Arboricultural Specialties, Inc
dba The Professional Tree Care Company 1 Version 04-22-24
SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this day of , 20 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation and ARBORICULTURAL SPECIALTIES, INC. dba THE PROFESSIONAL TREE CARE COMPANY whose address is 2828 8 th STREET, BERKELEY CA 94710 (“Provider” ), in reference to the following facts and circumstances:
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. The City is in need of the following services: Tree Planting. City staff issued an RFP on
JANUARY
24, 2025, and after a submittal period of 13 days received 6 of timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider that best meets the City’s needs
C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
D. Whereas, the City Council authorized the City Manager to execute this Agreement on March 18, 2025 .
E. The City and Provider desire to enter into an agreement for five years, upon the terms and conditions herein.
AGRE
EMENT
NOW,
THEREFORE, in consideration of the foregoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
1. TERM:
The term of this Agreement shall commence on the day of 20 , and shall terminate on the 30th day of June 2029, unless terminated earlier as set forth herein.
With the exception that the compensation shall be adjusted by the Construction Cost Index for the San Francisco Bay Area as reported in the Engineering News Record for the previous calendar year for the trade(s) associated with the services or tasks.
SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Exhibit 1
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dba The Professional Tree Care Company 2 Version 04-22-24 in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
2. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference .
Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B. b. If you wish to encumber department funds for the aggregate amount of the contract compensation, then state: The total five -year compensation for this A greement shall not exceed $951,198.05. Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.
If the compensation is to be encumbered annually, but in different amounts because of an escalator then state: Compensation for work done under this Agreement, shall not exceed as follows:
FY 24-25 total compensation shall not exceed $ 179,162.50 FY 25-26 total compensation shall not exceed $ 184,537.38 FY 26-27 total compensation shall not exceed $ 190,073.50 FY 27-28 total compensation shall not exceed $ 195,755.70 FY 28-29 total compensation shall not exceed $ 201,648.97 Total five-year compensation shall not exceed $ 951,198.05 Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.
3. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
4. STANDARD OF CARE:
Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.
Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 3 Version 04-22-24 caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any ser vices under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
5. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its emp loyees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.
6. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
7. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities . Such non- discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
8. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 4 Version 04-22-24 damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this Agreement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.
Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.
9. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections
10.b. (1) through (3). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 5 Version 04-22-24 b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit d eclarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.
As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 6 Version 04-22-24 may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additi onal insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
Additional Insured coverage under Provider’s policy shall be primary and non- contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance cove rage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimu m coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full.
10. CONFLICT OF INTEREST:
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 7 Version 04-22-24 Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
11. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
12. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub - providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub -provider shall be required to furnish proof of workers ’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
13. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 8 Version 04-22-24 required in connection with the performance of the services and tasks hereunder.
14. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
15. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement , as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records , and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’ s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
16. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service ; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 9 Version 04-22-24 deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
Public Works Department
950 West Mall Square, Suite 110
Alameda, CA 94501
Attention: Jesse Barajas, Project Manager II
Ph: (510) 747-7900 / FAX (510) 769-6030
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
The Professional Tree Care Company, Inc.
2828 8
th Street
Berkeley, CA 94710
ATTENTION: Charles Slesinger, Bid Coordinator
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Public Works Department
950 West Mall Square, Suite 110
Alameda, CA 94501
ATTENTION: Jeannette Navarro, Executive Assistant
Ph: (510) 747-7930 / [email protected]
17. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider , including the safety of all persons and property during performance of the services and tasks under this Agreement . This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all s afety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirement s will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
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dba The Professional Tree Care Company 10 Version 04-22-24 b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a writte n report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (i ii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
18. TERMINATION:
1) In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. 2) The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
3) Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
19. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
20. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.
21. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 11 Version 04-22-24 same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
22. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
23. WAIVER:
A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
24. INTEGRATED CONTRACT:
Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein . This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES:
Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as d efined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.
Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
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dba The Professional Tree Care Company 12 Version 04-22-24
27. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND
PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS:
a. For purposes of Sections 27 through 29 of this Agreement, the terms “ claim”, “contractor”, “public works project” and “s ubcontractor” shall have the same meanings set forth in Public Contract Code Section 9204.
b. No contractor or subcontractor may be listed on a bid proposal for a public works project, nor engage in the performance of any public work contract, unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 (with the limited exceptions for certaion bids pursuant to Labor code Section 1771.1(a)). Registration instructions may be found at the following website:
https://www.dir.ca.gov/Public-Works/Contractor-
Registration.html
c. All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner at the following website :
https://www.dir.ca.gov/Public-
Works/Certified-Payroll-Reporting.html
d. Contractor is required to all post job site notices as prescribed by State law. (See 8 Cal. Code Regs, § 16451(d).)
e. In executing this Agreement, Contractor acknowledges and agrees that
f. the work authorized by this Agreement may be subject to compliance monitoring and enforcement by the Department of Industrial Relations.
28. REGISTRATION OF CONTRACTORS:
Before submitting bids for any work authorized by this Agreement , contractors shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California.
29. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY:
Notwithstanding anything else to the contrary stated in the Information For Bidders (IFB) or other documents associated with this Agreement, all claims, regardless of dollar amount, submitted between January 1, 2017 and January 1, 2027 related to work performed or scheduled to be performed pursuant to this Agreement shall be governed by Public Contract Code Section 9204 and this section. The following provisions and procedures shall apply:
a. Contractor shall submit each Claim (whether for a time extension, payment for money or damages) in writing and in compliance with Public Contract Code Section 9204.
Contractor must include reasonable documentation to support each claim.
b. Upon receipt of a claim, the City shall conduct a reasonable review and respond in writing within 45 days of receipt and shall identify in a written statement what portions of the claim are disputed and undisputed. Undisputed portions of the c laim shall be process and paid Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
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dba The Professional Tree Care Company 13 Version 04-22-24 within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The City and Contractor may mutually agree to extend the 45 day response time.
c. If the City needs approval from the City Council to provide a written statement, the 45 days may be extended to 3 days following the next duly noticed public meeting pursuant to Public Contract Code Section 9204(d)(1)(C).
d. If the City fails to timely respond to a c laim or if Contractor disputes the City’s response, Contractor may submit a written demand for an informal meet and confer conference with the City to settle the issues in dispute. The demand must be sent via registered or certified mail, return receipt requested. Upon receipt, the City shall schedule the conference within 30 days.
e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a written statement describing any issues remaining in dispute and that portion which is undisputed. Undisputed portions of the c laim shall be process ed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The issues remaining in dispute shall be submitted to non-binding mediation. If the City and Contractor mutual ly agree on a mediator, each party shall pay equal portions of all associated costs. If within 10 business days, the City and Contractor cannot agree on a mediator, each party shall select a mediator (paying all costs associated with their selected mediator), and those mediators shall select a qualified neutral third party to mediate the disputed issues. The City and Contractor shall pay equal portions of all associated costs of such third party mediator.
f. Unless otherwise agreed by the City and Contractor, any mediation conducted hereunder shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has commenced.
g. The City reserves all rights and remedies that it has pursuant to this Agreement, any associated plans and specification s, or at law or in equity which are not in conflict with Public Contract Code 9204.
30. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
31. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by fax, PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
32. SIGNATORY:
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Arboricultural Specialties, Inc
dba The Professional Tree Care Company 14 Version 04-22-24 By signing this A greement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
33. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.
34. MULCH PROCUREMENT REQUIREMENTS
Providers of landscaping maintenance, renovation, and construction shall:
a. Use compost and SB 1383 eligible mulch, as practicable, produced from recovered organic waste, for all landscaping renovations, construction, or maintenance performed for the City, whenever available, and capable of meeting quality standards and criteria specified. SB 1383 eligible mulch used for land application shall comply with 14 CCR, Division 7, Chapter 12, Article 12 and must meet or exceed the physical contamination, maximum metal concentration and pathogen density standards specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3). b. Maintain the following records for compost and SB 1383 eligible mulch and submit to the City upon request:
(1) General description of how and where the product was used and applied; (2) Source of product, including name, physical location, and contact information for each entity, operation, or facility from whom the compost and/or SB 1383 eligible mulch were procured;
(3) Type of product
(4) Quantity of each product; and,
Invoice or other record demonstrating purchase or procurement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 23A64ABC-41CA-49BD-BC6C-2FB7D5E9EE30
IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
ARBORICULTURAL
SPECIALTIES, INC.
dba THE PROFESSIONAL
TREE CARE COMPANY a
California Inc.,
Justin Park
Bid Coordinator & Authorized
Signer
CITY OF ALAMEDA,
a municipal corporation
Jennifer Ott
City Manager
RECOMMENDED FOR APPROVAL
Erin Smith
Public Works Director
APPROVED AS TO FORM:
City Attorney
Len Aslanian
Assistant City Attorney
Arboricultural Specialties, Inc.
The Professional Tree Care Company Version 04-22-24
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Arboricultural Specialties, Inc
dba The Professional Tree Care Company 17 Version 04-22-24
EXHIBIT A
SCOPE OF SERVICES - CITY OF ALAMEDA TREE PLANTING
WORK TO BE DONE
Contractor will provide labor, materials, services, skills, supervision, and necessary tools and equipment to plant and provide initial tree watering for new trees in existing vacant sites throughout Alameda. Contractor shall have the capability to perform and complete the services in all respects in accordance with the solicitation documents. Contractor hereby warrants that all services shall be performed in a timely and first -class workmanlike manner. Contractor shall keep the property free and clear at all times of excess materials, debris and equipment. Contractor shall provide the following services within the boundaries of each facility. The scope of work in this section includes, but is not limited to, the following:
1. Locate, purchase, deliver and install all specified trees.
2. Water all specified plants.
3. Mulch, fertilize, stake, and prune all specified trees.
4. Maintenance of all specified Trees until the beginning of the warranty period.
5. Plant warranty.
6. Clean up and disposal of all excess and surplus material.
7. Maintenance of all specified trees during the warranty period.
8. Correction of Work
9. Protection of Work, Property and Person.
10. Project Management
a. Changes in Work
b. Stakeholder Management
c. Risk Management
1. Locate, Purchase, Deliver and Install all Specified Trees Locate
It is the responsibility of the contractor to notify the Underground Service Alert (USA) and administer the Master Street Tree Plan 2009 Appendix 3 Preferred Distances between City Infrastructure and Replacement Trees (page 138). Notify the Owner's Representative, in writing, of any circumstances that would negatively impact the health of plantings. Do not proceed with work until unsatisfactory conditions have been corrected.
Purchase
The City will procure/provide the required trees and have them delivered to the agreed venue.
The contractor, along with the Project Manager, will receive the trees and secure them, label them and maintain them during the staging period.
All other tree planting supplies will be the responsibility of the contractor, including the following:
1. Tree stakes- 2" by 8' treated lodge poles, two per tree.
2. Tree ties/straps- Recycled tire straps or equivalent
3. Root Barrier- 6' by 1' Deep Root poly panels or equivalent/tree Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Arboricultural Specialties, Inc
dba The Professional Tree Care Company 18 Version 04-22-24
4. Loamy Sand Planting Soil- Planting soil for all trees to fill twice the width of the nursery tree container.
5. Fertilizer Starter Tablets- Per manufacturer recommendations per tree at newly planting site.
6. Gator Bags- One per tree 15-gal volume.
7. Mulch - Top dressing and berm development for watering post tree planting.
8. 3' corrugated pipe with gravel- Vertical installation to promote deep watering and root development, installed with pea gravel.
9. Tree Trunk Guard- Install on all trees to protect from mower/mechanical damage.
Delivery and Installation of all Specified Trees
In coordination with the Project Manager the tree delivery will be received and managed by the contractor. It is the responsibility of the contractor to ensure that trees are earmarked/labeled to the approved address and species.
2. Water all Specified Plants
Water trees immediately after tree planting and installation of Gator Water bags or equivalents thereafter to be filled at every site visit in addition to filling the water berm. Water is to take place at a minimum of once per week following the process note above and filling the water bag at every visit.
3. Mulch, Fertilize, Stake, and Prune all Specified Trees Install two tree stakes per tree parallel and below tree canopy with proper adjusted ties to keep vertical. Post or Pre -planting install tree tablets per manufacturer directions while only removing/pruning damaged lateral branches.
4. Maintenance of All Specified Trees until Warranty Period Warranty period is to commence once all trees are planted and the Project Manager has accepted all conditions including but not limited to stakeholder feedback, damage corrections and risk mitigations. Corrective work will also be addressed prior to the beginning of the warranty period.
Pre-Maintenance including watering, stake adjustments, site and debris removal.
