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HomeMy WebLinkAboutC2018-637 - 8/14/2018 - Approved 36 '...q .... 20181)41632 USE PRIVILEGE AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This use privilege agreement ("Agreement") is entered into by and between the City of Corpus Christi ("City"), a Texas home-rule municipal corporation, and Valls Wildcat II, LLC, a Texas limited liability company, whose business address is 210 S. Caranacahua, Suite, 600, Corpus Christi, TX 78401 In accordance with Article IX, Section 1, of the City's City Charter and in consideration of a one-time payment of ($1,560.00) paid by Permittee, the receipt of which for the initial year is acknowledged, the City has granted and conveyed, and by these presents does grant and convey to Permittee, for the term and upon the conditions stated in this Agreement, a use privilege for the right to install, operate, maintain, repair, and remove, approximately 780 LF of 2" forced main piping, as shown in Exhibits "A" (Location Map) and "B" (Plan View and Profile View). Exhibits "A" and "B" are attached to this Agreement and incorporated into this Agreement by reference as if fully set out herein in their entirety. The area in which the use privilege is granted for the location of the Permittee's Wastewater Line is referred to in this Agreement as the "Use Privilege Area." TO HAVE AND TO HOLD the same use privilege granted unto Permittee, its successors, and assigns, together with the right under the conditions specified in this Agreement, to at any time enter upon the above described Use Privilege Area to install, operate, maintain, repair, or remove Permittee's Wastewater Line, and being further understood that the use privilege granted by this Agreement is subject to the Permittee's compliance at all times with the following conditions, the City and Permittee agree as follows: A. This Agreement, and the rights granted under the Agreement, may be revoked at any time by the City upon providing the Permittee not less than 30 days notice in writing by the City's City Manager, or his designee ("City Manager"). In the event of a revocation by the City Manager or earlier termination of this Agreement by either party, no portion of any payment made under this Agreement is refundable to the Permittee. B. This Agreement is for a term of one (1) year from the date executed by the City. At the end of the initial term, this Agreement renews automatically unless the Permittee or the City provides written notice of intent not to renew to the non- terminating party at least 60 days before the end of any annual term. C. This Agreement may not be assigned by Permittee without the City Manager's prior written consent. Page 1 of 8 C2018-637 8/14/18 Ord. 031503 Valls Wildcat II LLC SCANNED D. During construction or maintenance of improvements pertaining to the Use Privilege Area granted under this Agreement, insurance requirements are as stated in Exhibit 1, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Before construction or maintenance of the improvements pertaining to the Use Privilege Area granted under this Agreement can begin, the Permittee must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and Director of Development Services Department. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. E. Should construction be deemed necessary by Permittee in the Use Privilege Area, construction plans and specifications for all proposed work shall be submitted in advance by the Permittee to the City's City Engineer for approval prior to beginning the construction process. The plans must show the depth, and location of the proposed construction and distance from existing water, storm water, wastewater, and gas lines. The Permittee shall also comply with any other laws, rules, regulations, and ordinances applicable to construction in the City and in the public right-of-way, including obtaining all required permits. F. Prior to the start of any approved construction, Permittee shall require every contractor and subcontractor to provide a Certificate of Insurance reflecting insurance in coverage amounts as set forth in Exhibit "C." Additionally, Permittee shall require their contractors and subcontractors to indemnify the City, its officers, officials, employees, representatives, agents, licensees, and invitees in the same manner that Permittee has provided indemnification to the City pursuant to this Agreement. G. Permittee shall provide all necessary and proper safety devices so as to prevent injuries or accidents in the Use Privilege Area, in as much as possible. H. At least 48 hours prior to beginning any approved construction, Permittee shall contact 1-800-DIG-TESS and the Lone Star Notification Center (1-800-669- 8344), and any other required agency or authority. Additionally, at least 48 hours prior to beginning any approved construction, Permittee shall give notice and verify depth and location of communication lines or communication fiber optic cables, whichever is applicable, to the following: • City Utility Departments, including Water, Storm water, Wastewater and Gas; • American Electric Power (AEP); Page 2 of 8 • American Telephone and Telegraph (AT&T); • CenturyTel; • Time Warner; • Grande Communications; and • Any and all other certified telecommunications providers. A City inspector may request a utility line be uncovered to verity its depth or location. I. Any construction process and use of the Use Privilege Area by Permittee shall not interfere with the construction, installation, operation, maintenance, repair, removal or replacement by the City or any of its agents, contractors, or franchisees of any existing or future proposed sidewalks, utility lines, or other uses. If the City or any franchisee with utilities currently located in said public right-of-way needs access to the right-of-way, Permittee shall pay for removing or relocating the private wastewater line in the Use Privilege Area to allow access to utility lines for maintenance, repair, removal, or replacement of the utility lines. The Permittee shall repair the Use Privilege Area to its original condition or cease to use the Use Privilege Area, at which time this AGREEMENT terminates immediately. J. Traffic Engineer requirements pertaining to this Agreement, if applicable in context: 1. At least 48 hours prior to commencing any approved construction, the Permittee shall file and obtain approval for a traffic control plan with the City's Traffic Engineer. No closure or barricading of a public right-of-way or any portion of a public right-of-way may occur before approval of the traffic control plan and, if applicable, approval of a detour or barricade plan has been obtained from the City's Traffic Engineer. 