Placentia City Council
April 16, 2024

REQUEST FOR PROPOSALS (RFP)
FOR

ON -CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES

FOR THE

CITY OF PLACENTIA

TABLE OF CONTENTS
1 INTRODUCTION
3 2

PROPOSAL SCHEDULE
5 3

SCOPE OF WORK
5 4

ASSURANCE OF DESIGNATED PROJECT TEAM
10 5

PROPOSAL FORMAT REQUIREMENTS
11 6

REQUIRED PROPOSAL STATEMENTS
14 7

EXCEPTIONS
14 8

RESOURCE ALLOCATION AND COST PROPOSAL
14 9

SUBMITTAL INSTRUCTIONS
15 10

EVALUATION CRITERIA
17 Appendix "A" — SAMPLE CITY PROFESSIONAL SERVICES AGREEMENT Appendix "B" — SUMMARY SHEET
Appendix "C" — CERTIFICATION OF PROPOSAL TO THE CITY OF PLACENTIA

1. INTRODUCTION
The City of Placentia ("City") seeks competitive proposals from qualified firms to provide On -call Construction Management and Inspection Services. A Professional Services Agreement will be entered into with multiple qualified firms to provide construction management services for a variety of projects on an on -call basis. On an on -call, as -needed basis, the selected firm(s) may later be asked to provide construction management and inspection proposals on a specific, project -by -project basis, based on an agreed -upon specific scope of services and fees.

The firm shall provide general Construction Management and Inspection services to support construction efforts and serve as an extension of City staff to assist in the overall delivery of projects, including preconstruction tasks, managing construction, and ensuring that the work is completed in accordance with the contract documents, and project closeout and commissioning phase. The consultant team will report directly to the City's Project Manager or their authorized representative. City staff may assist in managing construction and will oversee the work of the consultant's Project Manager, Inspector, and Contract Administrator.

Firms must provide construction management services and contract administration in conformance with the requirements set forth in the State's Construction Manual, State's Local Assistance Programs and Procedures Manual, OCFCD encroachment permit/requirements, and other Agencies regulatory permits/requirements. The construction manager is expected implement contract requirements and comply with all Federal and local guidelines, as required, in order to successfully execute the project in a timely and cost-efficient manner.

Technical questions about the requested services that might require a clarification of the Request for Proposals (RFP) shall be made only in writing to the Q&A section located in PlanetBids no fewer than seven (7) calendar days prior to the date and time set for opening of proposals and responses shall be provided in writing. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. This RFP includes a description of the scope of work, proposal requirements, and instructions for submitting your proposal.

Please do not contact City departments or other City staff directly. Information provided by other than the above contact may be invalid and proposals which are submitted in accordance with such information may be declared non -responsive.

Any changes, additions, or deletions in the RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids. Addenda shall become part of the agreement documents.

It is the proposer's sole responsibility to monitor PlanetBids for possible addenda to this RFP. Failure of proposer to retrieve addenda from this site shall not relieve the proposer of the requirements contained therein. Additionally, failure of proposer to return signed addenda, when required, may be cause for rejection of his/her proposal.

Proposals must conform to the requirements of this RFP to be considered for award and successfully submitted through the electronic bid management system at:
https://pbsystem.olanetbids.com/portal/54600/portal-home by the date and time specified on the cover page of this Request For Proposal. All proposals must be signed by an authorized representative and include the completed Summary Sheet and Certification of Proposal to the City of Placentia provided in Appendix "B" and "C" of this RFP.

The City reserves the right to waive any irregularity in any proposal or to reject any proposal that does not comply with this RFP. The City alone, using criteria determined by the City, will select the qualified firm and/or consultant. The successful consultant to whom the contract is awarded shall, within ten (10) days after being notified, enter a contract with the City for the work and shall furnish all required documents necessary to enter said contract. Failure of the successful consultant to execute the contract within said ten (10) days shall be just cause for the City to contract with the next ranked consultant.

By submitting a proposal, the proposer agrees to all of the terms of the RFP and the Agreement (Appendix A), unless exceptions to the RFP or the Agreement are stated by the proposer in its proposal. The successful proposers will be required to enter into an Agreement, which will include the requirements of this RFP as well as other contract requirements. In the delivery of these services, the term of the agreement shall be for three years with the option for two additional one-year term extensions.

The City reserves the right to reject any proposal(s) exceptions or changes to the Agreement or Request for Proposal.

2. PROPOSAL SCHEDULE
The schedule is as follows:
• Advertisement Date — JANUARY 9, 2024
• Q&A Due on PlanetBids — January 23, 2024 by 5:00 p.m. • Proposals Due on PlanetBids — JANUARY 30, 2024 by 5:00 p.m. • Hard copy proposal Due at City Hall — February 1, 2024 by 5:00 p.m. • Proposal Evaluations/Interviews, if necessary — February 2024 • City Council Contract Award and Selection* - March 2024 *The City expects, but does not guarantee, that the decision on selection of a firm will be made by the City Council on the date indicated above.

3. SCOPE OF WORK
The City desires to engage construction management firms that will ensure that not only are City capital projects built per plan and specifications but that will also ensure a high degree of quality craftmanship in the final product. The City's expectation is that selected CM/inspection teams will enforce a high attention to detail on project deliverables to ensure a high -quality finished product.

The majority of capital improvement and construction projects within the city include, but are not limited to, the following:
• Street rehabilitation
• Sewer improvements
• Signing and striping improvements
• Storm Drain improvements
• Bridge construction
• New building construction
• Irrigation and landscaping
• Site Improvements; concrete sidewalk, etc.
• Streets and park lighting
• Parks and Recreation facility improvements
• Mechanical systems
• Electrical systems
• Traffic Signal Improvements
The required services shall be performed by the consultant Project Manager, Inspector and Contract Administrator.

A. Project Manager/Resident Engineer
• The consultant Project Manager shall represent the City in the field. The Project Manager shall possess a minimum of (5) years' experience in construction management.
• The Inspector and the Contracts Administrator should have relevant experience in construction management and certifications or references that affirm the said experience.

B. Bid Analysis
• Prior to the start of the project, the Project Manager shall be responsible for conducting a bid analysis to determine the lowest responsible bidder.

C. Staff Report
• Preparation of staff reports for contract award to the lowest responsive and responsible bidder. Coordinate with the City to determine funding sources, publication dates, environmental and fiscal impact, and schedule of award to meet the City's deadlines.

D. General Construction Administration
• Coordinate with the City to define roles and responsibilities during construction and develop a construction management plan. • Co -lead the pre -construction meeting and schedule and conduct regular construction and progress meetings to discuss such matters as procedures, progress, problems and scheduling. Will prepare and promptly distribute meeting minutes.
• Record the progress of the project. Submit written daily and progress reports to the City. Keep daily logs containing a record of weather, contractor's work on the site, number of workers and equipment, work accomplished, problems encountered, and other relevant data. Make the log available to the City. Prepare and send Weekly Statement of Working Days to the contractor. Monitor contractor's compliance with labor code requirements.
• Maintain, at the job site, records of contract documents including drawings, addenda, change orders, and other modifications of plans and specifications marked to show all changes made during construction.

Maintain as -built records of underground utilities, including locations and depths of trenches. At the completion of the project, deliver to the City all contract documents including as -built records.

• Consult with the City when the contractor requests interpretations of the meaning and intent of the drawings and specifications and assist in achieving the resolution of problems which may arise.
• Coordinate with the City and contractor to incorporate a centralized platform where all documents are filed and distributed amongst the project team.
• Consultant shall be responsible for ensuring that all building permits, special permits, if required are obtained, and that all applicable fees have been paid, and shall obtain approvals from authorities having jurisdiction over the Project.