5. Plant Warranty
One year of tree replacement warranty is required at the contractor's cost. Dead or declining or poor performing trees are warranty for full replacement including labor, purchase and all materials required to plant new trees.
6. Clean up and Disposal of all excess and surplus material During installation, keep the site free of trash, pavements reasonably clean and work area in an orderly condition at the end of each day. Remove trash and debris in containers from the site no less than once a week.
a) Immediately clean up any spilled or tracked soil, fuel, oil, trash or debris deposited by the Contractor from all surfaces within the project or on public right of ways and neighboring property.
Once installation is complete, wash all soil from pavements and other structures. Ensure that mulch is confined to planting beds and that all tags and flagging tape are removed from the site.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Arboricultural Specialties, Inc
dba The Professional Tree Care Company 19 Version 04-22-24
b) Make all repairs to grades, ruts, and damage by the plant installer to the work or other work at the site.
c) Remove and dispose of all excess planting soil, subsoil, mulch, plants, packaging, and other material brought to the site by the Contractor.
7. Maintenance of all Specified Trees during the warranty period During the warranty period, provide all maintenance for all plantings to keep the plants in a healthy state and the planting areas clean and neat.
a. General requirements:
1. All work shall be undertaken by trained planting crews under the supervision of a foreman with a minimum of 5 years’ experience supervising commercial plant maintenance crews.
2. All chemical and fertilizer applications shall be made by licensed applicators for the type of chemicals to be used. All work and chemical use shall comply with all applicable local, provincial and federal requirements.
3. Assure that hoses and watering equipment and other maintenance equipment do not block paths or be placed in a manner that may create tripping hazards.
Use standard safety warning barriers and other procedures to maintain the site in a safe manner for visitors at all times.
4. All workers shall wear required safety equipment and apparel appropriate for the tasks being undertaken.
5. The Contractor shall not store maintenance equipment at the site at times when they are not in use unless authorized in writing by the Project Manager.
6. Maintain a detailed log of all maintenance activities including types of tasks, date of task, types and quantities of materials and products used, watering times and amounts, and number of each crew. Periodically review the logs with the Project Manager and submit a copy of the logs at the end of each year of the maintenance agreement.
7. Meet with the Project Manager a minimum of three times a year to review the progress and discuss any changes that are needed in the maintenance program.
At the end of the warranty period attend a handover meeting to formally transfer the responsibilities of maintenance to the Owner's Representative.
Provide all information on past maintenance activities and provide a list of critical tasks that will be needed over the next 12 months.
b. Provide the following maintenance tasks:
1. Watering: Provide all water required to keep soil within and around the root balls at optimum moisture content for plant growth.
a. Maintain all watering systems and equipment and keep them operational.
b. Monitor soil moisture to provide sufficient water. Check soil moisture and root ball moisture with a soil moisture meter on a regular basis and record moisture readings. Do not over water.
2. Plant pruning: Remove cross over branching, shorten or remove developing co dominant leaders, dead wood and winter-damaged branches. Unless directed by the Project Manager, do not shear plants or make heading cuts.
3. Restore plants: Reset any plants that have settled or are leaning as soon as the Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Arboricultural Specialties, Inc
dba The Professional Tree Care Company 20 Version 04-22-24 condition is noticed.
4. Staking: Remove tree staking after the first full growing season unless directed by Owner's Representative.
5. Weed control: Keep all beds free of weeds. Hand-remove all weeds and any plants that do not appear on the planting plan. Chemical weed control is permitted only with the approval of the Owner's Representative. Schedule weeding as needed but not less 12 times per year.
6. Trash removal: Remove all trash and debris from all planting beds and maintain the beds in a neat and tidy appearance. The number of trash and debris removal visits shall be no less than 12 times per year and may coincide with other maintenance visits.
7. Tree replacement: Replace all Trees that are defective as defined in the warranty provisions, as soon as the plant decline is obvious and in suitable weather and season for planting as outlined in above sections. Trees that become defective during the maintenance period shall be covered and replaced under the warranty provisions.
8. Mulch: Refresh mulch once a year to maintain complete coverage but do not over mulch. At no time shall the overall mulch thickness be greater than 4 inches. Do not apply mulch within 6 inches of the trunks or stems of any plants. Replacement mulch shall meet the requirements of the original approved material. Mulch shall be no more than one inch on top of the root ball surface.
9. Damage from site use: Repair of damage by site visitors and events, beyond normal wear, are not part of this maintenance. The Owner's Representative may request that the Contractor repair damaged beds or plantings for an additional cost. All additional work shall be approved in advance by the Owner's Representative.
8. Correction of Work
The Contractor, at their own cost, shall re -execute any work that fails to conform to the requirements of the contract and shall remedy defects due to faulty materials or workmanship upon written notice from the Project Manager, at the soonest possible tim e that can be coordinated with other work and seasonal weather demands.
9. Protection of Work, Property and Person
The Contractor shall adequately protect the work, adjacent property, and the public, and shall be responsible for any damages or injury due to his/her actions.
10. Project Management, Changes in Work, Stakeholder, Risk Management a. The Director of Public Works may order changes in the work, and the contract sum should be adjusted accordingly. All such orders and adjustments plus claims by the Contractor for extra compensation must be made and approved in writing before executing the work involved.
b. All changes in the work, notifications and contractor's request for information (RFI) shall conform to the contract general condition requirements. c. Stakeholder Management is a vital responsibility of the contractor, in coordination with the Project Manager stakeholders will receive communication accordingly.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Arboricultural Specialties, Inc
dba The Professional Tree Care Company 21 Version 04-22-24 d. Risk Management will be addressed in cooperation with the Project Manager but the responsibility to mitigate the issues related to work performed is the responsibility of the contractor.
END OF WARRANTY FINAL ACCEPTANCE I MAINTENANCE OBSERVATION At the end of the Warranty and Maintenance period the Project Manager shall observe the work and establish that all provisions of the contract are complete, and the work is satisfactory. i. If the work is satisfactory, the maintenance period will end on the date of the final observation.
ii. If the work is deemed unsatisfactory, the maintenance period will continue at no additional expense to the Owner until the work has been completed, observed, and approved by the Owner's Representative.
FAILURE TO PASS OBSERVATION: If the work fails to pass final observation, any subsequent observations must be rescheduled as per above Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Arboricultural Specialties, Inc
dba The Professional Tree Care Company 22 Version 04-22-24 EXHIBIT B: Pricing Schedule- Tree Planting
The following outlines the pricing structure for the City of Alameda Tree Planting project, encompassing tree planting, maintenance, and optional tree purchase.
Item
#
Description Unit Price Quantity Total
1 Tree Planting: Planting of 350,15-
Gallon Nursery Stock (City
Provided - ANSI Z60.1 - 2004).
Includes all conditions, warranties,
and work outlined in Appendix A,
site preparation, weekly watering,
and site maintenance.
$395.00 350 $138,250.00
2 Supplemental Tree Watering: Site
maintenance, post -planting stake
adjustments, and weekly watering
for 350, 15- Gallon Nursery Trees
(12 additional months of total
watering). Includes all conditions,
warranties, and work outlined in
Appendix A.
$70.00 350 $24,500.00
Add Alternate 1: Single – Cost 15-
Gallon Nursery Stock Tree Purchase
(ANSI Z60.1-2004)
3 Per Tree $125.00 1 $125.00
TOTAL BID $162,875.00
TOTAL BID Written ln Words One Hundred, Sixty -Two Thousand Eight Hundred and Seventy-Five Dollars
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 23A64ABC-41CA-49BD-BC6C-2FB7D5E9EE30 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 2/13/2025
Cook, Disharoon & Greathouse, Inc.
16 Bryson Drive
Sutter Creek CA 95685
Danielle Kaiser
(510)437-1900 (510)437-1979
[email protected]
Arboricultural Specialties, Inc.
DBA: The Professional Tree Care Company
2828 8th Street
Berkeley CA 94710
Hartford Fire Insurance Company 19682
MS Transverse Specialty Insurance Company41807
HDI Specialty Insurance Company 16131
Cypress Insurance Company 10855
Gotham Insurance Company 25569
Endurance American Specialty 10641
CL248817904
A
X
X
X
X 57UUNSR2GCT 8/4/2024 8/4/2025
1,000,000
300,000
10,000
1,000,000
2,000,000
2,000,000
B
X
X
X
X TSRSCA000013100 8/4/2024 8/4/2025
1,000,000
C X
XLXD6131001S 6/6/2024 8/4/2025
5,000,000
5,000,000
D Y
ARWC556657 8/4/2024 8/4/2025
X
1,000,000
1,000,000
1,000,000
E Excess Liability EX202400005079 8/4/2024 2/5/2025 Each Occ & Aggregate $5,000,000 F Excess Liability Auto EXT30065753400 8/4/2024 8/4/2025 Each Occ & Aggregate $1,000,000 Re: Urban Forest Tree Planting Services.
City of Alameda
Public Works Department
950 West Mall Square #110
Alameda, CA 94501
[email protected]
Danielle Kaiser/DK
Y
The ACORD name and logo are registered marks of ACORD
CERTIFICATE HOLDER
© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01)
AUTHORIZED REPRESENTATIVE
CANCELLATION
DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
LOCJECT
PRO-POLICY
GEN'L AGGREGATE LIMIT APPLIES PER:
OCCURCLAIMS-MADE
COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence) $
DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$RETENTIONDED
CLAIMS-MADE
OCCUR
$
AGGREGATE $
EACH OCCURRENCE $UMBRELLA LIAB
EXCESS LIAB
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR
LTR TYPE OF INSURANCE POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY) LIMITS
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$
ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under
DESCRIPTION OF OPERATIONS below
(Mandatory in NH)
OFFICER/MEMBER EXCLUDED?
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
HIRED AUTOS
NON-OWNED
AUTOS AUTOS
AUTOS
COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE $
$
$
$
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.
INSD
ADDL
WVD
SUBR
N / A
$
$
(Ea accident)
(Per accident)
OTHER:
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).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
INSURED
PHONE
(A/C, No, Ext):
PRODUCER
ADDRESS:
E-MAIL
FAX
(A/C, No):
CONTACT
NAME:
NAIC #
INSURER A :
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
INSURER(S) AFFORDING COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INS025 (201401)
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 2/24/2025
City of Alameda, its City Council, boards and commisions, officials, employees, agents & volunteers are listed as additional insureds with respects to General Liability, including Primary and Non Contributory policy forms #HG0001 0916 & #CG2026. Auto Liability policy form #CA2048 1013. Waiver of Subrogation applies to Workers Compensation Liability policy form #WC9904 10C, as per written contract between Named Insured & Additional Insured.
Excess coverage follows form. 30 day cancellation notice applies.
COMMENTS/REMARKS
COPYRIGHT 2000, AMS SERVICES INC.OFREMARK
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 POLICY NUMBER: COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsemen t, the provisions of the Coverage Form apply unless modified by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Cove rage Form. This endorsement does not alter coverage provided in the Coverage Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured:
Endorsement Effective Date:
SCHEDULE
Name Of Person(s) Or Organization(s):
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II –
Covered Autos Liability Co verage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I – Covered Autos
Coverages of the Auto Dealers Coverage Form.