2. Should Permittee require a trench, pit, or similar excavation be dug during approved construction, the Permittee shall file and obtain approval for barricading said trench, pit, or excavation in accordance with the Texas Manual on Uniform Traffic Control Devices from the City's Traffic Engineer. [See paragraph "P" of this Agreement for additional requirements regarding trenches, pits and similar excavations.] K. If, as determined by the City Manager, damage occurs to any gas, water, storm water, or wastewater line, Permittee shall allow the City immediate access to the Use Privilege Area to perform an assessment, make repairs, or take any other action deemed necessary by the City. Determination of the extent of damage and repairs necessary to restore the utility line(s) shall be made by the City Manager. All costs of the City associated with said damage Page 3 of 8 and repair, including labor and materials, shall be paid by Permittee within 30 days of the City's invoice. L. Should construction become necessary near existing water or wastewater lines, Permittee shall take every precaution not to disturb the soil surrounding any such lines, including all thrust blocks. M. If any approved work is conducted near any existing water main, it shall be done under the inspection of a City inspector at a daily rate of three-hundred ten dollars and thirty-five cents ($310.35) for each day spent inspecting construction, installation, maintenance, repair, removal, or replacement in the Use Privilege Area. A half-day, being four hours or more of work time by the City inspector, constitutes a whole working day for purposes of calculation. Any time in excess of eight hours a day, or on Saturday, Sunday or holidays, shall be calculated at a daily rate of fifty-eight dollars and eighteen cents ($58.18) per hour. Any assessed inspection fees shall be paid by the Permittee to the appropriate City department within 30 days of the City's invoice. These amounts will be adjusted annually each year on August 1 to reflect any pay increases that may be attributable to the rates charged. N. At any and all times Permittee shall be responsible for the repair and maintenance of the Wastewater Line and Use Privilege Area, including any costs associated with damage occurring due to natural weather elements/occurrences or man-made forces. Should damage occur to the Wastewater Line or Use Privilege Area, regardless of the type of damage, Permittee shall immediately repair the damage upon notice by the City. Failure to so repair terminates this Agreement immediately without any further action needed on the part of the City. 0. Permittee shall repair, or cause to be repaired, any damage to driveways, culverts, head walls, landscaping, sidewalks, curbs, gutters, and any other structure, public or private, resulting from or caused by reason of construction, installation, maintenance, repair, removal, replacement or operation of the Wastewater Line and Use Privilege Area. P. If a trench, pit, or other excavation is required during approved construction, no trenches, pits, or other excavation, other than bore pits, shall be left open overnight, except as specifically authorized by the City's Director of Development Services and City's Engineer. Bore pits are not allowed open for a period of longer than 14 calendar days, regardless of location. All trenches, pits, or other excavations, other than bore pits, shall be backfilled by the Permittee promptly and in accordance with current City standards and specifications and as per the City inspector's request. All trenches, pits, and other excavations, including bore pits, shall be barricaded by the Permittee in accordance with the Texas Manual on Uniform Traffic Control Devices and as Page 4 of 8 approved by the City's Traffic Engineer. [See paragraph "J.2." for additional requirements pertaining to trenches, pits, and other excavations.] Q. If backfilling becomes necessary, all backfill, specifically including that in and around existing utilities, shall be made by Permittee according to current City standards and specifications and as required by a City inspector. R. Use of the Wastewater Line authorized by this Agreement is strictly limited to providing service to the Valls Wildcat II, LLC located at 1402 Spindletop Road, Corpus Christi, TX 78408, in the Use Privilege Area. Permittee shall not provide, nor permit anyone else to provide or receive, service through said Wastewater Line, or at any facilities within the City other than the building facilities specifically included in this Agreement without first obtaining a franchise or other required approval from the City. S. INDEMNIFICATION. Permittee shall fully indemnify and hold harmless the City of Corpus Christi, its officers, officials, employees, and agents ("indemnitees") from and against all suits, claims, demands, actions, losses, costs, expenses, liability, damages and judgments recovered from or asserted against City for any and all property damage or injuries sustained by any person, including without limitation, workers' compensation, personal injury or death, arising from or incident to, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the use privilege granted. T. All signatories signing this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signatures. U. Unless otherwise stated in this Agreement, any notice required or permitted to be given under this Agreement must be in writing and sent by certified mail, return receipt requested to the following addresses: Page 5 of 8 If to Permittee: Valls Wildcat II, LLC 210 S. Caranacahua, St Corpus Christi, TX 78401 If to the City: City of Corpus Christi Attn: Director, Development Services Department P. O. Box 9277 Corpus Christi, TX 78469-9277 Any party shall, by notice to the others in accordance with the provisions of this paragraph, specify a different address or addressee for notice purposes within 10 days of any address change. V. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created pursuant to this Agreement are performable in Nueces County, Texas. Venue for all actions arising from, out of, or related to this Agreement must be brought in Nueces County, Texas. W. The Permittee further agrees, in compliance with the City of Corpus Christi Ordinance No. 17112, to complete, as part of this Agreement, the "Disclosure of Interests" form attached to this Agreement as Exhibit "D." Completed versions of Exhibit "D" by the Permittee form a part of this Agreement and are incorporated by reference into this Agreement as if set out here in their entireties. X. This instrument, including exhibits, constitutes the entire agreement between the City and the Permittee, and no prior written, oral, or contemporaneous promises, warranties, or representations shall be binding upon any parties. This Agreement may only be amended by written instrument signed by authorized representatives of the City and Permittee and approved as required by City law. Y. Any payments due by the Permittee pursuant to this Agreement will be made from current revenue available to the Permittee. Page 6 of 8 flAt y EXECUTED IN DUPLICATE this I,- day day of , 20 <(e Valls Wil• 1 V(/ Richar• _. Valls, JR. , Manager Date ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 1— , 2018, by , Richard R. Valls, JR., Manager, Valls Wildcat II, LLC, a Texas limited liability company, on behalf of said company. d4!`! lAf Amy Wilkinson 11; � My Commission Expkes �,'�V � I uy;` `� IF 12020 10 No.2543 Notary Pub 's Signature Page 7 of 8 ATTEST: CITY OF CORPUS CHRISTI A __! G/ - - By: • U / Rebecca Huerta Keith Selman City Secretary Asestant-City Manager APPROVED AS TO LEGAL FORM: L day of �y/ , 2018 By: t 1 �� Buck Brice �yNCfl ' Assistant City Attorney For the City Attorney R TAI STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on a1 , 2018, by Keith Selman, Assistant City Manager of the City of CAT/itChristi, a Texas Municipal Corpora is , on behalf of said corporation. / / • v Notary ublic, to of Texas • 4 ..-4~;; ;;';;';',"- MONIQUE TANTE[ LERMA ► 4 `_° %.".' ID# 1146231-1 ► ,* *_*= Notary Public `;,?'` s .. lPi STATE OF TEXAS ► 4 '''',;!, ",:,•''•'' My Comm. Exp. 01.23-2021 ► Page 8 of 8 Exhibit A 1402 Spindletop Road, Corpus Christi, Texas 78409-00 ida r r. JzZ at, a nn®D 0t 11 4.4 • • r to lit swrwMus..,,0 corpus 0 Corps Mr* 14.901 A t4 ty,<*vF•y4 ,� \ \\4M1 \ \\ 1w-904pp25.uoROe1$.' \.4�\ \\ b ,' 811{rf, 4s \\ \ \ y�. / s \ \ "' , \ \! ••.F .: 4\ . \\\ 'Rop3En s � ... 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(PROP+293 n IPRDPY]{223'BEND . /y 51.1070.6 ti iT}y ! 42.0 N s ._ W \ PROP 2 4S-BOD 120 T!9 N N -e i PROP ST 22.SiEPIO 'ii o ii p1 c9 f d F 48.0 W 2 \l Z N 48.0 •i 7 W PROP 525 LF OF 2'FORCE Nus E2N1 tl'X.P.Gt9LNE (F NT.15) IE 78.0 AAAA.. vE M OEVM_ T21 . J6.O 'I/• Ex.2'FN _� TSTA 1 225 TSTA].24.2 I wit L r. `5' Ex.EUPO2.Po 10 STML BORE k CASING STIA1 BORE k fASNC Cit {�{ 4EBIET111010 ._-. . __-___ .. / 301 §0 ..PROP 4s LF a r PROP 45 IF a I I6'BOREk000004 130'607Ek02 G1 3 Oi33• I. .34.0 I _. ..