E. Submittal/RFI Review & Processing
• The Project Manager shall be responsible for review of completeness and quantity of all required shop drawings, product data, samples and other submittals ("Submittals").
• The consultant team shall transmit the Submittals to City staff for review and approval and shall establish and implement procedures for expediting the processing, approving, and distribution of Submittals. • Project Manager shall develop, maintain, and manage all submittal/RFI logs.
• Determine the workflow on for all Submittal/RFI review including City staff, design engineers, contractor personnel, and the construction management team.

F. Constructability Review
• Consultant shall review project plans and specifications to determine its "constructability". Consultant shall also review construction schedule, including activity sequences and duration, schedule of submittals and schedule of delivery for products with long lead-time. The project schedule shall be updated as required showing current conditions and revisions required by actual progress.
• The individuals, Project Manager, Inspector and Contract Administrator, shall not be responsible for construction means, methods, techniques, sequences and procedures employed by the contractor in the performance of the contract, and shall not be responsible for the failure of the contractor to carry out work in accordance with the contract documents. However, any errors, omissions, or discrepancies found in the Contract Documents shall be called to the attention of the City's Project Manager and clarified prior to construction start.

G. Change Order Review

• Consultant shall conduct a comprehensive evaluation of change order requests, provide independent estimates, render recommendations and assist in claim resolution.
• Consultant shall monitor and report on the status of the Project Construction Budget on a monthly basis, indicating actual costs for completed activities and work in progress, and indicating estimates for uncompleted work. Report should identify variances between actual and budgeted or estimated costs and shall advise the City whenever it appears that the Actual Construction Cost has exceeded, or will exceed, the Project Construction Budget for the entire Project or any Project Component.

H. Safety
Monitor the contractor's safety program. Take necessary steps to ensure the jobsite conditions are in compliance with OSHA regulations.

I. Progress Payments
• Consultant shall maintain cost accounting records on authorized work performed under unit costs and additional work performed on the basis of actual costs of labor and materials, or other work requiring accounting records.
• May develop and implement procedures for the review and processing of applications by contractor for progress and final payments. • Make recommendations for certification to the City for payment. • Provide status of monthly certified payroll reports and monthly as-builts updates as backup for each payment submitted to the city for review.

J. Material Testing
• Consultant team to provide field inspections and compaction tests for grading, trench backfill and asphalt concrete pavement construction according to the project special provisions, the Standard Specifications for Public Works Construction ("Green Book") and Caltrans Standard Specifications.
• Provide inspections for installation of precast and cast in -place concrete, welding, high strength bolts, structural steel, masonry, painting and other types of work in accordance with the California Building Code (CBC) and the contract documents.
• Available tests may include the following:
• Mix Designs
• Concrete
• Concrete Blocks

• Brick Masonry
• Masonry Prisms
• Mortar and Grout
• Fireproofing
• Soils and Aggregates
• Asphalt Concrete
• Reinforcing Steel
• Environmental
K. Inspections
• Consultant shall determine that the work of contractor is being performed in accordance with the contract documents.
• Make recommendations to the City regarding special inspection or testing of work not in compliance with the provisions of the contract documents.
• Subject to review by the City, reject work which does not conform to the requirements of contract documents.
• Facilitate and coordinate inspection by representatives of other agencies, as needed.
• Evaluate the completion of the work of the contractor and make recommendations to the City when work is ready for final inspection. • Assist the City in conducting final punchlist inspections. • Schedule and coordinate special inspection and material testing. • Inspector(s) shall oversee and inspect all aspects of construction to ensure compliance with the Plans, Specifications, and Special provisions.

L. Claims
• Claims submitted by the contractor must adhere to Public Contract Code Section 10240 and 20104.
• Consultant Project Manager shall coordinate with City consultant on claim matters.
• Review all claims and provide an evaluation to the City. Documentation must be provided and reviewed to support any claim.
• Coordinate the resolution of each claim with suggested design changes that may have been caused by unforeseen field conditions.

M. Prevailing Wage / Labor Compliance
• Consultant shall monitor and enforce prevailing wage forms and requirements for conformance to the prevailing wage rates on a weekly basis.

• Shall verify that all Trade personnel listed in the daily log are also listed in the certified payroll and shall conduct weekly employee interviews, one for each trade, and submit verification with the monthly progress payments.
• Perform employee interviews to verify and enforce prevailing wage requirements on a regular basis.

N. Project Closeout
• The Project Manager shall be responsible for all project closeout items, such as: As -Built plans and related documentation, punch list completion, commissioning, warranty requests during the one-year period. Shall schedule and oversee the warranty repair. Should include site visits as requested by the City to look at defects or imperfections to determine if it is a warranty issue.
• Shall provide a close out report outlining any obstacles, violations, and services performed. Shall provide a close out report for but not limited to any violations, fringe benefit statements, missing payroll reports, unsatisfactory employee interviews, claims, and any other documentation related to prevailing wage and labor compliance.

O. Community Outreach
• Consultant shall attend and co -lead a pre -construction meeting with the community. The primary purpose of this meeting is to introduce the CM team to the community and discuss major anticipated construction impacts.
• Project Manager shall coordinate with the City's Communication Manager and communicate with the community regarding impacts related to the construction project.

P. Federal Requirements
• Preparation of Caltrans documentation including but not limited to Award package, interim reports, and final report (close out) to be reviewed by the City.
• Coordinate with the City to ensure Disadvantaged Business Enterprises (DBE) goal is met by contractors and document any changes throughout the length of the project.
• Compliance with any and all state and federal funding requirements for construction and enforce any regulations set forth by these funds.

All tasks listed above shall be required on an as -needed basis. The city reserves the right to add or reduce some of the above tasks and duties as it sees fit. The

consultant, serving as staff extension, shall remain sufficiently flexible to meet the needs of the City and of the project.

4. ASSURANCE OF DESIGNATED PROJECT TEAM
Proposer shall ensure that the designated project team, including sub -consultants as identified in the firm's proposal, is used for this project. Departure or reassignment of, or substitution for, any member of the designated project team or sub-consultant(s) shall not be made without the prior written approval of the City.

5. PROPOSAL FORMAT REQUIREMENTS
Each response to this RFP shall include the information described in this section.

Provide the information in the specified order. Failure to include all the elements specified may be cause for rejection. Additional information may be provided but should be brief and relevant to the goals of this RFP. Excessive information will not be considered favorably.

Three physical copies of the final proposal shall be submitted to the City no later than two working days after the proposal deadline. The consultant project cost proposal shall be submitted in a separate sealed envelope marked "Cost Proposal." Proposer's who do not include physical copies within the specified timeframe will be considered unresponsive and disqualified.

All proposals must be signed by an authorized representative and include the completed Summary Sheet and Certification of Proposal to the City of Placentia provided in Appendix "B" and "C" of this RFP.

Proposals shall be limited to a maximum of 30 pages. Proposals over 30 pages will be rejected. Paper size shall be 8.5"x11" and occasional 11"x17" sheets are acceptable for exhibits and graphics. The cover letter, table of contents, front and back covers, summary sheet, certification of proposal and section dividers are excluded from the page count. The proposal should include the following sections in order:

A. Cover Letter
Shall contain the following information:
• Title of this RFP
• Name and mailing address of the prime consultant (include physical location if mailing address is a PO Box)

• Contact Person, Email address, telephone number, and fax number The City will use email to notify your firm of critical developments such as interview schedules if any, notification of selection/non-selection, etc. Therefore, it is essential that you identify one or more contact persons who have frequent access to email.