Policy # TSRSCA000013100
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Policy #57UUNSR2GCT
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Endorsement Effective: Policy No.: Insured:
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C(Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIABLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that youperform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manualpremium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculatedcharge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket WaiverAny person or organization for whom the Named Insured hasagreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) 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 No.:Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job DescriptionAll CA Operations
Cypress Insurance CompanyARWC55665711396.0008/04/2024
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 POLICY NUMBER: 57UUNSR2GCT COMMERCIAL GENERAL LIABILITYCG 20 26 04 13THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CG 20 26 04 13© Insurance Services Office, Inc., 2012Page 1 of 1 ADDITIONAL INSURED - DESIGNATEDPERSON OR ORGANIZATIONThis endorsement modifies insurance provided under the following:COMMERCIAL GENERAL LIABILITY COVERAGE PARTSCHEDULEName Of Additional Insured Person(s) Or Organization(s):AS REQUIRED BY WRITTEN CONTRACTInformation required to complete this Schedule, if not shown above, will be shown in the Declarations.A.SectionII–WhoIsAnInsuredis amended toinclude as an additional insured the person(s) ororganization(s) shown in the Schedule, but only withrespect to liability for "bodily injury", "propertydamage" or "personal and advertising injury" caused,in whole or in part, by your acts or omissions or theacts or omissions of those acting on your behalf:1.In the performance of your ongoing operations; or2.In connection with your premises owned by orrented to you.However:1.The insurance afforded to such additional insuredonly applies to the extent permitted by law; and2.If coverage provided to the additional insured isrequired by a contract or agreement, theinsurance afforded to such additional insured willnot be broader than that which you are requiredby the contract or agreement to provide for suchadditional insured.B.With respect to the insurance afforded to theseadditional insureds, the following is added toSectionIII – Limits Of Insurance:If coverage provided to the additional insured isrequired by a contract or agreement, the most we willpay on behalf of the additional insured is the amountof insurance:1.Required by the contract or agreement; or2.Available under the applicable Limits of Insuranceshown in the Declarations;whichever is less.This endorsement shall not increase the applicableLimits of Insurance shown in the Declarations.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Named Insured: Arboricultural Specialties, Inc. (Corp) Policy #: EX202400005079Policy Period: 06-06-2024 to 08-04-2025IL 0001 (0122) SIGNATURE PAGEIn witness whereof, Gotham Insurance Company has caused this policy to be signed by its ChiefExecutive Officer and Secretary.2024-08-16T14:27:51.483 Jonathan Ritz Erin Brennan BagleyChief Executive Officer Secretary Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 3Copyright, ISO Commercial Risk Services, Inc., 1983 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.POLICY CHANGESPolicy Change Number 1POLICY NUMBEREX202400005079POLICY CHANGES EFFECTIVE08/04/2024 Processed on date: 08/16/2024 COMPANYGotham Insurance CompanyNAMED INSUREDArboricultural Specialties, Inc. (Corp)AUTHORIZED REPRESENTATIVERSG Specialty, LLCCOVERAGE PARTS AFFECTED Commercial Excess LiabilityCHANGESIn consideration of the additional premium shown, it is understood and agreed that the policy is amended as follows: The following policy limits are amended:Each Occurrence Limit:$5,000,000General Aggregate Limit:$5,000,000 The following underlying coverage exposure is deleted: Employers Liability The following underlying Business Auto policy is amended:Policy Number: TSRSCA0000131-00Description: ALCarrier Name: MS Transverse Specialty Insurance CompanyEffective Date: 08/04/2024Expiration Date: 08/04/2025 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 2 of 3Copyright, ISO Commercial Risk Services, Inc., 1983 The following underlying Commercial General Liability policy is amended:Policy Number: 57UUNSR2GCTDescription: GLCarrier Name: Hartford Fire Insurance CompanyEffective Date: 08/04/2024Expiration Date: 08/04/2025 The following underlying Excess Liability policies are amended:Policy Number: EXT30065753400Description: UL - Endurance American Specialty Insurance CompanyCarrier Name: Endurance American Specialty Insurance CompanyEffective Date: 08/04/2024Expiration Date: 08/04/2025 Policy Number: XLXD6131001SDescription: Controlling UL - HDI Specialty Insurance CompanyCarrier Name: HDI Specialty Insurance CompanyEffective Date: 08/04/2024Expiration Date: 08/04/2025 All other terms and conditions remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 HS IL SU 4003 (02 20)
Loss Notification
To report a claim 24 hours a day, 7 days a week, please contact us as soon as practicable for further assistance:
Telephone: 1-866-484-2053
Fax: 1-866-477-8502
Email: [email protected]
POLICY JACKET, DECLARATIONS PAGE, FORMS AND ENDORSEMENTS COMPLETE THIS POLICY
HDI SPECIALTY INSURANCE COMPANY
AN ILLINOIS CORPORATION
161 NORTH CLARK STREET , 48TH FLOOR
CHICAGO, IL 60601
312-580-1900
COMMERCIAL LINES POLICY
FOR
Arboricultural Specialties, Inc.
POLICY # XLXD6131001S
POLICY PERIOD: 8/4/2024 to 8/4/2025
Underwriting Team:
Evan Friel – Underwriter
Tiffany Schuld – Underwriting Assistant
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
POLICY NUMBER: XLXD6131001S
HS XS SU 3005 (04 18) Includes copyrighted material of
Insurance Services Office, Inc., with its permission
COMMERCIAL EXCESS LIABILITY DECLARATIONS
Company Name: HDI Specialty Insurance Company
Producer Name: RT Specialty
44 Montgomery Street
Suite 2000
San Francisco, CA 94104
Named Insured(s): Arboricultural Specialties, Inc.
Mailing Address: 2828 8th Street
Berkeley, CA 94710
Policy Period
From: 8/4/2024
To: 8/4/2025 At 12:01 AM (Standard Time at your mailing address shown above)
IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE TO PROVIDE YOU WITH THE INSURANCE AS STATED IN THIS POLICY.
Excess Policy – Limits Of Insurance
Each Occurrence Limit $ 5,000,000
Aggregate Limit $ 5,000,000
Products – Completed Operations Aggregate Limit $ 5,000,000
Excess Policy – Premium
Premium (including premium subject to audit) $ 487,500 TRIA Premium (if applicable) $ Rejected
Premium Shown Is Payable:
At Inception $ 487,500
At Each Anniversary (if policy period is more than
one year and premium is paid in annual installments.) $ N/A Audit Period
(If Applicable)
☐ Annually ☐ Semiannually ☐ Quarterly ☐ Policy Period
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
POLICY NUMBER: XLXD6131001S
HS XS SU 3005 (04 18) Includes copyrighted material of
Insurance Services Office, Inc., with its permission
Endorsements Attached To The Excess Policy
Refer to the Forms and Endorsements Schedule
Schedule Of Controlling Underlying Insurance
Commercial
General
Liability
Type Of Coverage:
☒ Occurrence ☐ Claims-made
Company: Hartford Casualty Insurance Company
Policy Number: 57UUNSR2GCT
Policy Period: From: 8/4/2024 To: 8/4/2025
Limits Of Insurance:
Each Occurrence $ 1,000,000
General Aggregate $ 2,000,000
Products-completed Operations Aggregate $ 2,000,000
Personal And Advertising Injury $ 1,000,000 Any one person or organization Defense Expenses: ☐ Inside Limits ☒ Outside Limits
Excess
Liability –
Auto
Liability
Only
Type Of Coverage: ☒ Occurrence ☐ Claims-made
Company: Endurance American Specialty Insurance Company Policy Number: EXT30065753400
Policy Period: From: 8/4/2024 To: 8/4/2025
Limits Of Insurance:
Each Occurrence Limit $ 1,000,000
Aggregate Limit $ 1,000,000
Defense Expenses: ☐ Inside Limits ☒ Outside Limits
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
CX 00 01 04 13
CX 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 5
COMMERCIAL EXCESS LIABILITY COVERAGE FORM
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 "our" refer to the company providing this
insurance. The word "insured" means any person or
organization qualifying as such under the "controlling
underlying insurance".
Other words and phrases that appear in quotation
marks in this Coverage Part have special meaning.
Refer to Section IV – Definitions. Other words and
phrases that are not defined under this Coverage Part
but defined in the "controlling underlying insurance"
will have the meaning descr ibed in the policy of
"controlling underlying insurance".
The insurance provided under this Coverage Part will
follow the same provisions, exclusions and limitations
that are contained in the applicable "controlling
underlying insurance", unless otherwise directed by
this insurance. To the extent such provisions differ or conflict, the provisions of this Coverage Part will
apply. However, the coverage provided under this
Coverage Part will not be broader than that provided
by the applicable "controlling underlying insurance".
There may be more than one "controlling underlying
insurance" listed in the Declarations and provisions in those policies conflict, and which are not superseded
by the provisions of this Coverage Part. In such a
case, the provisions, exclusions and limitations of the "controlling underlying insurance" applicable to the
particular "event" for which a claim is made or suit is brought will apply.
SECTION I – COVERAGES
1. Insuring Agreement
a. We will pay on behalf of the insured the
"ultimate net loss" in excess of the "retained
limit" because of "injury or damage" to which
insurance provided under this Coverage Part
applies.
We will have the right and duty to defend the
insured against any suit seeking damages for
such "injury or damage" when the applicable
limits of "controlling underlying insurance" have
been exhausted in accordance with the
provisions of such "controlling underlying
insurance".
When we have no duty to defend, we will have
the right to defend, or to participate in the
defense of, the insured against any other suit
seeking damages for "injury or damage".
However, we will have no duty to defend the
insured against any suit seeking damages for
which insurance under this policy does not
apply.
At our discretion, we may investigate any
"event" that may involve this insurance and
settle any resultant claim or suit, for which we
have the duty to defend.
But:
(1) The amount we will pay for "ultimate net
loss" is limited as described in Section II –
Limits Of Insurance; and
(2) Our right and duty to defend ends when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under this Coverage Part.
However, if the policy of "controlling
underlying insurance" specifies that limits
are reduced by defense expenses, our right
and duty to defend ends when we have
used up the applicable limit of insurance in
the payment of defense expenses,
judgments or settlements under this
Coverage Part.
b. This insurance applies to "injury or damage"
that is subject to an applicable "retained limit".
If any other limit, such as, a sublimit, is
specified in the "controlling underlying
insurance", this insurance does not apply to
"injury or damage" arising out of that exposure
unless that limit is specified in the Declarations
under the Schedule of "controlling underlying
insurance".
c. If the "controlling underlying insurance"
requires, for a particular claim, that the "injury
or damage" occur during its policy period in
order for that coverage to apply, then this
insurance will only apply to that "injury or
damage" if it occurs during the policy period of
this Coverage Part. If the "controlling
underlying insurance" requires that the "event"
causing the particular "injury or damage" takes
place during its policy period in order for that
coverage to apply, then this insurance will
apply to the claim only if the "event" causing
that "injury or damage" takes place during the
policy period of this Coverage Part.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
d. Any additional insured under any policy of
"controlling underlying insurance" will
automatically be an additional insured under
this insurance. If coverage provided to the
additional insured is required by a contract or
agreement, the most we will pay on behalf of
the additional insured is the amount of
insurance required by the contract, less any
amounts payable by any "controlling underlying
insurance".
Additional insured coverage provided by this
insurance will not be broader than coverage
provided by the "controlling underlying
insurance".
2. Exclusions
The following exclusions, and any other exclusions
added by endorsement, apply to this Coverage
Part. In addition, the exclusions applicable to any
"controlling underlying insurance" apply to this
insurance unless superseded by the following
exclusions, or superseded by any other exclusions
added by endorsement to this Coverage Part.
Insurance provided under this Coverage Part does
not apply to:
a. Medical Payments
Medical payments coverage or expenses that
are provided without regard to fault, whether or
not provided by the applicable "controlling
underlying insurance".
b. Auto
Any loss, cost or expense payable under or
resulting from any of the following auto
coverages:
(1) First-party physical damage coverage;
(2) No-fault coverage;
(3) Personal injury protection or auto medical
payments coverage; or
(4) Uninsured or underinsured motorists
coverage.
c. Pollution
(1) "Injury or damage" which would not have
occurred, in whole or in part, but for the
actual, alleged or threatened discharge,
dispersal, seepage, mi gration, release or
escape of pollutants at any time.
(2) Any loss, cost or expense arising out of
any:
(a) Request, demand, order or statutory or
regulatory requirement that any insured
or others test for, monitor, clean up,
remove, contain, treat, detoxify or
neutralize, or in any way respond to, or
assess the effects of, pollutants; or
(b) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in
any way responding to, or assessing the
effects of, pollutants.
This exclusion does not apply to the extent that
valid "controlling underlying insurance" for the
pollution liability risks described above exists or
would have existed but for the exhaustion of
underlying limits for "injury or damage".
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits or
unemployment compensation law or any
similar law.
SECTION II – LIMITS OF INSURANCE
1. The Limits of Insurance shown in the Declarations,
and the rules below fix the most we will pay
regardless of the number of:
a. Insureds;
b. Claims made or suits brought, or number of
vehicles involved;
c. Persons or organizations making claims or
bringing suits; or
d. Limits available under any "controlling
underlying insurance".
2. The Limits of Insurance of this Coverage Part will
apply as follows:
a. This insurance only applies in excess of the
"retained limit".
b. The Aggregate Limit is the most we will pay for
the sum of all "ultimate net loss", for all "injury
or damage" covered under this Coverage Part.
However, this Aggregate Limit only applies to
"injury or damage" that is subject to an
aggregate limit of insurance under the
"controlling underlying insurance".
c. Subject to Paragraph 2.b. above, the Each
Occurrence Limit is the most we will pay for the
sum of all "ultimate net loss" under this
insurance because of all "injury or damage"
arising out of any one "event".
d. If the Limits of Insura nce of the "controlling
underlying insurance" are reduced by defense
expenses by the terms of that policy, any
payments for defense expenses we make will
reduce our applicable Limits of Insurance in the
same manner.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
CX 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 3 of 5
3. If any "controlling underlying insurance" has a
policy period that is different from the policy period
of this Coverage Part then, for the purposes of this
insurance, the "retained limit" will only be reduced
or exhausted by payment s made for "injury or
damage" covered under this insurance.