__. • _. 34 0 mina..n.. ii 1 6 6121 IIVL 00 5000 6+00 w•xo '" N7 g�STATION 3. •«oO r*Ip �� STATION INrIX2_ EXHIBIT C ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `..• - 11/15/2017 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 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 ACT Cheryl Rogers R&S Insurance Agency PHONE (972)771-4071 FAX (972)771-4695 (AIC.No.Exll: (AIC,No): 2255 Ridge Road, Ste. 333 E-MAIL ADDRESS: g cro ers@kandsins.com P. O. Box 277 INSURER(S)AFFORDING COVERAGE NAIC# Rockwall TX 75087 INSURERA:The Cincinnati Insurance Co. 10677 INSURED INSURER B:Federal Insurance Company 20281 KJM Commercial, Inc., INSURERc:Travelers Lloyds Insurance Co. 41564 DBA: Victory Building Team INSURERD: 1814 Holly Rd. INSURER E: Corpus Christi TX 78417 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INS° WVD POLICY NUMBER (MM/DD/YYYY) IMM/DO/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE X OCCUR DAMAGE TO RENTED 100,000 PREMISES(Ea occurrence) $ EPP0050094 12/20/2016 12/20/2017 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X Te. LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED EBA0050094 12/20/2016 12/20/2017 BODILY INJURY Per accident $ AUTOS AUTOS ( ) X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) X $1000 Comp Ded X $1000 Coll Ded $ 100,000 Underinsured motorist X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESSLIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ EPP0050094 12/20/2016,12/20/2017 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE$ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Leased/Rented Equipment 45466075 EDC 12/20/2016 12/20/2017 100,000 w/$1,000 Deductible C Builders Risk QT6604240L046 12/20/2016 12/20/2017 Frame$3,000,000 Masonry-NC $9,200,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Re: Furmanite Project See attached for Additional Information CERTIFICATE HOLDER CANCELLATION jessicag3@cctexas.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Corpus Christi THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Developement Services ACCORDANCE WITH THE POLICY PROVISIONS. 1201 Leopard Street Corpus Christi, TX 78401 AUTHORIZED REPRESENTATIVE T Fierro - Ins./CHERY --- -•-------'" '"— .- ...___E......._...... ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) EXHIBIT C COMMENTS/REMARKS The following Applies to the General Liability Policy: Additional Insured Form #GA233 2/07 for Ongoing Operations, Completed Operations and Leased/Rented Equipment; Primary & Non-Contributory Form #GA233 2/07; Waiver of Subrogation Form #GA233 2/07. The following Applies to the Businss Auto Policy: Additional Insured Form #AA4171 11/05; Waiver of Subrogation Form #AA4172 9/09 *ALWAYS REFER TO THE ATTACHED POLICY FORMS FOR SPECIFIC WORDING OF SUCH COVERAGE,LIMITS,CONDITIONS & EXCLUSIONS. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. EXHIBIT C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement-Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage 2 2. Unintentional Failure to Disclose Hazards 7 3. Damage to Premises Rented to You 8 4. Supplementary Payments 9 5. Medical Payments 9 6. Voluntary Property Damage (Coverage a.)and Care,Custody or Control Liability Coverage(Coverage b.) 9 7. 180 Day Coverage for Newly Formed or Acquired Organizations 10 8. Waiver of Subrogation 10 9. Automatic Additional Insured-Specified Relationships: 10 • Managers or Lessors of Premises; • Lessor of Leased Equipment; • Vendors; • Stale or Political Subdivisions-Permits Relating to Premises; • State or Political Subdivisions-Permits;and • Contractors'Operations 10. Broadened Contractual Liability-Work Within 50'of Railroad Property 14 11. Property Damage to Borrowed Equipment 14 12. Employees as Insureds -Specified Health Care Services: 14 • Nurses; • Emergency Medical Technicians;and • Paramedics 13. Broadened Notice of Occurrence 14 B. Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment,except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $ 1,000,000 Aggregate Limit: $ 3,000,000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: a. The Each Occurrence Limit shown in the Declarations;or b. $500,000 unless otherwise stated$ 4. Supplementary Payments a, Bail bonds: $ 1,000 b. Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10,000 Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 1 of 15 EXHIBIT C 6. Voluntary Property Damage (Coverage a.)and Care,Custody or Control Liability Coverage (Coverage b.) Limits of Insurance(Each Occurrence) Coverage a.$1,000 Coverage b.$5,000 unless otherwise stated $ Deductibles(Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated $ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (For Limits in Excess of (For Limits in Excess of ) Payroll $5,000) $5,000) c) Gross Sales d) Units e) Other b. Care, Custody $ or Control TOTAL ANNUAL PREMIUM $ 11. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: have used up the ap- plicable inf 1. Employee Benefit LiabilityCoverage once in the limitayment of a. The following is added to SECTION I judgments or settle- - COVERAGES: Employee Benefit ments. Liability Coverage. No other obligation or liabil- (1) Insuring Agreement ity to pay sums or perform acts or services is covered (a) We will pay those sums that unless explicitly provided for the insured becomes legally under Supplementary Pay- obligated to pay as dam- ments. ages caused by any act,er b This insurance applies to ror or omission of the in- damages pp sured, or of any other per damages only it the act, er- son for whose acts the in- gently or omission, is negli- sured is legally liable, to gently committed in the which this insurance ap administration" of your plies. We will have the right "employee benefit pro- and duty to defend the in- gram';and sured against any "suit" 1) Occurs during the pot- seeking those damages, icy period;or However, we will have no duty to defend against any 2) Occurred prior to the "suit" seeking damages to effective date of this which this insurance does endorsement provided: not apply. We may, at our discretion, investigate any a) You did not have report of an act, error or knowledge of a omission and settle any claim or "suit" on claim or "suit" that may re- or before the ef- suit. But: fective date of this endorsement. 1) The amount we will pay for damages is limited You will be as described in SEC- deemed to have TION III - LIMITS OF knowledge of a INSURANCE;and claim or "suit" when any 2) Our right and duty to "authorized repro- defend ends when we sentative"; Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc„with its permission. Page 2 of 15 EXHIBIT C i) Reports all, or formance of investment any part, of the vehicles;or act, error or omission to us 3) Advice given to any or any other person with respect to insurer; that person's decision to participate or not to II) Receives a participate in any plan written or ver- included in the "em- bat demand or ployee benefit pro- claim for dam- gram". ages because of the act, er- (f) Workers' Compensation ror or omis- and Similar Laws sion;and Any claim arising out of b) There is no other your failure to comply with applicable insur- the mandatory provisions of ance. any workers'compensation, unemployment compensa- (2) Exclusions tion insurance, social secu- rity or disability benefits law This insurance does not apply or any similar law. to: (g) ERISA (a) Bodily Injury, Property Damage or Personal and Damages for which any in- Advertising Injury sured is liable because of "Bodily injury", "property liability imposed on a f[duck by damage" tm or "personal and ary e t the Employee Re advertising injury". Act of 1974,income s now Security (b) Dishonest, Fraudulent, hereafter amended, or by Criminal or Malicious Act any similar federal, state or