The City will not be responsible for delivery failure of email due to firewalls, spam filters, or individuals' failure to retrieve email messages. The City will not attempt to re -deliver any messages which fail due to no fault of the City.

The Cover Letter must be signed by an officer empowered by the Consultant to sign such material and thereby commit the Consultant to the obligations contained in the RFP response. Further, the signing and submission of a response shall indicate the intention of the proposer to adhere to the provisions described in this RFP and a commitment to enter into a binding contract.

1. Proposals submitted on behalf of a Partnership shall be signed in the firm name by a partner or the Attorney -In -Fact. If signed by the Attorney -In -Fact, there shall be attached to the proposal a Power -Of- Attorney evidencing authority to sign proposals, dated the same date as the proposal and executed by all partners of the firm.

2. Proposals which are submitted on behalf of a Corporation shall have the correct corporate name thereon and the actual signature of the authorized officer of the corporation written (not typed) below the corporate name. The title of the office held by the person signing for the corporation shall appear below the signature of the officer.

3. Proposals which are submitted by an Individual doing business under a firm name ("dba") shall be signed in the name of the individual doing business under the proper firm's name and style.

B. Executive Summary
Describe your firm's and sub -consultant's (if any) general experience and qualifications as it pertains to projects of similar scope and size. Identify the services which would be completed by your firm's staff and those that would be provided by sub- consultants. Identify any sub -consultants you propose to utilize to supplement your firm's staff.

C. Project Team Organization

Clearly identify the prime consultant, all subconsultants, and their respective roles.

Show the Project Manager and the key staff proposed for this project, including subconsultants' staff. It is expected that the project team proposed under this proposal will remain unchanged throughout the duration of the project. Replacement of key staff without consultation with the City will not be permitted.

Include contact information and a brief summary of the Prime firm's history and experience providing the requested services on similarly sized and scoped projects.

Include a summary of the firm's experience, if any, with the City of Placentia. Provide a brief resume for each key staff member including their education background, licensing (if applicable), availability, and project experience.

D. Relevant Project Experience and References
List and provide a narrative summary of related project experiences Include a minimum of three (3) similar type/size projects that your team has completed.

Provide a project description, services provided, and construction costs. Discuss whether the design and construction were completed on time and within budget.

Provide a minimum of three (3) references (name, title, agency, and telephone number) from previous experience. Provide no more than one contact person per project as a reference, including agency/company and phone number. Preference is given to project references that have directly worked with staff proposed for this project.

E. Understanding & Approach
Provide a detailed discussion of your firm's approach to the successful implementation of this agreement. Describe your firm/team's understanding duties assigned and identify the approach for key services and/or issues anticipated.

Describe the Project Manager's and firm/team support and approach to ensure the effort is completed on schedule and within the established budget.

F. Scope of Work
Provide a scope of work complementing the City's proposed scope of work describing all tasks required to complete the work and any additional aspects to the work scope the City should and could consider. The scope of work shall provide enough detail to distinguish the varied work effort required, in keeping with the City's desired tasks to be completed.

G. Schedule
Provide a typical schedule or sequence of events to accomplish all the required tasks; include review/approval times for the City and other project stakeholders.

H. Proposed Exceptions
Describe all proposed exceptions, alterations or amendments to the Scope of Services or other requirements of this RFP, including the Sample Contract (Appendix " A"). This section shall be clearly marked "Proposed Exceptions" in your submittal. If no exceptions are taken this shall be clearly stated in this section. The nature and scope of your proposed exceptions may affect the evaluation of your submittal and the City's determination of whether it is possible to successfully negotiate a contract with your firm/individual.

It is necessary to submit these elements with your RFP response. Failure to submit the required information with your response will render your proposal non- responsive.

6. REQUIRED PROPOSAL STATEMENTS
This statements identified below must be included in your RFP response:

A. A statement that the submitting firm will perform the services and adhere to the requirements described in this RFP, including any addenda (reference the addenda by date and/or number).

B. Subsequent to award of this RFP, all or part of any submittal may be released to any person or firm who may request it, as prescribed by the State of California Public Records Act.

C. Proposers shall include a statement that describes the specific portion(s) of their submittal that are considered proprietary and should not be releasable as public information. Proposers should be aware that all such requests may be subject to legal review and challenge.

D. Include a statement of assurance that you will not substitute members of your designated team without approval by the City of Placentia staff which declares there is no Conflict of Interest.

E. Include a statement which declares there is no Conflict of Interests.

F. Provide a statement attesting there has been no Collusion with other proposing firms.

G. Indicate your ability and agreement to fulfill the indemnification and insurance requirements contained in the sample contract. (Please note that actual Certificates of Insurance are not required as part of your submittal.)

7. EXCEPTIONS

8. RESOURCE ALLOCATION AND COST PROPOSAL
Selection of the consultant will be made in accordance with the provisions of Chapter 10 of the California Government Code, Sections 4526 and 4529.5, stating that selection of professional services is based on competence and qualifications without regard to fee. The fee will be opened and evaluated to ensure the fee is reasonable for the services to be delivered after selection of the consultant based on qualifications is complete. Provide in a separate sealed envelope the proposed billing rates for all expected personnel to deliver services as described in the scope of work.

All cost proposals shall be signed and dated per Section 5.0 above and shall be submitted in a separate sealed envelope.

9. SUBMITTAL INSTRUCTIONS
A. Time, Place and Format
Proposal submission due date: JANUARY 30, 2024 at 5:00 P.M: No proposals will be considered for award unless properly and successfully submitted through the electronic bid management system at:
https://pbsystem.planetbids.com/portal/54600/portal-home by the date and time specified on the cover page of this Request For Proposal. All proposals must be signed by an authorized representative.

All required sections, including pricing, shall be submitted via the website. Bidder is solely responsible for "on time" submission of their electronic proposal. The bid management system will not accept late bids and no exceptions shall be made. Bidders will receive an e -bid confirmation number with a time stamp from PlanetBids, the bid management system indicating their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

DO NOT FAX OR E-MAIL.

NOTE: E-Bids/Proposals are sealed and cannot be viewed by the City or any other person or entity until the closing date and time. If you need to withdraw your bid, you may do so at any time before the bid deadline, by going back into the system and selecting "withdraw".

Three physical copies of the final proposal shall be submitted to the City no later than two working days after the proposal deadline. The

consultant project cost proposal shall be submitted in a separate sealed envelope marked "Cost Proposal." Proposer's who do not include physical copies within the specified timeframe will be considered unresponsive and disqualified.

All proposals must be signed by an authorized representative and include the completed Summary Sheet and Certification of Proposal to the City of Placentia provided in Appendix "B" and "C" of this RFP.

Proposals must:
• Show page numbers for all pages in the proposal.
• Be on 8-1/2"x11" page size
• states "On -Call Construction Management and
Inspection Services"
• identifies the proposer
• Must be addressed as follows:

City of Placentia
Attn: Chris Tanio, PE, Deputy Director/City Engineer
401 E. Chapman Avenue
Placentia, CA 92870
• Proposals must address the requirements of the RFP as set forth in Section 5. They should be as concise as possible and must not contain any promotional, advertising or display material.

B. Cost proposal Submittal
A detailed hourly rate schedule shall be required for this RFP. If subcontracting, the rate structure for those services shall be included.

On -call contracts resulting from this RFP will be awarded to firms whose Technical Proposal meets the technical requirements of the RFP.