The Aggregate Limit of this Coverage Part applies
separately to each consecutive annual period of this
Coverage Part and to any remaining period of this
Coverage Part of less than 12 months, starting with
the beginning of the policy period shown in the
Declarations, unless the policy period is extended
after issuance for an additional period of less than 12 months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.
SECTION III – CONDITIONS
The following conditions apply. In addition, the
conditions applicable to any "controlling underlying
insurance" are also applicable to the coverage
provided under this insurance unless superseded by
the following conditions.
1. Appeals
If the "controlling underlying insurer" or insured
elects not to appeal a judgment in excess of the
amount of the "retained limit", we may do so at our
own expense. We will also pay for taxable court
costs, pre- and postjudgment interest and
disbursements associated with such appeal. In no
event will this provisi on increase our liability
beyond the applicable Limits of Insurance
described in Section II – Limits Of Insurance.
2. Bankruptcy
a. Bankruptcy Of Insured
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.
b. Bankruptcy Of Controlling Underlying
Insurer
Bankruptcy or insolven cy of the "controlling
underlying insurer" will not relieve us of our
obligations under this Coverage Part.
However, insurance provided under this Coverage
Part will not replace any "controlling underlying
insurance" in the ev ent of bankruptcy or
insolvency of the "controlling underlying insurer".
The insurance provided under this Coverage Part
will apply as if the "controlling underlying
insurance" were in full effect and recoverable.
3. Duties In The Event Of An Event, Claim Or Suit
a. You must see to it that we are notified as soon
as practicable of an "ev ent", regardless of the
amount, which may result in a claim under this
insurance. To the ex tent possible, notice
should include:
(1) How, when and where the "event" took
place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any "injury or
damage" arising out of the "event".
b. If a claim is made or suit is brought against any
insured, you must:
(1) Immediately record the specifics of the
claim or suit and the date received; and
(2) Notify us as soon as practicable.
You must see to it that we receive written
notice of the claim or suit as soon as
practicable.
c. You and any other insured involved must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or suit;
(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the claim or defense against
the suit; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of "injury or
damage" to which this insurance may also
apply.
d.
No insured will, except at that insured's own
cost, voluntarily make a payment, assume any
obligation, or incur any expense, other than for
first aid, without our consent.
4. First Named Insured Duties
The first Named Insured is the person or
organization first named in the Declarations and is
responsible for the payment of all premiums. The
first Named Insured will act on behalf of all other
Named Insureds for giving and receiving of notice
of cancellation or the receipt of any return
premium that may become payable.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
At our request, the first Named Insured will furnish
us, as soon as practicable, with a complete copy
of any "controlling underlying insurance" and any
subsequently issued endorsements or policies
which may in any way affect the insurance
provided under this Coverage Part.
5. Cancellation
a. The first Named Insured shown in the
Declarations may cancel this policy by mailing
or delivering to us advance written notice of
cancellation.
b. We may cancel this policy by mailing or
delivering to the first Named Insured written
notice of cancellation at least:
(1) 10 days before the effective date of
cancellation if we cancel for nonpayment of
premium; or
(2) 30 days before the effective date of
cancellation if we cancel for any other
reason.
c. We will mail or deliver our notice to the first
Named Insured's last mailing address known to
us.
d. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.
e. If this policy is cancell ed, we will send the first Named Insured any premium refund due. If we
cancel, the refund will be pro rata. If the first
Named Insured cancels, the refund may be
less than pro rata. The cancellation will be
effective even if we have not made or offered a
refund.
f. If notice is mailed, proof of mailing will be
sufficient proof of notice.
6. Changes
This Coverage Part contains all the agreements
between you and us concerning the insurance
afforded. The first Named Insured is authorized by
all other insureds to make changes in the terms of
this Coverage Part with our consent. This
Coverage Part's terms can be amended or waived
only by endorsement.
7. Maintenance Of/Changes To Controlling
Underlying Insurance
Any "controlling underlying insurance" must be
maintained in full effect without reduction of
coverage or limits except for the reduction of
aggregate limits in accordance with the provisions
of such "controlling underlying insurance" that
results from "injury or damage" to which this
insurance applies.
Such exhaustion or reduction is not a failure to
maintain "controlling underlying insurance". Failure
to maintain "controlling un derlying insurance" will
not invalidate insurance provided under this
Coverage Part, but insurance provided under this
Coverage Part will apply as if the "controlling
underlying insurance" were in full effect.
The first Named Insured must notify us in writing,
as soon as practicabl e, if any "controlling
underlying insurance" is cancelled, not renewed,
replaced or otherwise terminated, or if the limits or
scope of coverage of any "controlling underlying
insurance" is changed.
8. Other Insurance
a. This insurance is excess over, and shall not
contribute with any of the other insurance,
whether primary, excess, contingent or on any
other basis. This condition will not apply to
insurance specifically written as excess over
this Coverage Part.
When this insurance is excess, if no other
insurer defends, we may undertake to do so,
but we will be entitled to the insured's rights
against all those other insurers.
b. When this insurance is excess over other
insurance, we will pay only our share of the
"ultimate net loss" that exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of the insurance provided under
this Coverage Part; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.
9. Premium Audit
a. We will compute all premiums for this
Coverage Part in accordance with our rules
and rates.
b. If this policy is auditable, the premium shown in
this Coverage Part as advance premium is a
deposit premium only. At the close of each
audit period, we will compute the earned
premium for that period and send notice to the
first Named Insured. The due date for audit
premium is the date shown as the due date on
the bill. If the sum of the advance and audit
premiums paid for the policy period is greater
than the earned premium, we will return the
excess to the first Named Insured.
c.
The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
CX 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 5 of 5
10. Loss Payable
Liability under this Covera ge Part does not apply
to a given claim unless and until:
a. The insured or insured's "controlling underlying
insurer" has become obligated to pay the
"retained limit"; and
b. The obligation of the insured to pay the
"ultimate net loss" in excess of the "retained
limit" has been determined by a final settlement
or judgment or written agreement among the
insured, claimant, "controlling underlying
insurer" (or a representative of one or more of
these) and us.
11. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us into
a suit asking for damages from an insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.
A person or organization may sue us to recover on
an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this Coverage Part or that are in excess of the
applicable limit of insurance. An agreed settlement
means a settlement and release of liability signed
by us, the insured, "controlling underlying insurer"
and the claimant or the claimant's legal
representative.
12. Transfer Of Defense
a. Defense Transferred To Us
When the limits of "controlling underlying
insurance" have been exhausted, in
accordance with the prov isions of "controlling
underlying insurance", we may elect to have
the defense transferred to us. We will
cooperate in the transfer of control to us of any
outstanding claims or suits seeking damages
to which this insurance applies and which
would have been covered by the "controlling
underlying insurance" had the applicable limit
not been exhausted.
b. Defense Transferred By Us
When our limits of insurance have been
exhausted our duty to provide a defense will
cease.
We will cooperate in the transfer of control of
defense to any insurer specifically written as
excess over this Coverage Part of any
outstanding claims or suits seeking damages
to which this insurance applies and which
would have been covered by the "controlling
underlying insurance" had the applicable limit
not been exhausted.
In the event that there is no insurance written
a s e x c e s s o v e r t h i s C o v e r a g e P a r t , w e w i l l cooperate in the transfer of control to the
insured and its designated representative.
13. When We Do Not Renew
If we decide not to renew this Coverage Part, we
will mail or deliver to the first Named Insured
shown in the Declarations written notice of the
nonrenewal not less than 30 days before the
expiration date.
If notice is mailed, proof of mailing will be sufficient proof of notice.
SECTION IV – DEFINITIONS
The definitions applicable to any "controlling
underlying insurance" also apply to this insurance. In
addition, the following definitions apply.
1. "Controlling underlying insurance" means any
policy of insurance or self-insurance listed in the
Declarations under the Schedule of "controlling
underlying insurance".
2. "Controlling underlying insurer" means any insurer
who provides any policy of insurance listed in the
Declarations under the Schedule of "controlling
underlying insurance".
3. "Event" means an occurr ence, offense, accident,
act, or other event, to which the applicable
"controlling underlying insurance" applies.
4. "Injury or damage" means any injury or damage,
covered in the applicable "controlling underlying
insurance" arising from an "event".
5. "Retained limit" means the available limits of
"controlling underlying insurance" applicable to the
claim.
6. "Ultimate net loss" means the total sum, after
reduction for recoveries, or salvages collectible,
that the insured becomes legally obligated to pay
as damages by reason of:
a. Settlements, judgments, binding arbitration; or
b. Other binding alternate dispute resolution
proceeding entered into with our consent.
"Ultimate net loss" includes defense expenses if
the "controlling underlying insurance" specifies
that limits are reduced by defense expenses.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
CX 21 01 09 08
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CX 21 01 09 08 © ISO Properties, Inc., 2007 Page 1 of 2
NUCLEAR ENERGY LIABILITY
EXCLUSION ENDORSEMENT
(BROAD FORM)
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
The following exclusion is added to Paragraph 2.,
Exclusions:
2. Exclusions
NUCLEAR ENERGY LIABILITY
a. Under any Liability Coverage, to "injury or
damage":
(1) With respect to which an insured under the
policy is also an insured under a nuclear
energy liability policy issued by Nuclear En-
ergy Liability Insurance Association, Mutual
Atomic Energy Liability Underwriters, Nu-
clear Insurance Association of Canada or
any of their successors, or would be an in-
sured under any such policy but for its ter-
mination upon exhaustion of its limit of li-
ability; or
(2) Resulting from the " hazardous properties"
of "nuclear material" and with respect to
which (a) any person or organization is re-
quired to maintain financial protection pur-
suant to the Atomic Energy Act of 1954, or
any law amendatory thereof, or (b) the in-
sured is, or had this policy not been issued
would be, entitled to indemnity from the
United States of America, or any agency
thereof, under any agreement entered into
by the United States of America, or any
agency thereof, with any person or organi-
zation.
b. Under any Liability Coverage, to "injury or
damage" resulting from "hazardous properties"
of "nuclear material", if:
(1) The "nuclear material" (a) is at any "nuclear
facility" owned by, or operated by or on be-
half of, an insured or (b) has been dis-
charged or dispersed therefrom;
(2) The "nuclear material" is contained in
"spent fuel" or "waste" at any time pos-
sessed, handled, used, processed, stored,
transported or disposed of, by or on behalf
of an insured; or
(3) The "injury or damage" arises out of the
furnishing by an insured of services, mate-
rials, parts or equipment in connection with
the planning, construction, maintenance,
operation or use of any "nuclear facility", but
if such facility is located within the United
States of America, its territories or posses-
sions or Canada, this Exclusion (3) applies
only to property damage to such "nuclear
facility" and any property thereat.
c. As used in this endorsement:
"Hazardous properties" includes radioactive,
toxic or explosive properties.
"Nuclear material" means "source material",
"special nuclear material" or "by-product mate-
rial".
"Source material", "special nuclear material",
and "by-product material" have the meanings
given them in the Atomic Energy Act of 1954 or
in any law amendatory thereof.
"Spent fuel" means any fuel element or fuel
component, solid or liquid, which has been
used or exposed to radiation in a "nuclear reac-
tor".
"Waste" means any waste material (a) contain-
ing "by-product material" other than the tailings
or wastes produced by the extraction or con-
centration of uranium or thorium from any ore
processed primarily for its "source material"
content, and (b) resulting from the operation by
any person or organization of any "nuclear fa-
cility" included under the first two paragraphs of
the definition of "nuclear facility".
"Nuclear facility" means:
(a) Any "nuclear reactor";
(b) Any equipment or device designed or
used for (1)
separating the isotopes of
uranium or plutonium, (2) processing or
utilizing "spent fuel", or (3) handling,
processing or packaging "waste";
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
(c) Any equipment or device used for the
processing, fabricating or alloying of
"special nuclear material" if at any time
the total amount of such material in the
custody of the "insured" at the premises
where such equipment or device is lo-
cated consists of or contains more than
25 grams of plutonium or uranium 233
or any combination thereof, or more
than 250 grams of uranium 235;
(d) Any structure, basin, excavation, prem-
ises or place prepared or used for the
storage or disposal of "waste";
and includes the site on which any of the fore-
going is located, all operations conducted on
such site and all premises used for such opera-
tions.
"Nuclear reactor" means any apparatus de-
signed or used to sustain nuclear fission in a
self-supporting chain reaction or to contain a
critical mass of fissionable material.
