insurance, those rights are transferred to us a country or jurisdiction in which we are not and the insured must do nothing after loss to licensed to provide this insurance, this impair them. At our request, the insured will insurance does not apply to the extent that bring suit or transfer those rights to us and insuring such loss would violate the laws or help us, and with respect to Coverage A, the regulations of such country or jurisdiction. "underlying insurer", enforce them. 2. We do not assume responsibility for: If the insured has agreed in a contract or a. The payment of any fine, fee, penalty or agreement to waive that insured's right of other charge that may be imposed on any recovery against any person or organization, we waive our right of recovery against that person or organization in any country or person or organization, but only for payments jurisdiction because we are not licensed to we make because of an "event" that takes place or is committed subsequent to the EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 Policy Number:CUP-5X642114 UMBRELLA execution of that contract or agreement by such SECTION VI — DEFINITIONS insured. A. With respect to all coverages of this insurance: 2. Reimbursement of any amount recovered will 1. "Applicable underlying limit" means the sum of: be made in the following order: a. First, to any person or organization a. The applicable limit of insurance stated (including us or the insured) who has paid for the policies of "underlying insurance" any amount in excess of the applicable limit in the Schedule Of Underlying Insurance of insurance; subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — b. Next, to us; and EXCESS FOLLOW-FORM LIABILITY of c. Then, to any person or organization SECTION I — COVERAGES; and (including the insured and with respect to b. The applicable limit of insurance of any Coverage A, the "underlying insurer") that "other insurance" that applies. is entitled to claim the remainder, if any. The limits of insurance in any policy of 3. Expenses incurred in the process of recovery "underlying insurance" will apply even if: will be divided among all persons or organizations receiving amounts recovered a. The "underlying insurer" claims the according to the ratio of their respective insured failed to comply with any term or recoveries. condition of the policy; or U. TRANSFER OF YOUR RIGHTS AND DUTIES b. The "underlying insurer" becomes UNDER THIS INSURANCE bankrupt or insolvent. 1. Your rights and duties under this insurance may 2. "Auto hazard" means all "bodily injury" and not be transferred without our written consent "property damage" to which liability insurance except in the case of death of an individual afforded under an auto policy of "underlying Named Insured. insurance" would apply but for the exhaustion 2. If you die, your rights and duties will be of its applicable limits of insurance. transferred to your legal representative but only 3. "Electronic data" means information, facts or while acting within the scope of duties as your programs stored as or on, created or used on, legal representative. Until your legal or transmitted to or from computer software representative is appointed, anyone having (including systems and applications software), proper temporary custody of your property will hard or floppy disks, CD-ROMs, tapes, drives, have your rights and duties but only with cells, data processing devices or any other respect to that property. media which are used with electronically V. UNINTENTIONAL OMISSION OR ERROR controlled equipment. The unintentional omission of, or unintentional error 4. "Event" means an "occurrence", offense, in, any information provided by you which we relied accident, act, error, omission, wrongful act or upon in issuing this policy will not prejudice your loss. rights under this insurance. However, this provision 5. "Extended reporting period" means any period does not affect our right to collect additional of time, starting with the end of the policy premium or to exercise our rights of cancellation or period of your claims-made insurance, during nonrenewal in accordance with applicable which claims or "suits" may be first made, insurance laws or regulations. brought or reported for that insurance. W. WHEN LOSS IS PAYABLE 6. "Medical expenses" means expenses to If we are liable under this insurance, we will pay for which any Medical Payments section of any injury, damage or loss after: policy of Commercial General Liability 1. The insured's liability is established by: "underlying insurance" applies. a. A court decision; or 7. "Other insurance" means insurance, or the b. A written agreement between the claimant, funding of losses, that is provided by, through or on behalf of: the insured, any "underlying insurer" and us; and a. Another insurance company; 2. The amount of the "applicable underlying limit" b. Us or any of our affiliated insurance or "self-insured retention" is paid by or on companies; behalf of the insured. c. Any risk retention group; Page 16 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA d. Any self-insurance method or program, in Commercial General Liability which case the insured will be deemed to "underlying insurance" states that be the provider of such insurance; or products-completed operations are e. Any similar risk transfer or risk subject to the General Aggregate management method. Limit. "Other insurance" does not include: 9. "Suit" means a civil proceeding which alleges a. Any "underlying insurance"; or damages. "Suit" includes: a. An arbitration proceeding in which b. Any policy of insurance specifically damages are claimed and to which the purchased to be excess of the limits of insured must submit or does submit with insurance of this policy shown in the our consent; or Declarations. b. Any other alternative dispute resolution 8. "Products-completed operations hazard": proceeding to which the insured submits a. Includes all "bodily injury" and "property with our consent. damage" occurring away from premises 10. "Underlying insurance": you