local laws. Damages arising out of any intentional, dishonest, (h) Available Benefits fraudulent, criminal or mali- Any claim for benefits to the cious act, error or omission, extent that such benefits committed by any insured, are available, with reason- including the willful or reck- able effort and cooperation less violation of any statute. of the insured, from the ap- (c) Failure to Perform a Con- plicable funds accrued or tract other collectible insurance. Damages arising out of fail- (i) Taxes, Fines or Penalties ure of performance of con- Taxes, fines or penalties, tract by any insurer, including those imposed (d) Insufficiency of Funds under the Internal Revenue Code or any similar state or Damages arising out of an local law. insufficiency of funds to meet any obligations under (i) Employment-Related any plan included in the Practices "employee benefit pro- Any liability arising out of gram". any: (e) Inadequacy of Perform- (1) Refusal to employ; ance of Investment / Ad- vice Given With Respect (2) Termination of em- to Participation ployment; Any claim based upon; (3) Coercion, demotion, 1) Failure of any invest evaluation, reassign- ment, discipline, defa- ment to perform; mation, harassment, 2) Errors in providing in- humiliation, discrimina- formation on past per- tion or other employ Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 3 of 15 EXHIBIT C ment-related practices, (e) A trust, you are an insured. acts or omissions;or Your trustees are also in- sureds, but only with re- (4) Consequential liability spect to their duties as as a result of (1), (2) or trustees. (3)above. (2) Each of the following is also an This exclusion applies insured: whether the insured may be held liable as an employer (a) Each of your "employees" or in any other capacity and who is or was authorized to to any obligation to share administer your "employee damages with or repay benefit program". someone else who must pay damages because of (b) Any persons, organizations the injury. or "employees" having proper temporary authori- (3) Supplementary Payments zation to administer your "employee benefit program" SECTION I - COVERAGES, if you die, but only until your SUPPLEMENTARY PAY- legal representative is ap- MENTS - COVERAGES A AND pointed. B also apply to this Coverage. b. Who is an Insured (c) Your legal representative if you die, but only with re- As respects Employee Benefit Liabil- ity Coverage, SECTION II - WHO IS That representative will AN INSURED is deleted in its en- have all your rights and du- tirety and replaced by the following: ties under this Coverage Part. (1) If you are designated in the Declarations as: (3) Any organization you newly ac- quire or form, other than a part- (a) An individual, you and your nership, joint venture or limited spouse are insureds, but liability company, and over only with respect to the which you maintain ownership conduct of a business of or majority interest, will qualify which you are the sole as a Named Insured if no other owner. similar insurance applies to that organization. However, cover- (b) A partnership or joint yen- age under this provision: ture, you are an insured. Your members, your part- (a) Is afforded only until the ners, and their spouses are 180th day after you acquire also insureds but only with or form the organization or respect to the conduct of the end of the policy period, your business. whichever is earlier;and (c) A limited liability company, (b) Does not apply to any act, you are an insured. Your error or omission that was members are also insureds, committed before you ac- but only with respect to the quired or formed the or- conduct of your business. ganization. Your managers are in- c. Limits of Insurance sureds, but only with re- spect to their duties as your As respects Employee Benefit Liabil- managers. ity Coverage, SECTION III - LIMITS (d) An organization other than OF INSURANCE is deleted in its en- a partnership, joint venture tirety and replaced by the following: or limited liability company, (1) The Limits of Insurance shown You are an insured. Your in Section B. Limits of Insur- executive officers" and di- ance, 1. Employee Benefit Li- rectors are insureds, but ability Coverage and the rules only with respect to their below fix the most we will pay duties as your officers or di- regardless of the number of: rectors. Your stockholders are also insureds, but only (a) Insureds; with respect to their liability as stockholders. Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 4 of 15 EXHIBIT C (b) Claims made or "suits" (b) The deductible amount brought; stated in the Declarations applies to all damages (c) Persons or organizations sustained by any one "em- making claims or bringing ployee", including such "suits"; 'employee's" dependents (d) Acts,errors or omissions;or and beneficiaries, because of all acts, errors or omis- (e) Benefits included in your sions to which this insur- "employee benefit pro- ance applies. gram". (c) The terms of this insurance, (2) The Aggregate Limit shown in including those with respect Section B. Limits of insurance, to: 1, Employee Benefit Liability Coverage of this endorsement 1) Our right and duty to is the most we will pay for all defend the insured damages because of acts, er- against any 'suits" rors or omissions negligently seeking those dam- committed in the "administra- ages; and tion" of your "employee benefit 2) Your duties, and the program". duties of any other in- (3) Subject to the limit described in volved insured, in the (2) above, the Each Employee event of an act,error or Limit shown in Section B. Limits omission,or claim, of insurance, 1. Employee apply irrespective of the Benefit Liability Coverage of application of the deductible this endorsement is the most we amount, will pay for all damages sus- tained by any one "employee", (d) We may pay any part or all including damages sustained by of the deductible amount to such "employee's" dependents effect settlement of any and beneficiaries,as a result of: claim or "suit" and, upon notification of the action (a) An act,error or omission;or taken, you shall promptly (b) A series of related acts, er- reimburse us for such part rors or omissions, regard- of the deductible amount as less of the amount of time we have paid. that lapses between such d. Additional Conditions acts,errors or omissions, As respects Employee Benefit Li- negligently committed in the ability Coverage, SECTION IV - "administration" of your "em- COMMERCIAL GENERAL LIABIL- ployee benefit program". ITY CONDITIONS is amended as However, the amount paid un- follows: der this endorsement shall not (1) Item 2. Duties in the Event of exceed, and will be subject to Occurrence, Offense, Claim or the limits and restrictions that Suit is deleted in its entirety and apply to the payment of benefits replaced by the following: in any plan included in the "em- ployee benefit program". 2, Duties in the Event of an Act, Error or (4) Deductible Amount Omission,or Claim or Suit a. You must see to it that we are noti- (a) Our obligation to pay dam- fled as soon as practicable of an act, ages on behalf of the in- error or omission which may result in sured applies only to the a claim. To the extent possible, no- amount of damages in ex- tice should include: cess of the deductible amount stated in the Decla- (1) What the act, error or omission rations as applicable to was and when it occurred; and Each Employee. The limits of insurance shall not be (2) The names and addresses of reduced by the amount of anyone who may suffer dam- this deductible, ages as a result of the act,error or omission. Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 5 of 15 EXHIBIT C b. If a claim is made or "suit" is brought b. Method of Sharing against any insured,you must: If all of the other insur- (1) Immediately record the specifics ance permits contribu- of the claim or "suit" and the tion by equal shares, date received;and we will follow this (2) Notifyus as soon aspracticable, method also. Under this approach each in- You must see to it that we receive surer contributes equal written notice of the claim or"suit"as amounts until it has soon as practicable. paid its applicable limit of insurance or none of c. You and any other involved Insured the loss remains, must: whichever comes first. (1) Immediately send us copies of If any of the other in- any demands, notices, sum- surance does not per- monses or legal papers re- mit contribution by ceived in connection with the equal shares, we will claim or"suit"; contribute by limits. Under this method, (2) Authorize us to obtain records each insurer's share is and other information; based on the ratio of its (3) Cooperate with us in the investi- applicable limit of in- (3) or settlement of the claim plisurance to the total insur- orap- defense against the "suit"; cofle limits1ns reof and ance of all insurers, (4) Assist us, upon our request, In c. No Coverage the enforcement of any right This insurance shall not against any person or organiza- cover any loss for tion which may be liable to the which the insured is insured because of an act, error entitled to recovery un- or omission to which this insur- der any other insur- ance may also apply. ance in force previous d. No insured will, except at that in- to the effective date of sured's own cost, voluntarily make a this Coverage Part. payment, assume any obligation, or e. Additional Definitions incur any expense without our con- sent. As respects Employee Benefit Li- ability Coverage, SECTION V - (2) Item 5. Other Insurance is de- DEFINITIONS is amended as fol- leted in its entirety and replaced lows: by the following: (1) The following definitions are 5. Other Insurance added: If other valid and collectible 1. "Administration"means: insurance is available to the insured for a loss we cover a. Providing information to under this Coverage Part, "employees", including our obligations are limited their dependents and as follows: beneficiaries, with a. PrimaryInsurance re- spect to eligibility for or scope of "employee This insurance is pri- mary except when c. b. Interpreting the "em- below applies. If this ployee benefit pro- insurance is primary, grams'; our obligations are not affected unless any of c. Handling records in the other insurance is connection with the also primary, Then, we "employee benefit pro- will share with all that grams";or other insurance by the method described in b. d. Effecting, continuing or below, terminating any "em- ployee's participation Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 6 of 15 EXHIBIT C in any benefit included benefits, workers' corr- in the "employee bene- pensation and disability fit program". benefits;and However, "administration" d, Vacation plans, includ- does not include: ing buy and sell pro- grams; leave of ab- a. Handling payroll sence programs, in- ductions;or cluding military, mater- b. The failure to effect or nity, family, and civil maintain any insurance leave; tuition assis- or adequate limits of tance plans; transpor- coverage of insurance, talion and health club including but not limited subsidies. to unemployment in- (2) The following definitions are surance, social security deleted in their entirety and re- benefits, workers' corn- placed by the following: pensation and disability benefits. 21. "Suit" means a civil tans" means pro- ceeding in which money 2. "Cafeteria P damages because of an plan authorized by applica- act, error or omission to ble law to allow "employ- which this insurance applies ees" to elect to pay for cer- are alleged. "Suit"includes: tain benefits with pre-tax dollars. a. An arbitration pro- ceeding in which such 3. "Employee benefit pro- damages are claimed grams" means a program and to which the in- providing some or all of the sured must submit or following benefits to "em- does submit with our ployees", whether provided consent; through a"cafeteria plan" or otherwise: b. Any other alternative dispute resolution pro- a. Group life insurance; ceeding in which such group accident or damages are claimed health Insurance; den- and to which the in- tat, vision and hearing sured submits with our plans; and flexible consent; or spending accounts; provided that no one c. An appeal of a civil other than an "em- proceeding. ptoyee" may subscribe to such benefits and 8. "Employee" means a per- such benefits are made son actively employed, for- generally available to merly employed, on leave those"employees"who of absence or disabled, or satisfy the plan's eligi- retired, "Employee" in- bility requirements; cludes a "leased worker". "Employee" does not in- b. Profit sharing plans, ctude a "temporary worker". employee savings plans, employeeastock 2. Unintentional Failure to Disclose Haz- ownership plans, pen- ards sion plans and stock SECTION IV- COMMERCIAL GENERAL subscription plans, LIABILITY CONDITIONS, 7. Represen- provided that no one tations is hereby amended by the addi- other than an em- tion of the following: ptoyee" may subscribe to such benefits and Based on our dependence upon your such benefits are made representations as to existing hazards, if generally available to unintentionally you should fail to disclose all "employees" who all such hazards at the inception date of are eligible under the your policy, we will not reject coverage plan for such benefits; under this Coverage Part based solely on c. Unemployment insur such failure. ance, social security Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc„with its permission. Page 7 of 15 EXHIBIT C 3. Damage to Premises Rented to You e) Settling, cracking, shrinking or ex- a, The last Subparagraph of Paragraph pansion;or 2. SECTION I - COVERAGES, COVERAGE A. - BODILY INJURY i) Nesting or infesta- AND PROPERTY DAMAGE, 2. LI- tion, or discharge ABILITY Exclusions is hereby de- or release of leted and replaced by the following: waste products or secretions, by in- Exclusions c.through q.do not apply sects, birds, ro- to damage by fire, explosion, light- dents or other ning, smoke or soot to premises animals, while rented to you or temporarily occupied by you with permission of (b) Loss caused directly or indi- the owner. rectly by any of the follow- b. The insurance provided under SEC- ing' TION I -COVERAGES, COVERAGE 1) Earthquake, volcanic A. BODILY INJURY AND PROP- eruption, landslide or ERTY DAMAGE LIABILITY applies any other earth move- to "property damage" arising out of ment; water damage to premises that are 2) Water that backs upor both rented to and occupied by you. overflows from a (1) As respects Water Damage Le- sewer,drain or sump; gal Liability, as provided in Paragraph 3.b.above: 3) Water under the ground surface press- The exclusions under SECTION ing on, or flowing or I - COVERAGES, COVERAGE seeping through: A. BODILY INJURY AND PROPERTY DAMAGE LIABIL- a) Foundations, ITY,2. Exclusions, other than i. walls, floors or War and the Nuclear Energy paved surfaces; Liability Exclusion, are deleted b) Basements, and the following are added: whether paved or This insurance does not apply not;or to: c) Doors, windows or (a) "Property damage": other openings, 1) Assumed in any con- (c) Loss caused by or resulting tract;or from water that leaks or flows from plumbing, heat- 2) Loss caused by or re- ing, air conditioning, or fire suiting from any of the protection systems caused following: by or resulting from freez- ing, unless: a) Wear and tear; 1) You did your best to b) Rust, corrosion, maintain heat in the fungus, decay, building or structure;or deterioration, hid- den or latent de- 2) You drained the fect or any quality equipment and shut off in property that the water supply if the causes it to dam- heat was not