"Injury or damage" includes all forms of radio-
active contamination of property.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
CX 21 14 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CX 21 14 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1
EXCLUSION – EXTERIOR INSULATION
AND FINISH SYSTEMS
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
A. The following exclusion is added to Paragraph 2.
Exclusions of Section I – Coverages:
2. Exclusions
Insurance provided under this Coverage Part
does not apply to "injury or damage" arising out
of, caused by, or attributable to, whether in
whole or in part, the following:
a. The design, manufacture, construction,
fabrication, preparat ion, distribution and
sale, installation, application, maintenance
or repair, including remodeling, service,
correction or replacement, of any "exterior
insulation and finish system" or any part
thereof, or any substantially similar system
or any part thereof, including the application
or use of conditioners, primers, accessories,
flashings, coatings, caulking or sealants in
connection with such a system; or
b. Your product or your work with respect to
any exterior component, fixture or feature of
any structure if an "exterior insulation and
finish system", or any substantially similar
system, is used on the pa rt of that structure
containing that component, fixture or feature.
B. The following definition is added to the Definitions section:
"Exterior insulation and finish system" means a
non-load bearing exterior cladding or finish system,
and all component parts therein, used on any part
of any structure, and consisting of:
1. A rigid or semi-rigid insulation board made of
expanded polystyrene and other materials;
2. The adhesive and/or mechanical fasteners used
to attach the insulation board to the substrate;
3. A reinforced or unreinforced base coat;
4. A finish coat providing surface texture to which
color may be added; and
5. Any flashing, caulking or sealant used with the
system for any purpose.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
CX 21 17 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CX 21 17 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1
EXCLUSION – COMMUNICABLE DISEASE
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
The following exclusion is added to Paragraph 2.
Exclusions of Section I – Coverages:
2. Exclusions
Insurance provided under this Coverage Part does
not apply to:
Communicable Disease
"Injury or damage" arising out of the actual or
alleged transmission of a communicable disease.
This exclusion applies even if the claims against
any insured allege negligence or other wrongdoing
in the:
a. Supervising, hiring, employing, training or
monitoring of others that may be infected with
and spread a communicable disease;
b. Testing for a communicable disease;
c. Failure to prevent the spread of the disease; or
d. Failure to report the disease to authorities.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCI AL EXCESS LIABILITY
CX 21 33 01 15
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CX 21 33 01 15
© Insurance Services Office, Inc., 2015 Page 1 of 1
EXCLUSION OF CERTIFIED ACTS OF TERRORISM
This endo
rsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
Any endorsement addressing acts of terrorism
(however defined) in any "controlling underlying
insurance" does not apply to this excess insurance.
The following provisions addressing acts of terrorism
apply with respect to this excess insurance:
A. The following exclusion is added:
This insurance does not apply to:
TERRORISM
"Injury or damage" arising, directly or indirectly,
out of a "certified act of terrorism".
B. The following definition is added:
"Certified act of terrorism" means an act that is
certified by the Secretar y of the Treasury, in
accordance with the prov isions of the federal
Terrorism Risk Insurance Act, to be an act of
terrorism pursuant to such Act. The criteria
contained in the Terrorism Risk Insurance Ac t for
a "certified act of terrorism" include the following:
a. The act resulted in insured losses in exce ss of
$5 million in the aggregate, attributable to all
types of i nsurance subject to the Terrorism
Risk Insurance Act; and
b. The a ct is a violent act or an act that is
dangerous to human life, property or
infrastructure and is committed by an individual
or individuals as part of an effort to coerce the
civilian population of the United States or to
influence the policy or affect the condu ct of the
United States Government by coercion.
C. The terms and limitations of any terrorism
exclusion, or the inappl icability or omission of a
terrorism exclusion, do not serve to crea te
coverage for "injury or dam age" that is otherwise
excluded under this Coverage Part.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
CX 21 97 05 23
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CX 21 97 05 23 © Insurance Services Office, Inc., 2022 Page 1 of 1 EXCLUSION – PERFLUOROALKYL AND
POLYFLUOROALKYL SUBSTANCES (PFAS)
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
A.The following exclusion is added to Paragraph 2.
Exclusions of Section I – Coverages:
2. Exclusions
Insurance provided under this Coverage Part
does not apply to:
Perfluoroalkyl And Polyfluoroalkyl
Substances
a."Injury or damage" which would not have
occurred, in whole or in part, but for the
actual, alleged, threatened or suspected
inhalation, ingestion, absorption,
consumption, discharge, dispersal,
seepage, migration, release or escape of,
contact with, exposure to, existence of, or
presence of, any "perfluoroalkyl or
polyfluoroalkyl substances".
b.Any loss, cost or expense arising, in whole
or in part, out of the abating, testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying,
neutralizing, remediating or disposing of, or
in any way responding to or assessing the
effects of, "perfluoroalkyl or polyfluoroalkyl
substances", by any insured or by any other
person or entity.
B.The following definition is added to the Definitions
Section:
"Perfluoroalkyl or polyfluoroalkyl substances"
means any:
1.Chemical or substance that contains one or
more alkyl carbons on which hydrogen atoms
have been partially or completely replaced by
fluorine atoms, including but not limited to:
a.Polymer, oligomer, monomer or
nonpolymer chemicals and their
homologues, isomers, telomers, salts,
derivatives, precursor chemicals,
degradation products or by-products;
b.Perfluoroalkyl acids (PFAA), such as
perfluorooctanoic acid (PFOA) and its salts,
or perfluorooctane sulfonic acid (PFOS)
and its salts;
c.Perfluoropolyethers (PFPE);
d.Fluorotelomer-based substances; or
e.Side-chain fluorinated polymers; or
2.Good or product, including containers,
materials, parts or equipment furnished in
connection with such goods or products, that
consists of or contains any chemical or
substance described in Paragraph B.1.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 POLICY NUMBER: XLXD6131001S COMMERCIAL EXCESS LIABILITY CX 24 33 11 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CX 24 33 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1
NONCONTRIBUTORY – OTHER INSURANCE
CONDITION
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Paragraph 8. of Section III – Conditions is replaced
by the following:
8. Other Insurance
a. This insurance is excess over, and shall not
contribute with any of the other insurance,
whether primary, excess, contingent or on any
other basis. However:
(1) This condition will not apply to o ther
insurance specifically written as excess
over this Coverage Part.
(2) The insurance provided under this
Coverage Part will not seek contribution
from any other insurance available to an
additional insured, provided that:
(a) The additional insured is a Named
Insured under such other insurance;
(b) The additional insured is shown in the
Schedule; and
(c) You have agreed in writing in a contract
or agreement that this insurance would
not seek contribution from any other
insurance available to the additional
insured.
When this insurance is excess, if no other
insurer defends, we will undertake to do so, but
we will be entitled to the insured's rights
against all those other insurers.
b. When this insurance is excess over other
insurance, we will pay only our share of the
"ultimate net loss" that exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of the insurance provided under
this Coverage Part; and
(2) The total of all deductible and self -insured
amounts under all that other insurance.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS IL AM 4001 05 23 Page 1 of 1
SANCTION LIMITATION AND EXCLUSION CLAUSE
The Company shall not be deemed to provide coverage and the Company shall not be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover age, payment of such claim or provision of such benefit would expose the Company to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS IL AM 4005 (08 18) Page 1 of 1
SERVICE OF SUIT
This endorsement modifies this policy with the addition of the following:
Pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the Sta tute, or his successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the insured(s) or any beneficiary hereunder arising out of this contract of insura nce, and hereby designate the below named as the person whom the said officer is authorized to mail process or a true copy thereof.
It is further agreed that service of process in such suit may be made upon Counsel, Legal Department, HDI Specialty Insurance Company, 161 N. Clark Street, 48 th Floor, Chicago, IL 60601, or his or her representative, and that in any suit instituted against any one of them upon this policy, the Company will abide by the final decision of such Court or any Appellate Court in the event of an appeal.
NOTHING HEREIN SHALL VARY, ALTER, WAIVE, OR EXTEND ANY OF THE TERMS, PROVISIONS,
REPRESENTATIONS, CONDITIONS OR AGREEMENTS OF THE POLICY OTHER THAN AS STATED ABOVE.
All other terms and conditions of this Policy remain unchanged
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY HS XS AM 3500 (03 18) Page 1 of 2
LIMITS OF INSURANCE - FOLLOWING FORM
UNDERLYING AGGREGATES
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
SECTION II – LIMITS OF INSURANCE is deleted in its entirety and replaced with the following:
1. The Limits of Insurance shown in the Declarations, and the rules below fix the most we will pay regardless of the number of:
a. Insureds;
b. Claims made or suits brought, or number of vehicles involved; c. Persons or organizations making claims or bringing suits; or d. Limits available under any "controlling underlying insurance".
2. The Limits of Insurance of this Coverage Part will apply as follows:
a. This insurance only applies in excess of the "retained limit". b. The Aggregate Limit is the most we will pay for the sum of all "ultimate net loss", for all "injury or damage" covered under this Coverage Part, except “ultimate net loss” because of “injury or damage”:
i. That is not subject to an aggregate limit of insurance under the "controlling underlying insurance"; or
ii. Included in the products-completed operations hazard. c. The Products-Completed Operations Aggregate Limit shown in the Declarations is the most we will pay for the sum of all “ultimate net loss” under this insurance because of “injury or damage” included in a products-completed operations hazard.
d. Subject to Paragraph 2.b. or 2.c. above, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss" under this insurance becaus e of all "injury or damage" arising out of any one "event".
e. If the Limits of Insurance of the "controlling underl ying insurance" are reduced by defense expenses by the terms of that policy, any payments for def ense expenses we make will reduce our applicable Limits of Insurance in the same manner.
3. If any "controlling underlying insurance" has a policy perio d that is different from the policy period of this Coverage Part then, for the purposes of this insurance, the "retained limit" will only be reduced or exhausted by payments made for "injury or damage" covered under this insurance.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
HS XS AM 3500 (03 18) Page 2 of 2
The Aggregate Limit shown in Declarations page shall apply in the same manner as the aggregate limits shown in the Schedule of Controlling Underlying Insurance.
The Products-Completed Operations Aggregate Limit shown in the Declarations shall apply in the same manner as the Products-Completed Operations Aggregate Limi t shown in the Schedule of Controlling Underlying Insurance.
All other terms and conditions of this Policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS AM 3503 (05 19) Included copyrighted material of Insurance Services Office, Inc.Page 1 of 1
ISSUANCE OF POLICY PRIOR TO RECEIPT OF
CONTROLLING UNDERLYING INSURANCE
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
SECTION III – CONDITIONS is amended by the addition of the following:
Issuance Prior To Receipt Of Controlling Underlying Insurance Policy This policy, except where inconsistent with or supplementary to the "controlling underlying insurance" shall follow all terms and conditions of the "controlling underlying insurance", provided that such "controlling underlying insurance" is consistent with the bound coverage agreed to, in accordance with the warranties, terms, conditions, exclusions, and limitations as contained in the binder for the "controlling underlying insurance".
Following the issuance of such "controlling underlying insurance" as set forth above, a copy of such policy shall be forwarded to us for review and agreement by us. If, upon review, we conclude that there are any differences and/or inconsistencies in coverage between the binder and the "controlling underlying insurance", such differences and/or inconsistencies shall not be binding upon us unless:
a. We agree in writing; and
b. If we so require, the insured agrees to any additional premium and/or amendments to the provisions of such "controlling underlying insurance" related to such differences and/or inconsistencies.
All other terms and conditions of this Policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY HS XS AM 3504 (03 18) Page 1 of 1
WAIVER OF SUBROGATION ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
This policy is amended as follows:
If prior to the time of an “event”, you and the insurer(s) of the “controlling underlying insurance” waived the right of recovery against a specific person or organiza tion in a written insured contract, we hereby also agree to waive our right of recovery in the same manner. This waiver shall apply only with respect to a “injury or damage” occurring due to operations undertaken as per the specific contract in which you waived the right of recovery.
All other terms and conditions of this Policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY HS XS AM 3509 (05 18) Page 1 of 1
AMENDMENT – AGGREGATE LIMITS OF INSURANCE
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
SECTION II – LIMITS OF INSURANCE is deleted in its entirety and replaced with the following:
1.The Limits of Insurance shown in the Declarations, and the rules below fix the most we will pay regardless of the number of:
a.Insureds;
b.Claims made or suits brought, or number of vehicles involved; c.Persons or organizations making claims or bringing suits; or d.Limits available under any "controlling underlying insurance".