own or rent and arising out of "your product" or"your work" except: a. Means the policy or policies of insurance (1) Products that are still in your physical listed in the Schedule Of Underlying possession; or Insurance. (2) Work that has not yet been completed b. Includes any renewal or replacement of or abandoned. However, "your work" such policies if such renewal or will be deemed completed at the replacement is during the policy period of earliest of the following times: this Excess Follow-Form And Umbrella (a) When all the work called for in your Liability Insurance. contract has been completed; c. Does not include any part of the policy (b) When all the work to be done at the period of any of the policies described in job site has been completed if your Paragraphs a. or b. above that began contract calls for work at more than before, or that continues after, the policy one job site; or period of this Excess Follow-Form And Umbrella Liability Insurance. (c) When that part of the work done at 11. "Underlying insurer" means any insurer which a job site has been put to its intended use by any person or provides a policy of insurance listed in the organization other than another Schedule Of Underlying Insurance. contractor or subcontractor working B. With respect to Coverage B and, to the extent that on the same project. the following terms are not defined in the Work that may need service, "underlying insurance", to Coverage A: maintenance, correction, repair or 1. "Advertisement" means a notice that is replacement, but which is otherwise broadcast or published to the general public complete, will be treated as completed. or specific market segments about your b. Does not include "bodily injury" or "property goods, products or services for the purpose of damage" arising out of: attracting customers or supporters. For the (1) The transportation of property, unless purposes of this definition: the injury or damage arises out of a a. Notices that are published include condition in or on a vehicle not owned material placed on the Internet or on or operated by you, and that condition similar electronic means of was created by the "loading or communication; and unloading" of that vehicle by any b. Regarding web sites, only that part of a insured; web site that is about your goods, (2) The existence of tools, uninstalled products or services for the purposes of equipment or abandoned or unused attracting customers or supporters is materials; or considered an advertisement. (3) Products or operations for which the 2. "Advertising injury": classification listed in a policy of EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 17 of 22 Policy Number:CUP-5X642114 UMBRELLA a. Means injury, other than "personal injury", b. In, by or with any other electronic means caused by one or more of the following of communication, such as the Internet, if offenses: that material is part of: (1) Oral or written publication, including (1) Radio or television programming publication by electronic means, of being transmitted; material in your "advertisement" that (2) Other entertainment, educational, slanders or libels a person or instructional, music or news organization or disparages a person's programming being transmitted; or or organization's goods, products or services, provided that the claim is (3) Advertising transmitted with any such made or the "suit" is brought by a programming. person or organization that claims to 6. "Consumer financial identity information" have been slandered or libeled, or that means any of the following information for a claims to have had its goods, products person that is used or collected for the or services disparaged; purpose of serving as a factor in establishing (2) Oral or written publication, including such person's eligibility for personal credit, publication by electronic means, of insurance or employment or for the purpose material in your "advertisement" that: of conducting a business transaction: (a) Appropriates a person's name, a. Part or all of the account number, the voice, photograph or likeness; or expiration date or the balance of any (b) Unreasonably places a person in a credit, debit, bank or other financial false light; or account; b. Information bearing on a person's credit (3) Infringement of copyright, "title" or worthiness, credit standing or credit "slogan" in your "advertisement", provided that the claim is made or the capacity; "suit" is brought by a person or c. Social security number; organization that claims ownership of d. Driver's license number; or such copyright, "title" or"slogan". e. Birth date. b. Includes "bodily injury" caused by one or 7, "Consumer financial protection law" means: more of the offenses described in Paragraph a. above. a. The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair 3. "Auto" means: and Accurate Credit Transactions Act a. A land motor vehicle, trailer or semitrailer (FACTA); designed for travel on public roads, b. California's Song-Beverly Credit Card Act including any attached machinery or and any of its amendments; or equipment; or c. Any other law or regulation that restricts b. Any other land vehicle that is subject to a or prohibits the collection, dissemination, compulsory or financial responsibility law or transmission, distribution or use of other motor vehicle insurance law where it "consumer financial identity information". is licensed or principally garaged. includes a "leased worker". However, "auto" does not include "mobile $• "Employee" equipment". Employee does not include a temporary worker". 