Proposals will be ranked in accordance with the evaluation criteria stated in this RFP. Should the consultants selected for each task or project be not able to reach an agreement on the fees for design services, the City reserves the right to enter negotiations with any of the qualified consultant on the on -call list.

C. Opening of Responses
All proposals are scheduled to be opened and considered within two weeks after the deadline date shown in Section 2 using evaluation procedures set forth in Section 10. Consultant selection may be delayed or postponed at the discretion of the City.

10. EVALUATION CRITERIA
A. Selection Committee
a. Proposals submitted will be evaluated by a Selection Committee B. Review of Proposals
a. The Selection Committee will use a point formula during the review process to individually score Project Proposals, as outlined in Section C below, "Project Proposal Evaluation Criteria." The Selection Committee will then be convened to review and discuss these evaluations and combine the individual scores to arrive at an average composite Project Proposal score for each firm. Firms that do not meet "Mandatory Elements" listed in Section C1 below will be eliminated from further consideration.
b. After the composite Project Proposal score for each firm has been established based upon the "Qualitative Evaluation" criteria listed in Section C, the Selection Committee may request oral presentations from a subset of those firms with a minimum score of 70 points. Based upon score rankings, the three (3) highest ranking firms may be interviewed.

The Selection Committee may also schedule a site visit, if applicable. c. The Cost Proposal of firms receiving a minimum score of 70 points on the qualitative review will be opened to ensure that the Cost Proposal is reasonable. The cost proposal for these services should consist of hourly rate for all classifications assigned to this project.

C. Project Proposal Evaluation Criteria
Proposals will be evaluated using three (3) sets of criteria. Firms meeting the mandatory elements will have their proposals evaluated and scored. The following represent the principal selection criteria which will be considered during the evaluation process.
a. Mandatory Elements
i. The firm is independent and properly licensed to practice in California.
ii. The firm has no conflict of interest with regard to any other work performed by the firm for the City.
iii. The firm adheres to the instructions in this RFQ on preparing and submitting the proposal.
iv. The firm included a Letter of Transmittal in the Project Proposal. b. Qualitative Evaluation (Maximum Points = 100)
In order to be considered the proposer must achieve at least 70 points. (Points will be assigned by the Department Director or Coordinator.) i. Expertise and Experience (60 points)

1. The quality of the firm's and individual personnel's experience in providing professional design and
engineering services for City Capital Improvement Projects as described in the Scope of Services. The quality of the personnel's demonstrated expertise in producing detailed plans and related engineering services.

2. The quality of professional personnel's education,
certifications, licenses, and years of experience designing plans and providing construction support. Demonstrated
commitment to high quality customer service and public
relations.

3. Public agency references relative to personnel assigned to this contract; Long-term working relationships, multiple projects delivered for same agencies.

4. Firm's statement on why it believes itself to be best qualified.
ii. Scope of Work (20 points)

1. Contract scope of work outlined in Section 3 of the RFP is addressed, and the proposal demonstrates that the
proposer thoroughly understands the City's needs and
expectations, and how those will be met.

2. Inclusion of additional work scope/deliverables that complements and enhances the City's scope of work which will ultimately deliver better services and construction projects.
iii. Allocation of Resources (20 points)

1. Conceptual plan that outlines how the firm's resources will be leveraged to deliver Construction Management and
Inspection Services that ultimately result in better projects.

2. Identify any distinguishing features, resources, skills and/or services your firm can allocate to this contract to deliver the City's capital improvement projects.

LEGAL REQUIREMENTS
The contract awarded shall be governed in all respect by the laws of the State of California, and any litigation with respect thereto shall be brought in the courts of the State of California.

The firm awarded the contract shall comply with applicable Federal, state and local laws and regulations and comply with the following terms:
• The City has the right to reject any and all proposals . • All documents submitted in response to the RFP are public documents subject to disclosure as permitted by the California Public Records Act. • The City is not liable for any costs incurred in responding to the RFP. • From the issue date of this RFP until a firm is selected and the selection is announced, firms are not allowed to communicate for any reason with any City staff except through the person named herein for questions. For violation of this provision, the City shall reserve the right to reject the proposal of the offending firm. • The selected firm will be required to enter into a Professional Services Agreement with the City of Placentia which includes the City's Standard Terms and Conditions including insurance requirements.
• Proposals submitted early may be withdrawn by the firm prior to the Proposal due date specified above. Following the Proposal due date, the Proposal constitutes a binding offer and may not be withdrawn by the firm prior to the award. • The City of Placentia reserves the right to: (a) waive minor irregularities or variances, non -material bid informalities or defects in any proposal; (b) reject any and all proposals, in whole or in part, submitted in response to this solicitation; (c) request clarifications from all firms; (d) request resubmissions from all firms; (e) make partial, progressive or multiple awards; and (f) take any other action as permitted by law and /or the City's Procurement Ordinance.

APPENDIX "A" - PROFESSIONAL SERVICES AGREEMENT (SAMPLE)

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH
THIS AGREEMENT is made and entered into this _ day of , 20_ ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and , a [state] [type of corporation] ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to landscape architecture and accessibility design services, as more fully described herein; and
B. WHEREAS, Consultant represents that it is "design professional" as that term is defined by California Civil Code Section 2782.8 and has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; including credentials as a Certified Access Specialist under Subchapter 2.5 of Title 21 of the California Code of Regulations; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and E. WHEREAS, among other reasons, the City is hiring Consultant to perform accessibility design services at a public park within the City to comply with all applicable accessibility requirements.

Accordingly, Consultant desires to perform these services and to bear all risk the City may bear resulting from accessibility designs that are not complaint.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference, including but not limited to, preparing all design documents free from defects.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices, and with credentials as a Certified Access Specialist under Subchapter 2.5 of Title 21 of the California Code of Regulations. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its

service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. Consultant also warrants that it has ownership of all intellectual property being provided under this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above -mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All

insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City.

Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed Dollars ($ .00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Engineer is authorized to approve a Change Order for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A".

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of months, ending on , 20_, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination.

Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished

design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant

shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below.
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased.

In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self -insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held

responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: Tel:

Fax: Fax:

Attn: Attn:

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of

the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or -whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits

on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be

required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A municipal corporation
Date:

City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia

CONSULTANT
Date:

Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Date:

City Attorney
APPROVED AS TO INSURANCE:

Date:

Risk Management
APPROVED AS TO CONTENT:

Date:

Project Manager

DEPARTMENTAL APPROVAL
Date:

Name, Title

EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK

EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS

APPENDIX B

SUMMARY SHEET
Firm Name:

Firm Parent or Ownership:

Firm Address:

Firm Telephone Number:

Firm Fax Number:

Number of years in existence:

Management Contact (person responsible for direct contact with the City of Placentia and services required for this Request for Proposal):

Name: Title:

Telephone Number: Fax:

Email:

Project Manager (Person responsible for day-to-day servicing of the account):

Name: Title:

Telephone Number: Fax:

Email:

Types of services provided by the firm:

APPENDIX C

CERTIFICATION OF PROPOSAL TO THE CITY OF PLACENTIA

1. The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), dated JANUARY 9, 2024, and to be bound by the terms and conditions of the RFP.

2. This firm has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them.

3. It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City.

4. The proposal includes all of the commentary, figures and data required by the Request for Proposal, dated JANUARY 9, 2024.

5. This firm has carefully read and fully understands all of the items contained in the RFP. This firm agrees to all of the requirements except for those disclosed by the firm in project proposal, listed on an attachment.