2.The Limits of Insurance of this Coverage Part will apply as follows:
a.This insurance only applies in excess of the "retained limit". b.The Aggregate Limit is the most we will pay for the sum of all "ultimate net loss", for all "injury or damage" covered under this Coverage Part, except “ultimate net loss” because of “injury or damage”:
i.that is not subject to an aggregate limit of insurance under the “controlling underlying insurance”; or
ii.included in the products-completed operations hazard. c.The Products-Completed Operations Aggregate Limit shown in the Declarations is the most we will pay for the sum of all “ultimate net loss” under this insurance because of “injury or damage” included in a products-completed operations hazard.
d.Subject to Paragraph 2.b. or 2.c. above, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss" under this insurance because of all "injury or damage" arising out of any one "event".
e.If the Limits of Insurance of the "controlling underlying insurance" are reduced by defense expenses by the terms of that policy, any payments for defense expenses we make will reduce our applicable Limits of Insurance in the same manner.
3.If any "controlling underlying insurance" has a policy period that is different from the policy period of this Coverage Part then, for the purposes of this insurance, the "retained limit" will only be reduced or exhausted by payments made for "injury or damage" covered under this insurance.
All other terms and conditions of this Policy remain unchanged Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS AM 3514 (01 19) Page 1 of 1
FLAT PREMIUM
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
The Premium shown in the Declarations is amended to be a FLAT PREMIUM (NOT SUBJECT TO AUDIT).
This amount is not auditable. The Premium Audit Condition, Paragraph 9. of Section III – Conditions is deleted in its entirety.
In the case of cancellation, the applicable pro rata share (if cancelled by us) or customary short rate proportion (if cancelled by the first Named Insured) of the FLAT PREMIUM will apply. However, if any other endorsement attached to this policy amends Paragraph 5.e. of the Cancellation provisions of Section III – Conditions, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to cancellation provision do not apply.
All other terms and conditions of this Policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
MINIMUM EARNED PREMIUM
This endorsement modifies the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
In consideration of the premium for this Policy, it is hereby understood and agreed that Paragraph 5.e. of the Cancellation provisions of Section III - Conditions is replaced by the following:
5. Cancellation
e. If this policy is cancelled, we will send the first Named Insured any premium refund due:
(1) If we cancel, the refund will be pro-rata.
(2) Cancellation at the request of the first Named Insured:
This Policy is subject to a Minimum Earned Premium which is 25% of the premium for this Policy as shown in the applicable Coverage Part(s) Declarations unless scheduled here otherwise N/A%. This Minimum Earned Premium is the least amount of premium we shall retain as earned premium, regardless of the term. If the first Named Insured cancels, the refund will be determined as follows:
(a) If at the time of cancellation the earned pr emium is greater than the Minimum Earned Premium, the refund will be 90% of the pro-rata return.
(b) If at the time of cancellation the earned premium is equal to or less than the Minimum Earned Premium, the refund will be premium paid in excess of the Minimum Earned Premium.
(c) If the Policy is a project specific policy with a policy term in excess of one year, the pro-rata return premium will be calculated based on t he number of days for wh ich the policy was in force, divided against the date when the policy becomes fully earned.
Cancellation for non-payment of premium will be considered cancellation at the request of the first Named Insured.
All other terms and conditions of this Policy remain unchanged
HS XS AM 3525 (11 19) Page 1 of 1
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
HS XS EX 3004 (06 19) Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CYBER LIABILITY EXCLUSION
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
A. The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages:
2. Exclusions
Insurance provided under this Coverage Part does not apply to:
Cyber Liability
(1) The “injury or damage” or alteration of any elec tronic data, electronic information, computer applications software, computer operations softw are or any other similar data, information or software in any computer hardware, computer system, computer network, or the “internet”; or
(2) Damage to any computer hardware, computer system, computer network, or the “internet” as result of “injury or damage” or alteration of any elec tronic data, electronic information, computer applications software, computer operations software or any similar data, information or software.
It is further agreed that in no event shall this policy recognize or be impacted by the erosion or exhaustion of any “controlling underlying insurance” by payment of “ultimate net loss” arising out of or in connection with any “injury or damage” excluded by this endorsement.
B. The following definition is added to Section IV - Definitions:
“Internet” shall mean the worldwide public network of computers as it currently exists or may be manifested in the future, including the “internet”, an intranet, an extranet or a virtual public network.
All other terms and conditions of this Policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
HS XS EX 3005 (02 20) Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCLUSION – ALL PROJECTS SUBJECT TO A
CONSOLIDATED (WRAP–UP) INSURANCE PROGRAM
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
A. The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages:
2. Exclusions
Insurance provided under this Coverage Part does not apply to:
Consolidated Insurance Program
(1) This insurance does not apply to “injury or damage” arising out of any current or completed operation performed by you or on your behalf which is or was insured under a “consolidated (wrap-up) insurance program”.
(2) This exclusion applies whether or not the “consolidated (wrap-up) insurance program”:
a. provides coverage identical to that provided by this Coverage part; b. has limits adequate to cover all claims; or
c. remains in effect.
B. The following definition is added to Section IV - Definitions:
“Consolidated (wrap-up) insurance program” means a construction, erection or demolition project for which the prime contractor/project manager or owner of the project has secured general liability insurance covering some or all of the contractors or subcontract ors involved in the project. “Consolidated (wrap-up) insurance program” includes an Owner Controlled Insurance Program (O.C.I.P.) or a Contractor Controlled Insurance Program (C.C.I.P.).
All other terms and conditions of this Policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
HS XS EX 3009 (10 21) Page 1 of 1
Exclusion – Wildfire
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages:
2. Exclusions
This policy does not apply to any bodily injury, property damage, personal and advertising injury or any other loss, cost, defense fee, expense, injury, damage, claim, dispute or suit in whole or in part arising out of, directly or indirectly resulting from or in any way related to “wildfire”.
For purposes of this exclusion, “wildfire” means any uncontrolled fire in any area of vegetation of any type, including, but not limited to, brush fire, bush fire, desert fire, escaped prescribed fire, forest fire, grass fire, ground fire, hill fire, range fire, wildland fire or wildland urban interface fire. “Wildfire” also includes all smoke, heat, soot or fumes associated with or resulting in any way from such “wildfire”.
All other terms and conditions of this policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
HS XS EX 3011 (01 22) Page 1 of 1
EXCLUSION - CARE, CUSTODY OR CONTROL –
REAL OR PERSONAL PROPERTY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE FORM
The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages:
2. Exclusions
Any property damage to real or personal property in the care, custody or control of any i nsured, or loaned to any insured, or used, rented, or occupied by any insured, or as to which any insured is for any purpose exercising physical control.
All other terms and conditions of this policy remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
POLICY NUMBER: XLXD6131001S COMMERCIAL EXCESS LIABILITY HS XS EX 3016 07 22
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS EX 3016 07 22 Includes copyrighted material of Insurance Services Office, Inc., with permission
ERISA EXCLUSION
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
The following exclusion is added to Paragraph 2. Exclusions of SECTION 1 – COVERAGES:
ERISA
Insurance provided under this coverage part does not apply to:
Any obligation of the insured under the Employment Retirement Income Security Act (E.R.I.S.A), and any amendments thereto or any similar federal, state or local statute.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
POLICY NUMBER: XLXD6131001S COMMERCIAL EXCESS LIABILITY HS XS EX 3017 07 22
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS EX 3017 07 22 Includes copyrighted material of Insurance Services Office, Inc., with permission
SUB-LIMITED COVERAGE EXCLUSION
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
It is agreed that this insurance policy shall not apply in excess of any sub- limited coverages(s) that are included within, or are a part of, any “controlling underlying insurance” scheduled in this policy. Sub-limited coverage(s) are defined as any coverage(s) having limits of insurance less than the limit(s) of any “controlling underlying insurance” included in the schedule of underlying policies.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
POLICY NUMBER: XLXD6131001S COMMERCIAL EXCESS LIABILITY HS XS EX 3018 07 22
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS EX 3018 07 22 Includes copyrighted material of Insurance Services Office, Inc., with permission
WAR LIABILITY EXCLUSION
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
This insurance does not apply to any liability arising out of any war, invasion, acts of foreign or domestic enemies, hostilities, (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to property including loss of access, by or under the order of any government, local authority or risks of contraband, illegal transportation or trade.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
HS XS EX 3029 01 23
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS EX 3029 01 23 Page 1 of 1
PENDING AND PRIOR LITIGATION
AND KNOWN LOSSES EXCLUSION
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
SECTION I – COVERAGES, 2. Exclusions is amended by the addition of the following:
Insurance provided under this Coverage Part does not apply to:
1. Damages, loss, cost or expense arising out of any cl aim, suit, litigation, arbitr ation, alternative dispute resolution or other judicial or administrative proceeding which has commenced or is pending prior to the effective date of this policy, as well as all future damages, loss, cost or expense arising out of said pending or prior litigation; or
2. Any bodily injury, property damage, personal injury, advertising injury, or any other injury or damage of which any insured had knowledge prior to the effective date of this policy.
This exclusion applies whether or not:
a. Damages continue or progress during this policy period; or b. Ultimate liability for the final amount of damages, loss, cost or expense has been established.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
HS XS EX 3035 05 23
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS EX 3035 05 23 Page 1 of 1
CROSS SUITS LIABILITY EXCLUSION
This endorsement modifies insurance provided under the following:
Commercial Excess Liability Coverage Form
The following exclusion is added to Paragraph 2. Exclusions of SECTION 1 – COVERAGES:
Cross Suits
Insurance provided under this Coverage Part does not apply to "injury or damages" for which any Named Insured or its employees is legally liable and costs or expenses of any Named Insured or its employees arising out of, caused, or contributed to by any injury or damage claimed by any other Named Insured or its employees.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
COMMERCIAL EXCESS LIABILITY
HS XS EX 3534 03 24
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HS XS EX 3534 03 24 Includes copyrighted material of Insurance Services Office, Inc., with permission
EXCLUSION – VIOLATION OF LAW ADDRESSING DATA
PRIVACY
This endorsement modifies insurance provided under the following:
COMMERCIAL EXCESS LIABILITY COVERAGE PART
The following is added to SECTION I – COVERAGES, 2. Exclusions:
Insurance provided under this Coverage Part does not apply to:
Violation Of Law Addressing Data Privacy
“Injury or damage” arising directly or indirectly out of any action or omission that violates or is alleged to violate:
a.Any federal, state or local statute, ordinance, regulation or other law that addresses, prohibits, or limits access to, use of or the printing, dissemination, disposal, obtaining, collecting, storing, safeguarding, recording, retention, sending, transmitting, communicating, selling or distribution of any person's or organization's confidential or personal material or information, including financial, health, biometric or other nonpublic material or information.
Any such federal, state or local statute, ordinance, regulation or other law includes but is not limited to:
(1)The Illinois Biometric Information Privacy Act (BIPA), including any amendment of or addition to such law; or
(2)The California Consumer Privacy Act (CCPA), including any amendment of or addition to such law; or b.Any law of a jurisdiction other than the United States of America (including its territories and possessions) or Puerto Rico that is similar to any statute, ordinance, regulation or other law described in Paragraph a. above, including but not limited to the European Union's General Data Protection Regulation.
All other terms and conditions remain unchanged.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 PN 0027 0221
Sompo International
Policy Number: EXT30065753400
Effective Dates: August 04, 2024 To: August 04, 2025
Endurance American Specialty Insurance Company
Issuing Office:
3780 Mansell Road
Suite 400
Alpharetta, GA 30022
www.sompo-intl.com
Excess Liability Coverage Follow Form (Short Form)
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 1 of 2Endurance American Specialty Insurance Company SN 9005 0120 CA
S U R P L U S L I N E S N O T I C E
CALIFORNIA
IMPORTANT NOTICE:
1. The insurance policy that you have purchased is being issued by an insurer that is not licensed by the State of California. These companies are called nonadmitted or surplus line insurers.
2. The insurer is not subject to the financial solvency regulation and enforcement that apply to California licensed insurers.
3. The insurer does not participate in any of the insurance guarantee funds created by California law. Therefore, these funds will not pay your claims or protect your assets if the insurer becomes insolvent and is unable to make payments as promised.
4. The insurer should be licensed either as a foreign insurer in another state in the United States or as a non-United States (alien) insurer. You should ask questions of your insurance agent, broker, or surplus line broker or contact the California Department of Insurance at the toll-free number 1-800-927-4357 or internet website www.insurance.ca.gov. Ask whether or not the insurer is licensed as a foreign or non-United States (alien) insurer and for additional information about the insurer. You may also visit the NAICs internet website at www.naic.org. The NAIC--the National Association of Insurance Commissioners--is the regulatory support organization created and governed by the chief insurance regulators in the United States.