4. "Bodily injury" means: 9. "Good Samaritan services" means any a. Physical harm, including sickness or emergency medical services for which no disease, sustained by a person; or compensation is demanded or received. b. Mental anguish, injury or illness, or 10. "Impaired property" means tangible property, emotional distress, resulting at any time other than "your product" or "your work", that from such physical harm, sickness or cannot be used or is less useful because: disease. a. It incorporates "your product" or "your S. "Broadcasting" means transmitting any audio or work" that is known or thought to be visual material for any purpose: defective, deficient, inadequate or a. By radio or television; or dangerous; or Page 18 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA b. You have failed to fulfill the terms of a exploration, lighting and well servicing contract or agreement; equipment; or if such property can be restored to use by the (2) Cherry pickers and similar devices repair, replacement, adjustment or removal of used to raise or lower workers. "your product" or "your work" or your fulfilling f. Vehicles not described in Paragraph a., b., the terms of the contract or agreement. c. or d. above maintained primarily for 11. "Leased worker" means a person leased to you purposes other than the transportation of by a labor leasing firm under an agreement persons or cargo. between you and the labor leasing firm, to However, self-propelled vehicles with the perform duties related to the conduct of your following types of permanently attached business. "Leased worker" does not include a equipment are not "mobile equipment" but "temporary worker". will be considered "autos": 12. "Loading or unloading" means the handling of (1) Equipment designed primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or "auto"; or (2) Cherry pickers and similar devices mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a welding, building cleaning, geophysical mechanical device, other than a hand truck, exploration, lighting and well servicing that is not attached to the aircraft, watercraft or equipment. "auto". However, "mobile equipment" does not include 13. "Mobile equipment" means any of the following any land vehicle that is subject to a compulsory types of land vehicles, including any attached or financial responsibility law, or other motor machinery or equipment: vehicle insurance law, where it is licensed or a. Bulldozers, farm machinery, forklifts and principally garaged. Such land vehicles are considered "autos". other vehicles designed for use principally off 14. "Occurrence" means: public roads. b. Vehicles maintained for use solely on or next a. With respect to "bodily injury" or "property to premises you own or rent. damage": c. Vehicles that travel on crawler treads. (1) An accident, including continuous or repeated exposure to substantially the d. Vehicles, whether self-propelled or not, same general harmful conditions, maintained primarily to provide mobility to which results in "bodily injury" or permanently mounted: "property damage". All "bodily injury" (1) Power cranes, shovels, loaders, diggers or "property damage" caused by such or drills; or exposure to substantially the same general harmful conditions will be (2) Road construction or resurfacing deemed to be caused by one equipment such as graders, scrapers or "occurrence"; or rollers. (2) An act or omission committed in e. Vehicles not described in Paragraph a., b., providing or failing to provide first aid c. or d. above that are not self-propelled and or "Good Samaritan services" to a are maintained primarily to provide mobility person by any of your "employees" or to permanently attached equipment of the "volunteer workers" other than an following types: employed or volunteer doctor, unless (1) Air compressors, pumps and you are in the business or occupation generators, including spraying, welding, of providing professional health care building cleaning, geophysical services; EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 19 of 22 Policy Number:CUP-5X642114 UMBRELLA b. With respect to "personal injury", an (5) Oral or written publication, including offense arising out of your business that publication by electronic means, of results in "personal injury". All "personal material that: injury caused by the same or related injurious material, act or offense will be (a) Appropriates a person's name, deemed to be caused by one "occurrence", voice, photograph or likeness; or regardless of the frequency or repetition (b) Unreasonably places a person in thereof, the number and kind of media a false light. used or the number of persons or b. Includes "bodily injury" caused by one or organizations making claims or bringing suits ; and more of the offenses described in c. With respect to "advertising injury", an Paragraph a. above. offense committed in the course of 17. "Pollutants" mean any solid, liquid, gaseous or advertising your goods, products and thermal irritant or contaminant, including services that results in "advertising injury". smoke, vapor, soot, fumes, acids, alkalis, All "advertising injury" caused by the same chemicals and waste. Waste includes or related injurious material, act or offense materials to be recycled, reconditioned or will be deemed to be caused by one reclaimed. "occurrence", regardless of the frequency 18. "Property damage" means: or repetition thereof, the number and kind of media used or the number of persons or a. Physical injury to tangible property, organizations making claims or bringing including all resulting loss of use of that "suits". property. All such loss of use will be 15. "Officer" means a person holding any of the deemed to occur at the time of the officer positions created by your charter, physical injury that caused it; or constitution, bylaws or any other similar b. Loss of use of tangible property that is not governing document. physically injured. All such loss of use will 16. "Personal injury": be deemed to occur at the time of the "occurrence" that caused it. a. Means injury, other than "advertising injury", caused by one or more of the For the purposes of this insurance, "electronic following offenses: data" is not tangible property. (1) False arrest, detention or 19. "Self-insured retention" is the greater of: imprisonment; a. The amount shown in the Declarations (2) Malicious prosecution; which the insured must first pay under (3) The wrongful eviction from, wrongful Coverage B for damages because of all entry into, or invasion of the right of "bodily injury", "property