6. The proposal shall be valid for 90 days from JANUARY 9, 2024.

Name of Firm:

By:
(Authorized Signature)
Type Name:

Title:

Date:

EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
Ardurra Group Inc

ARDURRA-01

EMORRIS

ACORD CERTIFICATE OF LIABILITY INSURANCE
��

DATE (MM/DD/YYYY)
2/28/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Ames & Gough
8300 Greensboro Drive
Suite 980
McLean, VA 22102

CONTACT
NAME:

PHONE 703 827-2277 FAX 703 827-2279
(A/c, No, Ext): ( ) (A/c, No):( )
ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A : Charter Oak Fire Insurance Company A++ (XV) 25615

INSURED
Ardurra Group, Inc.
4921 Memorial Highway
Suite 300
Tampa, FL 33634
INSURER B : Phoenix Insurance Company A++, XV
25623
INSURER C : Travelers Property Casualty Company of America 25674
INSURER D : National Fire & Marine Insurance Company
20079
INSURER E :

INSURER F :

COVERAGES
CERTIFICATE NUMBER:

REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR
LTR

TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)
LIMITS
A
X

COMMERCIAL GENERAL LIABILITY
630-5X487435
1/1/2024
1/1/2025

EACH OCCURRENCE
$ 1,000,000

CLAIMS -MADE
X
OCCUR

DAMAGETORENTED
PREMISES (Ea occurrence)
$ 1,000,000
X
Contractual Liab.

MED EXP (Any one person)
$ 15,000

PERSONAL & ADV INJURY
$ 1,000,000
GEN'L
X

AGGREGATE
POLICY
OTHER:

X

LIMIT APPLIES
PER:

LOC

GENERAL AGGREGATE
$ 2,000,000

PRODUCTS - COMP/OP AGG
$ 2,000,000
$
B

AUTOMOBILE
X

LIABILITY

ANY AUTO
OWNED

AUTOS ONLY

AUTOS ONLY

SCHEDULED
AUTOS

NON -OWNED UU
810-5X558309

1/1/2024
1/1/2025

COMBINED SINGLE LIMIT
(Ea accident)
1,000,000
$
BODILYINJURY(Perperson)
$
BODILY INJURY (Per accident)
$

PROPERTY
accidentDAMAGE
$
$
C
X

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
CUP -5X642114
1/1/2024
1/1/2025

EACH OCCURRENCE
$ 15,000,000

AGGREGATE
$ 15,000,000
DED
X
RETENTION $ 10,000
$
C

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/N
N
N /A
UB-5X489557
1/1/2024
1/1/2025
X
PER

STATUTE
OTH-
ER
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
1,000,000
$
D
Professional Liab.
42-EPP-306878-06
1/1/2024
1/1/2025
Per Claim/Aggregate
2,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) On -Call Construction Management and Inspection Services The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are included as additional insured with respect to General Liability, Automobile Liability, and Umbrella Liability when required by written contract. General Liability includes Additional Insured coverage for Completed Operations as required by written contract.

General Liability, Automobile Liability, and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. General Liability, Automobile Liability, Workers Compensation, and Umbrella SEE ATTACHED ACORD 101

CERTIFICATE HOLDER

CANCELLATION
City of Placentia
401 East Chapman Avenue
Placentia, CA 92870

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

AGENCY CUSTOMER ID: ARDURRA-01
LOC #: 2

EMORRIS
AFRO

ADDITIONAL REMARKS SCHEDULE

AGENCY Ardurra
Ames & Gough

NAMED INSURED
Group, Inc.
4921 Memorial Highway
Suite 300
Tampa, FL 33634

POLICY NUMBER
SEE PAGE 1

CARRIER
SEE PAGE 1

NAIC CODE
SEE P 1
EFFECTIVE DATE: SEE PAGE 1

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles:

Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. Umbrella Liability coverage sits excess over General Liability, Automobile Liability and Employers' Liability coverage. 30 -day Notice of Cancellation will be issued for the General Liability, Automobile Liability, Workers Compensation, Umbrella Liability, and Professional Liability policies in accordance with policy terms and conditions.

ACORD 101 (2008/01)
© 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

POLICY NUMBER: 810-5X558309 ISSUE DATE: 01/01/2024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

CANCELLATION, NONRENEWAL OR MATERIAL

LIMITATION OF COVERAGE PROVIDED BY US
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY

SCHEDULE
CANCELLATION:

WHEN WE DO NOT RENEW (Nonrenewal):

MATERIAL LIMITATION OF COVERAGE:

PERSON OR SEE CA T8 06
ORGANIZATION:

ADDRESS: .

PROVISIONS
A. If we cancel this policy for any legally permitted
reason other than nonpayment of premium, and a
number of days is shown for Cancellation in the
Schedule above, we will mail notice of
cancellation to the person or organization shown
in such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for Cancellation in such
Schedule before the effective date of
cancellation.

B. If we do not renew this policy for any legally
permitted reason other than nonpayment of
premium, and a number of days is shown for
When We Do Not Renew (Nonrenewal) in the
Schedule above, we will mail notice of
nonrenewal to the person or organization shown
Number of Days Notice:

Number of Days Notice:

Number of Days Notice:
30 30
30 in such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for When We Do Not
Renew (Nonrenewal) in such Schedule before the
effective date of nonrenewal.

C. If we add a material limitation on the coverage
provided by this policy, and a number of days is
shown for Material Limitation Of Coverage in the
Schedule above, we will mail notice of such
limitation to the person or organization shown in
such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for Material Limitation Of
Coverage in such Schedule before the effective
date of such limitation.

IL T3 54 05 19
© 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1

COMMERCIAL AUTO POLICY
ENDORSEMENT - CA T8 06 05 23
POLICY NUMBER: 810-5X558309
** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54
IT IS AGREED THAT:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY
PERSON OR ORGANIZATION:

ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN

CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF:

1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE

NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST

NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND

2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE.

THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US.

ADDRESS:

THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US.

EFFECTIVE DATE: 01/01/24 EXPIRATION DATE:

DATE OF ISSUE: 01/01/24 Page 1 of 1

Policy Number: 810-5X558309

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT - FLORIDA
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS -

INCREASED LIMITS
F. HIRED AUTO - LIMITED WORLDWIDE

COVERAGE - INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE - GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form
during the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only
until the 180th day after you acquire or form the
organization or the end of the policy period,
whichever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II - COVERED
AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
during the policy period, to be named as an
additional insured is an "insured" for Covered
Autos Liability Coverage, but only for damages to
which this insurance applies and only to the
extent that person or organization qualifies as an
"insured" under the Who Is An Insured provision
contained in Section II.

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II -
COVERED AUTOS LIABILITY COVERAGE:

An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in an "employee's"
name, with your permission, while performing
duties related to the conduct of your
business.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV -
BUSINESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage
Coverage, the following are deemed to
be covered "autos" you own:

CA F2 19 03 21
© 2021 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission

COMMERCIAL AUTO
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
permission, while performing duties
related to the conduct of your
business.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:

Any "employee" of yours is an "insured" while
using a covered "auto" you don't own, hire or
borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2),
of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds
(including bonds for related traffic law
violations) required because of an
"accident" we cover. We do not have to
furnish these bonds.

2. The following replaces Paragraph A.2.a.(4),
of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day
because of time off from work.