main- age or destroy it- tained. self; (d) Loss to or damage to: c) Smog; 1) Plumbing, heating, air d) Mechanical conditioning, fire pro- breakdown in- tection systems, or cluding rupture or other equipment or ap- bursting caused pliances;or by centrifugal force; 2) The interior of any building or structure, or to personal property in the building or structure includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission, Page 8 of 15 EXHIBIT C caused by or resulting 5. Medical Payments from rain, snow, sleet or ice, whether driven The Medical Expense Limit of Any One by wind or not. Person as stated in the Declarations is amended to the limit shown in Section B. c. Limit of Insurance Limits of Insurance, 5. Medical Pay- The ayThe Damage to Premises Rented to ments of this endorsement. You Limit as shown in the Declare- 6. Voluntary Property Damage and Care, tions is amended as follows: Custody or Control Liability Coverage (2) Paragraph 6. of SECTION III - a. Voluntary Property Damage Coy- LIMITS OF INSURANCE is erage hereby deleted and replaced by the following: We will pay for"property damage" to property of others arising out of op- 6. Subject to 5. above, the erations incidental to the insured's Damage to Premises business when: Rented to You Limit is the most we will pay under (1) Damage is caused by the in- COVERAGE A. BODILY sured;or INJURY AND PROPERTY (2) Damage occurs while in the in- DAMAGE LIABILITY, for sured's possession. damages because of "property damage" to With your consent, we will make premises while rented to these payments regardless of fault, you or temporarily occupied by you with permission of b. Care, Custody or Control Liability the owner, arising out of Coverage any one "occurrence" to SECTION I - COVERAGES, COV- which this insurance ap- ERAGE A. BODILY INJURY AND plies. PROPERTY DAMAGE LIABILITY,2. (3) The amount we will pay is lira- Exclusions,J. Damage to Property, ited as described in Section B. Subparagraphs (3), (4) and (5) do Limits of Insurance, 3. Dam- not apply to "property damage" to age to Premises Rented to the property of others described You of this endorsement, therein. 4. Supplementary Payments With respect to the insurance provided by this section of the endorsement, the fol- Under SECTION I • COVERAGE, SUP- lowing additional provisions apply: PLEMENTARY PAYMENTS - COVER- AGES A AND B: a. The Limits of Insurance shown in the Declarations are replaced by the lim- a, Paragraph 2, is replaced by the fol- its designated in Section B.Limits of lowing: Insurance, 6. Voluntary Property Up to the limit shown in Section B. Damage and Care, Custody or Control Limits of Insurance,4.a. Bail Bonds LiabilityCoverage of this cover- of this endorsement for cost of bail endorsement with respect to bonds required because of accidents age provided by this endorsement. or traffic law violations arising out of These limitsintoare inclusivelimits beingf and rne- the use of any vehicle to which the inl addition the Limitsmof re Bodily Injury Liability Coverage ap- placed. The BL of Insurance plies, We do not have to furnish shown in Section B. Limits of Insur- bonds. ance, 6. Voluntary Property Dam- theseage and Care, Custody or Control b. Paragraph 4. is replaced by the fol- Liability Coverage of this endorse- lowing: ment fix the most we will pay in any one "occurrence" regardless of the All reasonable expenses incurred by number of: the insured at our request to assist 1 us in the investigation or defense of (1) Insureds; the claim or "suit", including actual (2) Claims made or "suits" brought; loss of earnings up to the limit shown or in Section B. Limits of Insurance, 4.b. Loss of Earnings of this en- (3) Persons or organizations mak- dorsement per day because of time ing claims or bringing "suits". off from work. Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 9 of 15 EXHIBIT C b. Deductible Clause 9. Automatic Additional Insured - Speci- (1) Our obligation to pay damages fied Relationships on your behalf applies only to a, The following is hereby added to the amount of damages for each SECTION II-WHO IS AN INSURED: "occurrence" which are in ex- cess of the deductible amount (1) Any person or organization de- stated in Section B. Limits of scribed in Paragraph 9.a.(2) Insurance, 6. Voluntary Prop- below (hereinafter referred to as erty Damage and Care, Cus- additional insured) whom you tody or Control Liability Coy- are required to add as an addi- erage of this endorsement. The tional insured under this Cover- limits of insurance will not be re- age Part by reason of: duced by the application of such (a) A written contract or deductible amount, agreement; or (2) Condition 2.Duties in the Event (b) An oral agreement or con- of Occurrence, Offense, Claim tract where a certificate of or Suit, applies to each claim or insurance showing that per- "suit"irrespective of the amount. son or organization as an (3) We may pay any part or all of additional insured has been the deductible amount to effect issued, settlement of any claim or "suit" is an insured, provided: and, upon notification of the ac- tion taken, you shall promptly (a) The written or oral contract reimburse us for such part of the or agreement is: deductible amount as has been paid by us, 1) Currently in effect or becomes effective 7. 180 Day Coverage for Newly Formed or during the policy pe- Acquired Organizations riod;and SECTION II - WHO IS AN INSURED is 2) Executed prior to an amended as follows: "occurrence"or offense to which this insurance Subparagraph a. of Paragraph 4. is would apply;and hereby deleted and replaced by the fol- lowing: (b) They are not specifically a. Insurance under this provision is af- named as an additional in- forded only until the 180th day after in- sured under any other pro- you acquire or form the organization vision of, or endorsement or the end of the policy period, added to, this Coverage Part, whichever is earlier; 8. Waiver of Subrogation (2) Only the following persons or organizations are additional in- SECTION IV- COMMERCIAL GENERAL sureds under this endorsement, LIABILITY CONDITIONS, 9. Transfer of and insurance coverage pro- Rights of Recovery Against Others to vided to such additional in- Us is hereby amended by the addition of sureds is limited as provided the following: herein: We waive any right of recovery we may (a) The manager or lessor of a have because of payments we make for premises leased to you with injury or damage arising out of your on- whom you have agreed per going operations or "your work"done un- Paragraph 9.a.(1) above to der a written contract requiring such provide insurance, but only waiver with that person or organization with respect to liability aris- and included in the "products-completed ing out of the ownership, operations hazard". However, our rights maintenance or use of that may only be waived prior to the "occur- part of a premises leased to rence"giving rise to the injury or damage you, subject to the following for which we make payment under this additional exclusions: Coverage Part. The insured must do This insurance does not nothing after a loss to impair our rights. At our request,the insured will bring "suit" apply to: or transfer those rights to us and help us 1) Any "occurrence" enforce those rights. which takes place after Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 10 of 15 EXHIBIT C you cease to be a ten- c) Any physical or ant in that premises, chemical change in roduct 2) Structural alterations, madehe intentionally new construction or by the vendor; demolition operations performed by or on be- d) Repackaging, un- half of such additional less unpacked insured. solely for the pur- pose of o n, (b) Any person or organization demonstration, from which you lease testing, or the equipment with whom you substitution of have agreed per Paragraph parts under in- 9.a.