5. Foreign insurers should be licensed by a state in the United States and you may contact that states department of insurance to obtain more information about that insurer. You can find a link to each state from this NAIC internet website:
https://naic.org/state_web_map.htm.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
S U R P L U S L I N E S N O T I C E
2 of 2Endurance American Specialty Insurance Company SN 9005 0120 CA
6. For non-United States (alien) insurers, the insurer should be licensed by a country outside of the United States and should be on the NAICs International Insurers Department (IID) listing of approved nonadmitted non-United States insurers. Ask your agent, broker, or surplus line broker to obtain more
information about that insurer.
7. California maintains a List of Approved Surplus Line Insurers (LASLI). Ask your agent or broker if the insurer is on that list, or view that list at the internet website of the California Department of Insurance: www.insurance.ca.gov/01-
consumers/120-company/07- lasli/lasli.cfm.
8. If you, as the applicant, required that the insurance policy you have purchased be effective immediately, either because existing coverage was going to lapse within two business days or because you were required to have coverage within two business days, and you did not receive this disclosure form and a request for your signature until after coverage became effective, you have the right to cancel this policy within five days of receiving this disclosure. If you cancel coverage, the premium will be prorated and any brokers fee charged for this insurance will be returned to you.
D-2 (Effective January 1, 2020)
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Endurance American Specialty Insurance Company EXL 0001 0615 Endurance American Specialty Insurance Company
(Wilmington, Delaware)
Policy No. EXT30065753400
Renewal of: New
COMMERCIAL EXCESS LIABILITY DECLARATIONS PAGE
1. N AMED INSURED AND ADDRESS:
Arboricultural Specialties, Inc. dba.
Professional Tree Care Company
Per Underlying Insurance
2828 8th Street
Berkeley, CA 94710
2. P OLICY PERIOD:
12:01 a.m. Standard Time at the address of the
Insured shown at the left
From: 08/04/2024 To: 08/04/2025
IN RETURN FOR PAYMENT OF THE
PREMIUM AND SUBJECT TO ALL TERMS
OF THIS POLICY, WE AGREE WITH YOU
TO PROVIDE THE INSURANCE AS STATED
IN THIS POLICY.
PRODUCERS NAME AND ADDRESS:
RSG Specialty Insurance Services, LLC
650 California Street
Suite 2900
San Francisco, CA 94108
3. P REMIUM: Total Advance Premium $ 110,000
Service Charge N/A
Taxes N/A
Surcharge N/A
Total $ 110,000
BASIS OF PREMIUM: Non-Auditable (X) Auditable ()
In the event of cancellation by the Named Insured, the company will receive and retain no less than $ 27,500 as a policy minimum earned premium.
4. LIMITS OF INSURANCE: $ 1,000,000 Each Occurrence Limit $ 1,000,000 Aggregate Limit (Where Applicable)
These Limits of Insurance apply in excess of the underlying limits of insurance indicated in Item 5. of the Declarations.
5. UNDERLYING INSURANCE: See attached schedule
6. FORMS AND ENDORSEMENTS applicable to all Coverage Forms and made part of this policy at time of issue are listed on the attached Forms and Endorsements Schedule EXL 0101.
Authorized Representative
ISSUING OFFICE:
3780 Mansell Road, Suite 400
Alpharetta, GA 30022
NOTE: SEE ENCLOSED NOTICE FOR SURPLUS LINES NOTIFICATION Surplus Line Tax: $3,300.00
Stamping Fee: $198.00
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
IL N 018 01 22 Page 1 of 1 © Insurance Services Office, Inc., 2021
CALIFORNIA FRAUD STATEMENT
For your protection, California law requires the following to appear on this form: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison.
IL N 018 01 22
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
CLAIM NOTICE
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
In the event of claim to which this policy may apply, please give immediate notice in any of the following ways, to:
U.S. Insurance - Claims
1221 Avenue of the Americas
New York, NY 10020
E-Mail addressed to: [email protected]
E-mail is the preferred method of receiving claim notice information, but any of the above methods of notification will generate an acknowledgement of receipt of claim with a claim number and all of the claim adjusters contact information.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Endurance American Specialty Insurance Company EXL 0102 0606
SCHEDULE OF UNDERLYING POLICIES
Carrier, Policy Number and Period Type of Coverage Limits of Insurance MS Transverse Specialty Insurance
Company
On File with Company
08/04/2024 - 08/04/2025
Automobile Liability $ 1,000,000
Combined Single Limit
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
ABSOLUTE ASBESTOS EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to:
Any liability, including, but not limited to property damage, bodily injury, settlements, judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, or consultants arising out of or related in any way, either directly or indirectly, to:
1. asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust, including, but not limited to, manufacture, mining, use, sale, installation, removal, or distribution activities;
2. exposure to, testing for, monitoring of, cleaning up, removing, containing or treating of asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust; or
3. any obligation to investigate, settle or defend, or indemnify any person against any claim or suit arising out of or related in any way, either directly or indirectly, to asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
ABSOLUTE COMMUNICABLE DISEASE EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This insurance does not apply to any loss, liability, bodily injury, property damage, or personal and advertising injury expense or other form of damages and costs arising, in whole or in part, arising out of or involving the actual or alleged transmission of a communicable disease.
1. This exclusion applies even if the claims against any insured allege negligenceor other wrongdoing in the:
a. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a communicable disease;
b. Testing for a communicable disease;
c. Failure to prevent the spread of the disease; or
d. Failure to report the disease to authorities.
Communicable disease, as used in this endorsement, means any sickness or malady capable of being transmitted.
This endorsement does not change any other provision of the policy.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
CARE, CUSTODY OR CONTROL EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to property damage to:
A. Real or personal property owned, rented or occupied by you; B. Real or personal property used by or loaned to you;
C. Real or personal property in your care, custody or control, or real and personal property over which you exercise physical control.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
CYBER LIABILITY EXCLUSION
This endorsement changes the policy, please read it carefully.
This insurance does not apply to:
1. Bodily injury, property damage, personal and advertising injury arising, directly or indirectly, out of the loss of or alteration of any electronic data, electronic information, computer applications software, computer operations software or any other similar data, information or software in any computer hardware, computer system, computer network, or the Internet; or
2. Bodily injury, property damage, personal and advertising injury arising directly or indirectly out of damage to any computer hardware, computer system, computer network, or the internet as a result of 1. above.
Internet shall mean the worldwide public network of computers as it currently exists or may be manifested in the future, including the internet, an intranet, an extranet or a virtual public network.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
EMPLOYMENT RELATED PRACTICES EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to any liability arising out of:
A. refusal to employ or promote;
B. termination of employment
C. coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, molestation, humiliation, discrimination or other employment related practices, policies, acts or omissions; or D. consequential injury as a result of A. through C.
This exclusion applies whether the insured may be held liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
EXCLUSION FOR MOLD AND OTHER
NATURALLY-OCCURRING CONTAMINANTS
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
It is agreed that the insurance afforded by this policy shall not apply to any demand, claim, "occurrence", bodily injury, property damage, loss, cost, "suit" or expense of any nature whatsoever, including but not limited to any other claims, caused by, arising out of or relating in any way directly, indirectly, in concurrence or in any sequence, with a cause for which coverage may be afforded under this coverage part, based upon or arising out of mold, mildew, "fungi", spores, viruses, bacteria, or any of their byproducts, or any other biological, etiological or other naturally occurring contaminant, or any of their byproducts.
This exclusion excludes, by way of example and not limitation:
A. any duty to defend or other defense obligation associated with such mold, mildew, "fungi", spores, viruses, bacteria, or any of their byproducts, or any other biological, etiological or other naturally occurring contaminant, or any of their byproducts;
B. any damages, obligations, claim, injury or expense associated with a request, demand or order from any body or individual, including but not limited to, any governmental body or action, that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of any mold, mildew, "fungi", spores, viruses, bacterial, or any of their byproducts, or any other biological, etiological or other naturally occurring contaminant, or any of their byproducts;
C. any damages, obligations, claim or injury associated with any material, products, building component, building or structure that contain, harbors, nurtures or acts as a medium for any such mold, mildew, "fungi", spores, viruses, bacteria, or any of their byproducts, or any other biological, etiological or other naturally occurring contaminant, or any of their by products, regardless of any other cause, event, material, product or building component that contributed directly, indirectly, concurrently or in any sequence to the damages obligations, claim, injury or expense. "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by "fungi".
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
EXCLUSION-VIOLATION OF INFORMATION STATUTES
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to:
DISTRIBUTION OF MATERIAL IN VIOLATION OF STATUTES
"Bodily injury" or "property damage" or personal and advertising injury" arising directly or indirectly out of any act or omission that violates or is alleged to violate:
A. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or
B. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or C. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or D. Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information.
This endorsement does not change any other provision of the policy.
Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
LEAD EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to
A. bodily injury, property damage, personal and advertising injury arising out of the actual, alleged or threatened;
1. absorption, ingestion or inhalation of lead in any form by any person; or
2. existence of lead in any form.
B. any loss, cost or expense arising out of any request, demand, order or statutory or regulatory requirement
1. that any Insured or others;
a. test for, monitor, clean up, remove, contain, treat, detoxify or neutralize lead in any form; b. respond to, or assess, in any way the effects of lead in any form.
Because lead, and any other such irritant or contaminant, are pollutants, this exclusion applies in addition to any of the following exclusion that apply:
A. the pollution exclusion in this policy; or
B. any other pollution-related exclusion made part of this policy.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
NUCLEAR ENERGY LIABILITY EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This policy does not apply to:
A. Any liability, injury or damage:
1. with respect to which any insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or
2. resulting from the hazardous properties of nuclear material and with respect to which (a) a person or organization is required to maintain financial protection pursuant to the Atomic energy Act of 1954, or any law amendatory thereof, or (b) any insured is, or had this policy not been issued would be, entitled to indemnityfrom the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization.
B. Any injury or nuclear property damage resulting from the hazardous properties of nuclear material, if:
1. the nuclear material (a) is at any nuclear facility owned by, or operated by or on behalf of, any insured or (b) has been discharged or dispersed therefrom;
2. the nuclear material is contained in spent fuel or nuclear waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any insured; or
3. the injury or nuclear property damage arises out of the furnishing by any insured of services, materials, parts of equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion B.3. applies only to nuclear property damage to such nuclear facility and any property therein.
C. As used in this exclusion:
1. Hazardous properties includes radioactive, toxic or explosive properties.
2. Nuclear facility means:
(a) any nuclear reactor;
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
(b) any equipment or device designed or used for:
(1) separating the isotopes of uranium or plutonium;
(2) processing or utilizing spent fuel; or
(3) handling processing or packaging nuclear waste;
(c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of any insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or
(d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of, nuclear waste, and includes the site on which any of the foregoing is located, all operations considered on such site and all premises used for such operations.
3. Nuclear material means source material, special nuclear material or by-product material.
4. Nuclear property damage includes all forms of radioactive contamination of property.
5. Nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material.
6. Nuclear waste means any nuclear waste material (a) containing by-product material other than the tailings of nuclear waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content, and (b) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under Paragraph C.2.
7. Source material, special nuclear material, and by-product material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof.
8. Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
SILICA, SILICA-RELATED OR MIXED DUST EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to any loss, liability, bodily injury, property damage, expense or other form of damages and costs arising, in whole or in part, arising out of or involving mixed dust, silica, silica-related dust, or any product containing silica or silica-related dust.
It is further agreed that this insurance does not apply to:
A. Any loss, cost or expense, arising in whole or in part, out of the abating, testing, monitoring, remediating, neutralizing, removing or cleaning up of mixed dust, silica, silica-related dust or products and materials containing silica or silica-related dust by any insured or by any other person or entity;
B. The cost of such actions as may be necessary to monitor, assess and evaluate the release or threat of mixed dust, silica, silica-related dust or products and materials containing silica or silica-related dust;
C. The cost of disposal of silica substances or taking of such other action as may be necessary to temporarily or permanently prevent, minimize,or mitigate damage to the public health or welfare or to the environment, which may otherwise result by any insured or by any other person or entity; or D. The cost of compliance with any law or regulation regarding mixed dust, silica or silica-related dust.
"Silica" means silicon dioxide (occurring in crystalline, amorphous and impure forms), silica particles, silica-related dust or silica compounds.
"Silica-related dust" means a mixture or combination of silica and other dust or particles. Mixed dust means inorganic or organic dusts that have harmful effects on natural persons.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
SUB-LIMITED COVERAGE EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
It is agreed that this insurance policy shall not apply in excess of any sub-limited coverage(s) that are included within, or are a part of, any underlying insurance scheduled in this policy. Sub-limited coverage(s) are defined as any coverage(s) having limits of insurance less than the limit(s) of any underlying insurance included in the schedule of underlying policies.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
UNINSURED / UNDERINSURED MOTORIST EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to any obligation of the insured under a No Fault, Uninsured Motorist or Supplementary Uninsured/Underinsured Motorist Law, or under any similar law, regulation or ordinance.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
WAR LIABILITY EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to any liability arising out of any war, invasion, acts of foreign or domestic enemies, hostilities, (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to property including loss of access, by or under the order of any government, local authority or risks of contraband, illegal transportation or trade.