F. HIRED AUTO — LIMITED WORLDWIDE
COVERAGE — INDEMNITY BASIS
The following replaces Subparagraph (5) in
Paragraph B.7., Policy Period, Coverage
Territory, of SECTION IV - BUSINESS AUTO
CONDITIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction,
embargo, or similar regulation imposed by the
United States of America applies to and
prohibits the transaction of business with or
within such country or jurisdiction, for
Covered Autos Liability Coverage for any
covered "auto" that you lease, hire, rent or
borrow without a driver for a period of 30
days or less and that is not an "auto" you
lease, hire, rent or borrow from any of your
"employees", partners (if you are a
partnership), members (if you are a limited
liability company) or members of their
households.
(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(i) You must arrange to defend the
"insured" against, and investigate or
settle any such claim or "suit" and
keep us advised of all proceedings
and actions.
(ii) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(iv) We will reimburse the "insured" for
sums that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, that the
"insured" pays with our consent, but
only up to the limit described in
Paragraph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
LIABILITY COVERAGE.
(v) We will reimburse the "insured" for
the reasonable expenses incurred
with our consent for your
investigation of such claims and your
defense of the "insured" against any
such "suit", but only up to and
included within the limit described in
Paragraph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
LIABILITY COVERAGE, and not in
addition to such limit. Our duty to
make such payments ends when we
have used up the applicable limit of
insurance in payments for damages,
settlements or defense expenses.
(b) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess
contingent or on any other basis.

© 2021 The Travelers Indemnity Company. All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission

COMMERCIAL AUTO
(c) This insurance is not a substitute for
required or compulsory insurance in any
country outside the United States, its
territories and possessions, Puerto Rico
and Canada.

You agree to maintain all required or
compulsory insurance in any such
country up to the minimum limits required
by local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory
insurance requirements.
(d) It is understood that we are not an
admitted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and
Canada. We assume no responsibility for
the furnishing of certificates of insurance,
or for compliance in any way with the
laws of other countries relating to
insurance.

G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D.,
Deductible, of SECTION III - PHYSICAL
DAMAGE COVERAGE:

No deductible applies under Specified Causes of
Loss or Comprehensive coverage for "loss" to
glass used in the windshield.

H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
The following replaces the last sentence of
Paragraph A.4.b., Loss Of Use Expenses, of

SECTION III - PHYSICAL DAMAGE
COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
The following replaces the first sentence in
Paragraph A.4.a., Transportation Expenses, of

SECTION III - PHYSICAL DAMAGE
COVERAGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense
incurred by you because of the total theft of a
covered "auto" of the private passenger type.

J. PERSONAL PROPERTY
The following is added to Paragraph A.4.,
Coverage Extensions, of SECTION III -
PHYSICAL DAMAGE COVERAGE:

Personal Property
We will pay up to $400 for "loss" to wearing
apparel and other personal property which is:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3.,
Exclusions, of SECTION III - PHYSICAL
DAMAGE COVERAGE:

Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that
inflate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for
Comprehensive Coverage under this policy;
b. The airbags are not covered under any
warranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV - BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized
representative prompt notice of the "accident" or
"loss" applies only when the "accident" or "loss" is
known to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability
company);
(d) An executive officer, director or insurance
manager (if you are a corporation or other
organization); or
(e) Any "employee" authorized by you to give
notice of the "accident" or "loss".

CA F2 19 03 21
© 2021 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission

COMMERCIAL AUTO
M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - BUSINESS AUTO
CONDITIONS:

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the
extent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or
"loss" arises out of operations contemplated
by such contract. The waiver applies only to
the person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2.,
Concealment, Misrepresentation, Or Fraud, of
SECTION IV - BUSINESS AUTO CONDITIONS:

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance.

However this provision does not affect our right to
collect additional premium or exercise our right of
cancellation or non —renewal.

© 2021 The Travelers Indemnity Company. All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission

Policy Number: 810-5X558309

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON-CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the

BUSINESS AUTO COVERAGE FORM

PROVISIONS
1 The following is added to Paragraph A.1.c., Who
Is An Insured, of SECTION II - COVERED
AUTOS LIABILITY COVERAGE:

This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent of
that person's or organization's liability for the
conduct of another "insured".
following:

2. The following is added to Paragraph B.5., Other
Insurance of SECTION IV - BUSINESS AUTO
CONDITIONS:

Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non-contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, requires
this insurance to be primary and non-contributory.

CA T4 74 02 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

POLICY NUMBER: P -630-5x487435
ISSUE DATE: 01/01/2024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

CANCELLATION, NONRENEWAL OR MATERIAL

LIMITATION OF COVERAGE PROVIDED BY US
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY

SCHEDULE
CANCELLATION:

WHEN WE DO NOT RENEW (Nonrenewal):

MATERIAL LIMITATION OF COVERAGE:

PERSON OR SEE CA T8 06
ORGANIZATION:

ADDRESS: .

PROVISIONS
A. If we cancel this policy for any legally permitted
reason other than nonpayment of premium, and a
number of days is shown for Cancellation in the
Schedule above, we will mail notice of
cancellation to the person or organization shown
in such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for Cancellation in such
Schedule before the effective date of
cancellation.

B. If we do not renew this policy for any legally
permitted reason other than nonpayment of
premium, and a number of days is shown for
When We Do Not Renew (Nonrenewal) in the
Schedule above, we will mail notice of
nonrenewal to the person or organization shown
Number of Days Notice:

Number of Days Notice:

Number of Days Notice:
30 30
30 in such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for When We Do Not
Renew (Nonrenewal) in such Schedule before the
effective date of nonrenewal.

C. If we add a material limitation on the coverage
provided by this policy, and a number of days is
shown for Material Limitation Of Coverage in the
Schedule above, we will mail notice of such
limitation to the person or organization shown in
such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for Material Limitation Of
Coverage in such Schedule before the effective
date of such limitation.

IL T3 54 05 19
© 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1

COMMERCIAL AUTO POLICY
ENDORSEMENT - CA T8 06 05 23
POLICY NUMBER: P -630-5X487435
** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54
IT IS AGREED THAT:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY
PERSON OR ORGANIZATION:

ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN

CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF:

1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE

NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST

NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND

2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE.

THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US.

ADDRESS:

THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US.

EFFECTIVE DATE: 01/01/24 EXPIRATION DATE:

DATE OF ISSUE: 01/01/24 Page 1 of 1

Policy Number: P -630-5X487435

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS

IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following is added to SECTION II - WHO IS AN
INSURED:

Any person or organization that:
a. You agree in a written contract or agreement to
include as an additional insured on this Coverage
Part; and
b. Has not been added as an additional insured for
the same project by attachment of an endorse-
ment under this Coverage Part which includes
such person or organization in the endorsement's
schedule;
is an insured, but:
a. Only with respect to liability for "bodily injury" or "property damage" that occurs, or for "personal
injury" caused by an offense that is committed,
subsequent to the signing of that contract or
agreement and while that part of the contract or
agreement is in effect; and
b. Only as described in Paragraph (1), (2) or (3) be-
low, whichever applies:
(1) If the written contract or agreement specifical-
ly requires you to provide additional insured
coverage to that person or organization by
the use of:
(a)
The Additional Insured — Owners, Les-
sees or Contractors — (Form B) endorse-
ment CG 20 10 11 85; or
(b) Either or both of the following: the Addi-
tional Insured — Owners, Lessees or Con-
tractors — Scheduled Person Or Organi-
zation endorsement CG 20 10 10 01, or
the Additional Insured — Owners, Lessees
or Contractors — Completed Operations
endorsement CG 20 37 10 01;
the person or organization is an additional in-
sured only if the injury or damage arises out
of "your work" to which the written contract or
agreement applies;
(2) If the written contract or agreement specifical-
ly requires you to provide additional insured
coverage to that person or organization by
the use of:
(3)
(a) The Additional Insured — Owners, Les-
sees or Contractors — Scheduled Person
or Organization endorsement CG 20 10
07 04 or CG 20 10 04 13, the Additional
Insured — Owners, Lessees or Contrac-
tors — Completed Operations endorse-
ment CG 20 37 07 04 or CG 20 37 04 13,
or both of such endorsements with either
of those edition dates; or
(b) Either or both of the following: the Addi-
tional Insured — Owners, Lessees or Con-
tractors — Scheduled Person Or Organi-
zation endorsement CG 20 10, or the Ad-
ditional Insured — Owners, Lessees or
Contractors — Completed Operations en-
dorsement CG 20 37, without an edition
date of such endorsement specified;
the person or organization is an additional in-
sured only if the injury or damage is caused,
in whole or in part, by acts or omissions of
you or your subcontractor in the performance
of "your work" to which the written contract or
agreement applies; or
If neither Paragraph (1) nor (2) above applies:
(a) The person or organization is an addi-
tional insured only if, and to the extent
that, the injury or damage is caused by
acts or omissions of you or your subcon-
tractor in the performance of "your work"
to which the written contract or agree-
ment applies; and
(b) Such person or organization does not
qualify as an additional insured with re-
spect to the independent acts or omis-
sions of such person or organization.