(1) above to provide in- structions from the surance. Such person(s) or manufacturer, and organization(s)are insureds then repackaged solely with respect to their in the original liability arising out of the container; maintenance, operation or use by you of equipment e) Any failure to leased to you by such per- make such in- son(s) or organizations(s), spections, adjust- However, this insurance ments, tests or does not apply to any "oc- servicing as the currence"which takes place vendor has after the equipment lease agreed to make or expires. normally under- takes to make in (c) Any person or organization the usual course (referred to below as yen- of business, in dor) with whom you have connection with agreed per Paragraph the distribution or 9.a.(1) above to provide in- sale of the prod- surance, but only with re- ucts; spect to "bodily injury" or "property damage" arising f) Demonstration, in- out of"your products"which stallation, servic- are distributed or sold in the ing or repair op- regular course of the ven- erations, except dor's business, subject to such operations the following additional ex- performed at the clusions: vendor's premises in connection with 1) The insurance afforded the sale of the the vendor does not product; apply to: "Bodily inor g) Products which, a) Y 1 ry after distribution or "property damage" sale by you, have for which the van- been labeled or dor is obligated to relabeled or used pay damages by as a container, reason of the as- part or ingredient sumption of liabil- of any other thing ity in a contract or or substance by or agreement. This for the vendor. exclusion does not apply to liability for 2) This insurance does damages that the not apply to any in- vendor would sured person or or- have in the ab- ganization: sence of the con- tract or agree- a) From whom you ment have acquired such products, or b) Any express war- any ingredient, ranty unauthorized part or container, by you; entering into, ac- Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 11 of 15 EXHIBIT C companying or 2) This insurance does containing such not apply to "bodily in- products;or jury, "property dam- age" or "personal and b) When liability in- advertising injury" aris- cluded within the ing out of operations "products- performed for the state completed opera- or political subdivision, tions hazard" has been excluded (1) Any person or organization under this Cover- with which you have agreed age Part with re- per Paragraph 9.a.(1) spect to such above to provide insurance, products. but only with respect to li- ability arising out of "your (d) Any state or political subdi- work" performed for that vision with which you have additional insured by you or agreed per Paragraph on your behalf. A person or 9.a.(1) above to provide in- organization's status as an surance, subject to the fol- insured under this provision lowing additional provision: of this endorsement contin- This insurance applies only ues for only the period of with respect to the following time required by the written hazards for which the state contract or agreement, but or political subdivision has in no event beyond the ex- issued a permit in connec piration date of this Cover- tion with premises you own, age Part. If there is no rent or control and to which written contract or agree- this insurance applies: ment, or if no period of time is required by the written 1) The existence, mainte- contract or agreement, a nance, repair, con- person or organization's struction, erection, or status as an insured under removal of advertising this endorsement ends signs, awnings, cano- when your operations for pies, cellar entrances, that insured are completed. coal holes, driveways, (3) Anyinsurance provided to an manholes, marquees, hoist away openings, additional insured designated • sidewalk vaults, street under Paragraph 9.a.(2): banners, or decora- (a) Subparagraphs (e) and (f) tions and similar expo- does not apply to "bodily sures; or injury"or"property damage" 2) The construction, erec included within the "prod- tion, or removal of eta- ucts-completed operations vators;or hazard"; 3) The ownership, main- (b) Subparagraphs (a), (b), (d), any Se)and (f)does not apply to tenance, or use of „ elevators covered by bodily injury", "property this insurance. damage" or "personal and advertising injury" arising (e) Any state or political subdi- out of the sole negligence vision with which you have or willful misconduct of the agreed per Paragraph additional insured or their 9.a,(1) above to provide in- agents, "employees" or any surance, subject to the fol- other representative of the lowing provisions: additional insured;or 1) This insurance applies (c) Subparagraph (f) does not only with respect to op- apply to "bodily injury", erations performed by "property damage" or "per- you or on your behalf sonal and advertising injury for which the state or arising out of: political subdivision has issued a permit, 1) Defects in design fur- nished by or on behalf Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 12 of 15 EXHIBIT C of the additional in- spects any other insurance sured;or policy issued to the addi- tional insured, and such 2) The rendering of, or other insurance policy shall failure to render, any be excess and/or noncon- professional architec- tributing, whichever applies, tural, engineering or with this insurance. surveying services, in- cluding: (b) Any insurance provided by this endorsement shall be a) The preparing, primary to other insurance approving or fail- available to the additional ing to prepare or insured except: approve maps, shop drawings, 1) As otherwise provided opinions, reports, in SECTION IV - surveys, field or- COMMERCIAL GEN- ders, change or- ERAL LIABILITY ders or drawings CONDITIONS,5. Other and specifications; Insurance, b. Excess and Insurance;or b) Supervisory, in- 2) For any other valid and spection, archi- collectible insurance tectural or engi- available to the addi- neering activities. tional insured as an additional insured by 3) "Your work" for which a attachment of an en- consolidated (wrap-up) dorsement to another insurance program has insurance policy that is been provided by the written on an excess primecontractor-project basis, In such case, manager or owner of the coverage provided the construction project under this endorse- in which you are in- ment shall also be ex- volved. cess, b. Only with regard to insurance pro- (2) Condition 11. Conformance to vided to an additional insured desig- Specific Written Contract or nated under Paragraph 9.a.(2) Sub- Agreement is hereby added: paragraph (f) above, SECTION III - LIMITS OF INSURANCE is amended 11. Conformance to Specific to include: Written Contract or Agreement The limits applicable to the additional insured are those specified in the With respect to additional written contract or agreement or in insureds described in Para- the Declarations of this Covera,ge graph 9.a.(2)(f)above only: Part,whichever are less. If no limits are specified in the written contract If a written contract or or agreement, or if there is no written agreement between you contract or agreement, the limits ap- and the additional insured plicable to the additional insured are specifies that coverage for those specified in the Declarations of the additional insured: this Coverage Part. The limits of in- a. Be provided by the In- surance are inclusive of and not in surance Services Of- addition to the limits of insurance shown in the Declarations. fire form numberaddi insuredber CG 1 2010 c, SECTION IV - COMMERCIAL GEN- or CG 20 37 (where ERAL LIABILITY CONDITIONS is edition specified);or hereby amended as follows: 0 Include coverage for (1) Condition 5. Other Insurance is completed operations; amended to include: or (a) Where required by a written c. Include coverage for contract or agreement, this "your work"; Insurance is primary and / and where the limits or cov- or noncontributory as re- erage provided to the addi- Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 13 of 15 EXHIBIT C lional insured is more re- 11, of this endorsement fix the strictive than was specifi- most we will pay in any one "oc- cally required in that written currence" regardless of the contract or agreement, the number of: terms of Paragraphs 9.a.