damage", private occupancy of a room, dwelling "personal injury" or "advertising injury" or premises that a person occupies, arising out of any one "occurrence"; or provided that the wrongful eviction, b. The applicable limit of insurance of any wrongful entry or invasion of the right of "other insurance" that applies. private occupancy is committed by or on behalf of the owner, landlord or 20. "Slogan": lessor of that room, dwelling or a. Means a phrase that others use for the premises; purpose of attracting attention in their (4) Oral or written publication, including advertising. publication by electronic means, of b. Does not include a phrase used as, or in, material that slanders or libels a person or organization or disparages a the name of: person's or organization's goods, (1) Any person or organization other than products or services, provided that the you; or claim is made or the "suit" is brought by (2) Any business, or any of the premises, a person or organization that claims to have been slandered or libeled, or that goods, products, services or work, of claims to have had its goods, products any person or organization other than or services disparaged; or you. Page 20 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number:CUP-5X642114 UMBRELLA 21. "Temporary worker" means a person who is (1) Warranties or representations made furnished to you to substitute for a permanent at any time with respect to the fitness, "employee" on leave or to meet seasonal or quality, durability, performance or use short-term workload conditions. of"your work"; and 22. "Title" means the name of a literary or artistic (2) The providing of or failure to provide work. warnings or instructions. 23. "Unsolicited communication" means any C. With respect to Coverage C: communication, in any form, that the recipient 1. "Crisis management advisor" means any of such communication did not specifically public relations firm or crisis management request to receive. firm approved by us that is hired by you to 24. "Volunteer worker" means a person who is not perform "crisis management services" in your "employee", and who donates his or her connection with a "crisis management event". work and acts at the direction of and within the 2. "Crisis management event" means an "event" scope of duties determined by you, and is not or "occurrence" that your "executive officer" paid a fee, salary or other compensation by you reasonably determines has resulted, or may or anyone else for their work performed by you. result, in: 25. "Your product": a. Damages covered by this Coverage A or a. Means: Coverage B that are in excess of the total applicable limits of the "underlying (1) Any goods or products, other than real insurance" or"self-insured retention"; and property, manufactured, sold, handled, b. Significant adverse regional or national distributed or disposed of by: media coverage. (a) You; 3. "Crisis management service expenses" (b) Others trading under your name; or means amounts incurred by you, after a (c) A person or organization whose "crisis management event" first commences business or assets you have and before such event ends: acquired; and a. For the reasonable and necessary: (2) Containers (other than vehicles), (1) Fees and expenses of a "crisis materials, parts or equipment furnished management advisor" in the in connection with such goods or performance for you of "crisis products. management services" solely for a "crisis management event"; and b. Includes: (2) Costs for printing, advertising, mailing (1) Warranties or representations made at of materials or travel by your any time with respect to the fitness, directors, officers, employees or quality, durability, performance or use agents or a "crisis management of"your product"; and advisor" solely for a "crisis management event"; and (2) The providing of or failure to provide b. For the following expenses resulting from warnings or instructions. such "crisis management event", provided c. Does not include vending machines or that such expenses have been approved other property rented to or located for the by us: use of others but not sold. (1) Medical expenses; 26. "Your work": (2) Funeral expenses; a. Means: (3) Psychological counseling; (1) Work or operations performed by you (4) Travel expenses; or on your behalf; and (5) Temporary living expenses; (2) Materials, parts or equipment furnished (6) Expenses to secure the scene of a in connection with such work or "crisis management event"; or operations. (7) Any other expenses pre-approved by b. Includes: us. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 21 of 22 Policy Number:CUP-5X642114 UMBRELLA 4. "Crisis management services" means those c. Chief Financial Officer; services performed by a "crisis management d. President; advisor" in advising you or minimizing potential harm to you from a "crisis management event' e. General Counsel; by maintaining or restoring public confidence in f. General partner (if you are a you. partnership); or S. "Executive officer" means your: g. Sole proprietor (if you are a sole a. Chief Executive Officer; proprietorship); b. Chief Operating Officer; or any person acting in the same capacity as any individual listed above. Page 22 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 POLICY NUMBER: CUP-5X642114 ISSUE DATE: 01-01-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR AS PER WRITTEN CONTRACT ORGANIZATION: ADDRESS: AS REQUIRED BY WRITTEN CONTRACT PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 TRAVELERS JW WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 42 03 04 ( B) — 001 POLICY NUMBER: Us-5X489557 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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. 1• ❑ Specific Waiver L`J 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 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: $ This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by DATE OF ISSUE: 01-1-25 ST ASSIGN: Page 1 of 1 ©Copyright 2014 National Council on Compensation Insurance, Inc.All Rights Reserved.