The insurance provided to such additional insured is
subject to the following provisions:
a. If the Limits of Insurance of this Coverage Part
shown in the Declarations exceed the minimum
limits required by the written contract or agree-
ment, the insurance provided to the additional in-
sured will be limited to such minimum required
limits. For the purposes of determining whether
CG D6 04 02 19 Page 1 of 2

COMMERCIAL GENERAL LIABILITY
this limitation applies, the minimum limits required
by the written contract or agreement will be con-
sidered to include the minimum limits of any Um-
brella or Excess liability coverage required for the
additional insured by that written contract or
agreement. This provision will not increase the
limits of insurance described in Section III — Limits
Of Insurance.
b. The insurance provided to such additional insured
does not apply to:
(1) Any "bodily injury", "property damage" or
"personal injury" arising out of the providing,
or failure to provide, any professional archi-
tectural, engineering or surveying services,
including:
(a) The preparing, approving, or failing to
prepare or approve, maps, shop draw-
ings, opinions, reports, surveys, field or-
ders or change orders, or the preparing,
approving, or failing to prepare or ap-
prove, drawings and specifications; and
(b) Supervisory, inspection, architectural or
engineering activities.
(2) Any "bodily injury" or "property damage"
caused by "your work" and included in the
"products -completed operations hazard" un-
less the written contract or agreement specifi-
cally requires you to provide such coverage
for that additional insured during the policy
period.
c. The additional insured must comply with the fol-
lowing duties:
(1) Give us written notice as soon as practicable
of an "occurrence" or an offense which may

result in a claim. To the extent possible, such
notice should include:
(a) How, when and where the "occurrence"
or offense took place;
(b) The names and addresses of any injured
persons and witnesses; and
(c) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
(2) If a claim is made or "suit" is brought against
the additional insured:
(a) Immediately record the specifics of the
claim or "suit" and the date received; and
(b) Notify us as soon as practicable and see
to it that we receive written notice of the
claim or "suit" as soon as practicable.

Immediately send us copies of all legal pa-
pers received in connection with the claim or
"suit", cooperate with us in the investigation
or settlement of the claim or defense against
the "suit", and otherwise comply with all policy
conditions.
(4) Tender the defense and indemnity of any
claim or "suit" to any provider of other insur-
ance which would cover such additional in-
sured for a loss we cover. However, this con-
dition does not affect whether the insurance
provided to such additional insured is primary
to other insurance available to such additional
insured which covers that person or organiza-
tion as a named insured as described in Par-
agraph 4., Other Insurance, of Section IV —
Commercial General Liability Conditions.
(3)
CG D6 04 02 19

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

COMMERCIAL GENERAL 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 Section II — Who Is An
Insured.

Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V —
Definitions.

SECTION I - COVERAGES
COVERAGE A— BODILY INJURY AND PROPERTY

DAMAGE LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "bodily injury" or "property damage"
to which this insurance applies. We will have
the right and duty to defend the insured against
any "suit" seeking those damages. However,
we will have no duty to defend the insured
against any "suit' seeking damages for "bodily
injury" or "property damage" to which this
insurance does not apply. We may, at our
discretion, investigate any "occurrence' and
settle any claim or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section III — Limits
Of Insurance; and
(2) Our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments.
b. This insurance applies to "bodily injury" and
"property damage" only if:
(1) The "bodily injury" or "property damage" is
caused by an "occurrence' that takes place
in the "coverage territory";
(2) The "bodily injury' or "property damage"
occurs during the policy period; and
Prior to the policy period, no insured listed
under Paragraph 1. of Section II — Who Is
An Insured and no "employee" authorized
by you to give or receive notice of an
"occurrence' or claim knew that the "bodily
injury' or "property damage" had occurred,
in whde or in part If such a listed insured
or authorized "employee" knew, prior to the
policy period, that the "bodily injury" or
"property damage" occurred, then any
continuation, change or resumption of such
"bodily injury' or "property damage" during
or after the policy period will be deemed to
have been known prior to the policy period.
c. "Bodily injury" or "property damage" which
occurs during the policy period and was not,
prior to the policy period, known to have
occurred by any insured listed under Paragraph

1. of Section II — Who Is An Insured or any
"employee" authorized by you to give or receive
notice of an "occurrence' or claim, includes any
continuation, change or resumption of that
"bodily injury" or "property damage" after the
end of the policy period.
d. "Bodily injury" or "property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1. of Section II — Who Is An
Insured or any "employee" authorized by you to
give or receive notice of an "occurrence' or
claim:
(3)
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
Becomes aware by any other means that
"bodily injury' or "property damage" has
occurred or has begun to occur.
(3)
CG T1 00 0219
© 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
e. Damages because of "bodily injury" include
damages claimed by any person or organization
for care, loss of services or death resulting at
anytime from the "bodily injury'.

2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or
intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury"
or "property damage" resulting from the use of
reasonable force to protect persons or property.
b. Contractual Liability
"Bodily injury" or "property damage" for which
the insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does not
apply to liability for damages:
(1) That the insured would have in the absence
of the contract or agreement; or
(2) Assumed in a contract or agreement that is
an "insured contract", provided that the
"bodily injury' or "property damage" occurs
subsequent to the execution of the contract
or agreement. Solely for the purposes of
liability assumed in an "insured contract",
reasonable attorneys' fees and necessary
litigation expenses incurred by or for a party
other than an insured will be deemed to be
damages because of "bodily injury" or
"property damage", provided that:
(a) Liability to such party for, or for the
cost of, that party's defense has also
been assumed in the same "insured
contract"; and
(b) Such attorneys' fees and litigation
expenses are for defense of that party
against a civil or alternative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication
of any person;
(2) The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or

(3) Any statute, ordinance or regulation relating
to the sale, gift, distribution or use of
alcoholic beverages.

This exclusion applies only if you are in the
business of manufacturing, distributing, selling,
serving or furnishing alcoholic beverages. For
the purposes of this exclusion, permitting a
person to bring alcoholic beverages on your
premises, for consumption on your premises,
whether or not a fee is charged or a license is
required for such activity, is not by itself
considered the business of selling, serving or
furnishing alcoholic beverages.
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.
e. Employer's Liability
"Bodily injury' to:
(1) An "employee" of the insured arising out of
and in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the
conduct of the insured's business; or
(2) The spouse, child, parent, brother or sister
of that "employee" as a consequence of
Paragraph (1) above.