This endorsement does not change any other provisions of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
BANKRUPTCY OR INSOLVENCY CONDITION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
The Conditions Section is amended to add the following Condition:
Bankruptcy or Insolvency
In the event of the bankruptcy or insolvency of any underlying insurer, the insurance afforded by this policy will not replace such underlying insurance or drop down to attach at a lower level, but will continue to apply as if the underlying insurance was available and collectible.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
BROKER LIABILITY EXCLUSION
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This insurance does not apply to bodily injury, property damage, or personal and advertising injury arising out of the operations of a broker, including truck and freight brokers. Broker operations occur when a person or an entity arranges for the transportation of property of others or property in care, custody and control, by a motor carrier and is compensated for doing so.
As defined by the Federal Motor Carrier Safety Administration and as used in this endorsement:
• A motor carrier transports passengers or property for compensation. • A broker is a person or an entity which arranges for the transportation of property by a motor carrier for compensation. A broker does not transport the property and does not assume responsibility for the property.
This endorsement does not change any other provision of the policy.
Nothing herein contained shall vary, alter, waive, or extend any of the terms, representations, conditions or agreements of the policy other than as above stated.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Date of Issuance: September 25, 2024
Endurance American Specialty Insurance Company
Policy Form: EXL 0203 0813
Endorsement Form: IL 1201 0115
E N D O R S E M E N T
EXCLUSION OF CERTIFIED ACTS OF TERRORISM AND EXCLUSION OF OTHER
ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
It is agreed that:
A. This insurance does not apply to:
Terrorism
Any injury or damage arising directly or indirectly, out of a certified act of terrorism or out of an other act of terrorism that is committed outside of the United States (including its territories and possessions and Puerto Rico), but within the coverage territory. However, with respect to an other act of terrorism, this exclusion applies only when one or more of the following are attributed to such act.
1. The total of insured damage to all types of property exceeds $ 25,000,000 (valued in US dollars). In determining whether the $ 25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or
2. fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means:
a. physical injury that involves a substantial risk of death; or b. protracted and obvious physical disfigurement; or
c. protracted loss of or impairment of the function of a bodily member or organ; or
3. the terrorism involves the use or release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or
4. the terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or
5. pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials.
Named Insured: Arboricultural Specialties, Inc. dba.
Professional Tree Care Company
Policy Number: EXT30065753400
Endorsement
Effective Date: August 04, 2024
Endorsement
Number: N/A
(12:01 AM Standard Time at the address of the Named
Insured as shown in the Declarations)
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Date of Issuance: September 25, 2024
Endurance American Specialty Insurance Company
Policy Form: EXL 0203 0813
Endorsement Form: IL 1201 0115
E N D O R S E M E N T
With respect to this exclusion, Paragraph 1. and 2. describe the thresholds used to measure the magnitude of an Incident of an other act of terrorism and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident.
B. The following definitions are added:
1. For the purposes of this endorsement, any injury or damage means any injury or damage covered under this policy, or underlying insurance to which this endorsement is applicable, and includes but is not limited to any Loss, Claim or injury as may be defined in any applicable policy, or underlying insurance.
2. Certified act of terrorism means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a certified act of terrorism include the following:
a. The act resulted in insured losses in excess of $ 5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and b. The act resulted in damage:
i. Within the United States (including its territories and possessions and Puerto Rico); or ii. Outside of the United States in the case of:
(a) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b) The premises of any United States mission; and
c. the act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals, as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.
3. Other act of terrorism means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion, and the act is not a certified act of terrorism.
Multiple incidents of an other act of terrorism which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident.
4. Coverage territory means anywhere in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanctions or embargo by the United States of America.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
Date of Issuance: September 25, 2024
Endurance American Specialty Insurance Company
Policy Form: EXL 0203 0813
Endorsement Form: IL 1201 0115
E N D O R S E M E N T
C. In the event of any incident of a certified act of terrorism or an other act of terrorism that is not subject to this exclusion, coverage does not apply to any loss or damage that is otherwise excluded under this policy.
Authorized Representative
This endorsement does not change any other provision of the Policy. The title and any headings in this endorsement are solely for convenience and do not affect its meaning.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Endurance American Specialty Insurance Company EXL 1301 0512
SERVICE OF SUIT ENDORSEMENT
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
In the event of failure of the Company to pay any amount claimed to be due under the terms of this policy, the Company, at the request of the Insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of the Companys rights to commencean action in any court of competent jurisdiction in the United States to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. In any suit instituted against the Company upon this policy, the Company will abide by the final decision of such court or of any appellate court in the event of appeal.
It is further agreed that service of process in such suit may be made upon the Senior Vice President - Claims, 1221 Avenue of the Americas New York, NY 10020.
Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, as its true and lawful attorney upon whom service may be made of any lawful process in any action, suit, or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this policy of insurance and hereby designates the above named Senior Vice President - Claims as the person to whom the said officer is authorized to mail such process or a true copy thereof.
This endorsement does not change any other provision of the policy.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
E N D O R S E M E N T
Date of Issuance: September 25, 2024
Endurance American Specialty Insurance Company
Policy Form: EXL 0203 0813
Endorsement Form: IL 1313 1220
Named Insured: Arboricultural Specialties, Inc. dba.
Professional Tree Care Company
Policy Number: EXT30065753400
Endorsement
Effective Date: August 04, 2024
Endorsement
Number: N/A
12:01 AM Standard Time at the address of the
Named Insured as shown in the Declarations.
DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT -
REJECTION OF OFFER
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
It is agreed that:
THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES
NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY.
A. Rejection of Offer
You have rejected the offer of terrorism coverage for Acts of Terrorism that are certified under the Terrorism Risk Insurance Act as reauthorized and amended, as an Act of Terrorism. An exclusion of terrorism losses has been made a part of this policy.
B. Disclosure of Federal Participation in Payment of Terrorism Losses The United States government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals 80% of that portion of the amount of such insured losses that exceeds the applicable insurer retention.
You have rejected this offer of coverage.
Authorized Representative
This endorsement does not change any other provision of the Policy. The title and any headings in this endorsement are solely for convenience and do not affect its meaning.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
EXCESS LIABILITY COVERAGE FOLLOW FORM
(SHORT FORM)
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. The words we, us and our refer to the Company providing this insurance. The word insured means any person or organization qualifying as such in the first underlyinginsurance which is the controlling policy listed in Item 5 of the Declarations, unless designated otherwise in the Declarations. Other words and phrases that appear in quotation marks have special meaning and can be found in the DEFINITIONS Section or the specific policy provision where they appear.
In consideration of the payment of the premium and in reliance upon the statements in the Declarations, we agree with you to provide coverage as follows:
INSURING AGREEMENTS
I. COVERAGE
We will pay on behalf of the insured the amount of loss covered by this insurance in excess of the underlying limits of insurance subject to the LIMITS OF INSURANCE Section. This policy will follow form to the terms, conditions, definitions, and exclusions of the "first underlying insurance" in effect the first day of the Policy Period, except
to the extent that the terms, conditions, definitions,
and exclusions of this policy differ from the "first underlying insurance." In no event shall this policy provide broader coverage than is provided by any policy in the underlying insurance shown in Item
5. of the Declarations, except if specifically provided otherwise by endorsement.
II. LIMITS OF INSURANCE
A. The Each Occurrence limit stated in Item 4. of the Declarations is the most we will pay for all loss arising out of any one occurrence to which this policy applies.
B. The aggregate limit shown in Item 4. of the Declarations is the most we will pay for all loss that is subject to an aggregate limit provided by the first underlying insurance and shall apply in the same manner as the aggregate limits provided by the first underlying insurance.
C. This policy applies only in excess of the underlying limits of insurance and only after the underlying limits of insurance have been exhausted.
III. DEFENSE
We will follow the Defense provisions of the first underlying insurance. In the event there are no Defense provisions contained in the first underlying insurance, we will have the right, but not the duty to be associated with you or your underlying insurer or both in the investigation of any claim or defense of any suit which in our opinion may create liability to our policy for loss. If we exercise such right, we will do so at our own expense, but we will have no such expense obligation or liability once the Limits of Insurance are exhausted.
IV. PREMIUM
If any additional premium charge is made to the underlying insurance during the Policy Period or if there is an increase in the risk assumed by us, our premium may be adjusted.
V. DEFINITIONS
A. Loss means those sums actually paid in the settlement or satisfaction of a claim which you are legally obligated to pay as damages, including but not limited to bodily injury and property damage, after making proper deductions for all recoveries and salvage.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
B. Underlying limits of insurance means the sum of the limits of all applicable underlying insurance listed in Item 5. of the Declarations, including self-insured retentions (SIRs), deductibles or other forms of insurance or self-insurance applicable to a given claim or occurrence.
VI. CONDITIONS
A. Changes
This policy can only be changed by a written endorsement signed by one of our authorized representatives that becomes a part of this policy.
B. First Named Insured Duties
The person or organization first named in Item 1. of the Declarations is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other Named Insureds for the giving and receiving of notice of cancellation or the receipt of any return premium that become payable.
C. Maintenance of Underlying Insurance
During the period of this policy, you agree to keep all underlying insurance in full force and effect and that the underlying limits of insurance will be maintained, except to the extent such limits may be reduced or exhausted by payment for loss covered by underlying insurance. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements.
D. Notice of Occurrence
You must see to it that we are notified as soon as practicable of an occurrence which may result in a claim or suit which may involve this policy. If a claim or suit against any insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable.
If the underlying limits of insurance are exhausted solely by payment of loss, no insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our written consent.
E. Other Insurance
If other insurance applies to a loss that is also covered by this policy, this policy will apply excess of the other insurance. However, this provision will not apply if the other insurance is specifically written to be excess of this policy. Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of legal liabilities.
F. Conformity to Statute
Any terms of this policy which are in conflict with the terms of any applicable law or regulation governing this policy are hereby amended to conform to such laws and regulations.
G. When Loss is Payable
Coverage under this policy will not apply unless and until the insured or the insureds underlying insurance is obligated to pay the full amount of the underlying limits of insurance.
When the amount of loss has finally been determined, we will promptly pay on behalf of the insured the amount of loss falling within the terms of this policy.
If the insured has rights to recover all or part of any payment we have made under this policy, then those rights are transferred to us and the insured must do nothing to impair those rights. At our request the insured will bring suit or transfer those rights to us to enforce them.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 Endurance American Specialty Insurance Company IL 1008 0114
IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its President and Senior Vice President and countersigned where required by law on the Declarations page by its duly authorized representative.
Senior Vice President President
Endurance American Specialty Insurance Company
1221 Avenue of the Americas
New York, NY 10020
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230
P O L I C Y H O L D E R N O T I C E
PN 0001 0721
Endurance American Specialty Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission
U. S. TREASURY DEPARTMENTS OFFICE OF FOREIGN ASSETS CONTROL (OFAC) No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided.
This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully.
The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of national emergency. OFAC has identified and listed numerous:
Foreign agents;
Front organizations;
Terrorists;
Terrorist organizations; and
Narcotics traffickers;
as Specially Designated Nationals and Blocked Persons. This list can be located on the United States Treasurys website -
http//www.treas.gov/ofac.
In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply.
Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230 City of Alameda
Signature Approval Form
Date: February 19, 2025
To: Jennifer Ott, City Manager
From: Erin Smith, Public Works Director
Re: Signature Request
____________________________________________________________________________________ Please check one of the following boxes
Service Provider Agreement or Contractor Agreement
Accounts Payable
Other - If other box is checked, explain:
5-year Compensation for Tree Planting Agreement with Arboricultural Specialist, Inc.
Following a competitive selection process, staff recommend City Council authorize the City Manager to execute a five-year agreement with Arboricultural Specialist, Inc. to provide tree planting services for Alameda’s Urban Forest. The proposed agreement includes services for watering and young tree care to best preserve the health and integrity of Alameda’s Urban Forest.
Is this going to Council? Y When? March 18 2025
or provide the following Council details
Per Council Action:
Date:
Resolution #:
Original Contract Amount:
Total five-year compensation shall not exceed $ 951,198.05 Budget Balance:
Other Pertinent Information:
Docusign Envelope ID: 23A64ABC-41CA-49BD-BC6C-2FB7D5E9EE30 Docusign Envelope ID: 79D65802-B4B9-4859-B610-877C0FA97230