(3)(a), 9,a.(3)(b) or 9.b, (a) Insureds; above, or any combination (b) Claims made or "suits" thereof, shall be interpreted brought; or as providing the limits or coverage required by the (c) Persons or organizations terms of the written contract making claims or bring or agreement, but only to "suits", the extent that such limits or coverage is included within (2) Deductible Clause the terms of the Coverage Part to which this endorse- (a) Our obligation to pay dam ment is attached. If, how- ages on your behalf applies ever, the written contract or only to the amount of dam- agreement specifies the In ages for each "occurrence" surance Services Office which are in excess of the additional insured form Deductible amount stated in number CG 20 10 but does Section B. Limits of Insur- not specify which edition, or ance, 11. of this endorse specifies an edition that ment. The limits of insur- does not exist, Paragraphs ance will not be reduced by 9.a.(3)(a) and 9.a.(3)(b) of the application of such De- this endorsement shall not ductible amount, apply and Paragraph 9.b.of (b) Condition 2, Duties In the this endorsement shall ap- Event of Occurrence, Of- Ply. fense, Claim or Suit, ap- 10. Broadened Contractual Liability-Work plies to each claim or "suit" Within 50'of Railroad Property irrespective of the amount. It is hereby agreed that Paragraph f.(1)of (c) We may pay any part or all Definition 12, "Insured contract" (SEC- of the deductible amount to TION V-DEFINITIONS)is deleted. effect settlement of any claim or "suit" and, upon 11. Property Damage to Borrowed Equip- notification of the action ment taken, you shall promptly reimburse us for such part a. The following is hereby added to Ex- of the deductible amount as cluslon j. Damage to Property of has been paid by us. Paragraph 2., Exclusions of SEC- TION I -COVERAGES, COVERAGE 12, Employees as Insureds - Specified A. BODILY INJURY AND PROP- Health Care Services ERTY DAMAGE LIABILITY: It is hereby agreed that Paragraph Paragraphs (3) and (4) of this exclu- 2,a,(1)(d) of SECTION II - WHO IS AN sion do not apply to tools or equip- INSURED, does not apply to your "em- merit loaned to you, provided they ployees" who provide professional health are not being used to perform opera- care services on your behalf as duly li- lions at the time of loss. censed: b. With respect to the insurance pro- a. Nurses; vided by this section of the en b. Emergency Medical Technicians;or dorsement, the following additional provisions apply: c. Paramedics, (1) The Limits of insurance shown in the jurisdiction where an "occurrence" in the Declarations are replaced or offense to which this insurance applies by the limits designated in Sec- takes place. tion B. Limits of Insurance, 11. of this endorsement with respect 13. Broadened Notice of Occurrence to coverage provided by this endorsement. These limits are Paragraph a. of Condition 2. Duties 1n inclusive of and not in addition to the Event of Occurrence, Offense, the limits being replaced. The Claim or Suit(SECTION IV - COMMER- Limits of Insurance shown in CIAL GENERAL LIABILITY CONDI- Section B. Limits of Insurance, Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 14 of 15 EXHIBIT C TIONS) is hereby deleted and replaced (2) The names and addresses of by the following: any injured persons and wit- a. You must see to it that we are noti- nesses; and fied as soon as practicable of an (3) The nature and location of any "occurrence" or an offense which injury or damage arising out of may result in a claim. To the extent the"occurrence"or offense. possible,notice should include: This requirement applies only when (1) How, when and where the "oc- the "occurrence" or offense is known currence"or offense took place; to an "authorized representative". Includes copyrighted material of Insurance GA 233 02 07 Services Of fice,Inc.,with its permission. Page 15 of 15 EXHIBIT C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 12/20/2016 EBA 005 00 94 Named Insured: KIM Commercial,Inc.dba Victory Building Team Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Cover- age, I. Who is an Insured is amended to include as an insured any person or organization with which you have agreed in a valid written contract to provide insurance as is afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury"or"property damage". AA 4171 11 05 EXHIBIT C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION - AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 12/20/2016 EBA 005 00 94 Named Insured: KIM Commercial,Inc.dba Victory Building Team Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation of payments we make for "bodily injury" or SECTION IV - BUSINESS AUTO CONDI- "property damage"arising out of the operation of a covered "auto" when you have assumed TIONS, A. Loss Conditions, 5. Transfer of liability for such "bodily injury" or "property Rights of Recovery Against Others to Us is pro- amended by the addition of the following: damage" under an "insured contract",vided the "bodily injury" or"property damage" We waive any right of recovery we may have occurs subsequent to the execution of the"in- against any person or organization because sured contract". • AA41720909 00 30 05 City of Corpus Christi Disclosure of Interest EXHIBIT D CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, 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 reverse side for Filing Requirements,Certifications and definitions. COMPANY NAME: Valls Wildcat II, LLC. STREET P.O. BOX: 2505 ADDRESS 210 S. Carancahua, Suite 600 CITY: Corpus Christi,Texas STATE: ZIP: 78403 FIRM IS: 1. Corporation X 2. Partnership 3. Sole Owner ❑ 4. Association ❑ 5. Other _ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Board,Commission or Committee N/A 4. State the names of each employee or officer of a"consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Consultant N/A City of Corpus Christi 00 30 05 — 1 [Insert Project Name and Number] Rev 01-13-2016 EXHIBIT D 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 I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as ch. ges occur. Certifying Person: Richard R.Valls,Jr. Title: Manager (Type or Print) Signature of Certifying Person: /— .- Date: March 15, 2018 (Y DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. 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 of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. 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. City of Corpus Christi 00 30 05 — 1 [Insert Project Name and Number] Rev 01-13-2016 Doct --)C1 1 804 1 68-? ;1: Pages 36 09/25/2018 9;38AM Official Records of NUECES COUNTY KARA SANDS COUNTY CLERK Fees $151.00 Any nrovision herein which restricts the Sule? Rental or use of the described REAL PROPERTY because of Race, Color, Rel iyion: Sex, Hand icap, Familial Status: or National Orkin is invalid and unenforceable under FEDERAL LAW, 3/12/89, STATE OF TEXAS COUNTY OF NUECES I hereby certify that this instrument was FILED in file number senuence on the date and at the time stomned herein by me, and was duly RECORDED in the Official Public Records of Nueces County, Texas KARA SANDS ��. /4 � "-� �u�— _p������l�`�1 Attention: City of Corpus Christi /Development Services v 2406 Leopard St., Ste. 100 (78408) P. 0. Box 9277 Corpus Christi, TX 78469-9277 I/As // bW/i LYN' P,' 1 / 3 (i - 3a1-9 v I,a rytsi KJ- nn 4eCeived OCT Deveitpurent Benito,,.