This exclusion applies whether the insured may
be 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
because of the injury.

This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodily injury' or "property damage" arising
out of the actual, alleged or threatened
discharge, dispersal, seepage, migration,
release or escape of "pollutants":
(a) At or from any premises, site or
location which is or was at any time
owned or occupied by, or rented or
loaned to, any insured. However, this
subparagraph does not apply to:
(i) "Bodily injury' if sustained within a
building and caused by smoke,
fumes, vapor or soot produced by
or originating from equipment that
© 2017 The Travelers Indemnity Company. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

CG T1 00 0219

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
is used to heat, cool or dehumidify
the building, or produced by or
originating from equipment that is
used to heat water for personal
use by the building's occupants or
their guests;
(ii) "Bodily injury" or "property
damage" for which you may be
held liable, if you are a contractor
and the owner or lessee of such
premises, site or location has been
added to your policy as an
additional insured with respect to
your ongoing operations performed
for that additional insured at that
premises, site or location and such
premises, site or location is not
and never was owned or occupied
by, or rented or loaned to, any
insured, other than that additional
insured; or
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a "hostile
fire";
(b) At or from any premises, site or
location which is or was at any time
used by or for any insured or others for
the handling, storage, disposal,
processing or treatment of waste;
(c) If such "pollutants" are or were at any
time transported, handled, stored,
treated, disposed of, or processed as
waste by or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured's
behalf are performing operations if the
"pollutants" are brought on or to the
premises, site or location in connection
with such operations by such insured,
contractor or subcontractor. However,
this subparagraph does not apply to:
(i)
CG T1 00 0219
"Bodily injury' or "property
damage" arising out of the escape
of fuels, lubricants or other
operating fluids which are needed
to perform the normal electrical,
hydraulic or mechanical functions
necessary for the operation of
"mobile equipment" or its parts, if
such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold, store
or receive them. This exception
does not apply if the "bodily injury"
or "property damage" arises out of
the intentional discharge, dispersal
or release of the fuels, lubricants
or other operating fluids, or if such
fuels, lubricants or other operating
fluids are brought on or to the
premises, site or location with the
intent that they be discharged,
dispersed or released as part of
the operations being performed by
such insured, contractor or
subcontractor;
(ii) "Bodily injury' or "property
damage" sustained within a
building and caused by the release
of gases, fumes or vapors from
materials brought into that building
in connection with operations being
performed by you or on your behalf
bya contractor or subcontractor; or
(iii) "Bodily injury' or "property
damage" arising out of heat,
smoke or fumes from a "hostile
fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured's
behalf are or were at any time
performing operations to test for,
monitor, clean up, remove, contain,
treat, detoxify or neutralize, or in any
way respond to, or assess the effects
of, "pollutants".
(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
© 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
g.
(b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization 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".

Aircraft, Auto Or Watercraft
"Bodily injury' or "property damage" arising out
of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto" or
watercraft owned or operated by or rented or
loaned to any insured. Use includes operation
and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others by
that insured, if the "occurrencd' which caused
the "bodily injury" or "property damage" involved
the ownership, maintenance, use or
entrustment to others of any aircraft "auto" or
watercraft that is owned or operated by or
rented or loaned to any insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises you
own or rent;
(2) A watercraft you do not own that is:
(a) 50 feet long or less; and
(b) Not being used to carry any person or
property for a charge;
Parking an "auto" on, or on the ways next
to, premises you own or rent, provided the
"auto" is not owned by or rented or loaned
to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership, maintenance or
use of aircraft or watercraft;
"Bodily injury' or "property damage" arising
out of:
(a) The operation of machinery or
equipment that is attached to, or part
of, a land vehicle that would qualify as
"mobile equipment" under the definition
of "mobile equipment" if such land
vehicle were not subject to a
compulsory or financial responsibility
law, or other motor vehicle insurance
law, where it is licensed or principally
garaged; or
(3)
(5)
(b) The operation of any of the machinery
or equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is:
(a) Chartered with a pilot to any insured;
(b) Not owned by any insured; and
(c) Not being used to carry any person or
property for a charge.
h. Mobile Equipment
"Bodily injury' or "property damage" arising out
of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
(2) The use of "mobile equipment" in, or while
in practice for, or while being prepared for,
any prearranged racing, speed, demolition,
or stunting activity.
i. War
J.
"Bodily injury" or "property damage" arising out
of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents; or
Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.

Damage To Property
"Property damage" to:
(1) Property you own, rent, or occupy,
including any costs or expenses incurred
by you, or any other person, organization or
entity, for repair, replacement,
enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to a person or damage
to another's property,
(2) Premises you sell, give away or abandon, if
the "property damage" arises out of any
part of those premises;
Property loaned to you;
(3)
(3)
(4) Personal property in the care, custody or
control of the insured;

© 2017 The Travelers Indemnity Company. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

CG T1 00 0219

Policy # P -630-5X487435
(5)
(6)
That particular part of real property on
which you or any contractors or
subcontractors working directly or indirectly
on your behalf are performing operations, if
the "property damage" arises out of those
operations; or
That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it.

Paragraphs (1), (3) and (4) of this exclusion do
not apply to "premises damage". A separate
limit of insurance applies to "premises damage"
as described in Paragraph 6. of Section III —
Limits Of Insurance.

Paragraph (2) of this exclusion does not apply if
the premises are "your work" and were never
occupied, rented or held for rental by you.

Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.

Paragraph (6) of this exclusion does not apply
to "property damage" included in the "products -
completed operations hazard".
k. Damage To Your Product
"Property damage" to "your product" arising out
of it or any part of it.

I. Damage To Your Work
"Property damage" to "your work" arising out of
it or any part of it and included in the "products -
completed operations hazard".

This exclusion does not apply if the damaged
work or the work out of which the damage
arises was performed on your behalf by a
subcontractor.
m. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property' or
property that has not been physically injured,
arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
(2) A delay or failure by you or anyone acting
on your behalf to perform a contract or
agreement in accordance with its terms.

This exclusion does not apply to the loss of use
of other property arising out of sudden and

COMMERCIAL GENERAL LIABILITY
accidental physical injury to "your product" or
"your work" after it has been put to its intended
use.
n. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or expense
incurred by you or others for the loss of use,
withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property';
if such product, work, or property is withdrawn
or recalled from the market or from use by any
person or organization because of a known or
suspected defect, deficiency, inadequacy or
dangerous condition in it.
o. Personal And Advertising Injury
"Bodily injury' arising out of "personal and
advertising injury".

Electronic Data
Damages arising out of the loss of, loss of use
of, damage to, corruption of, inability to access,
or inability to manipulate "electronic data".

However, this exclusion does not apply to
liability for damages because of "bodily injury'.
p•
q•
Unsolicited Communication
"Bodily injury" or "property damage" arising out
of any actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".
r. Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury" or "property damage" arising out
of any access to or disclosure of any person's
or organization's confidential or personal
information.
s. Asbestos
(1) "Bodily injury' or "property damage" arising
out of the actual or alleged presence or
actual, alleged or threatened dispersal of
asbestos, asbestos fibers or products
containing asbestos, provided that the
"bodily injury" or "property damage" is
caused or contributed to by the hazardous
properties of asbestos.

CG T1 00 0219
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Page5of21

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
(2) "Bodily injury' or "property damage" arising
out of the actual or alleged presence or
actual, alleged or threatened dispersal of
any solid, liquid, gaseous or thermal irritant
or contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any "bodily injury"
or "property damage" described in
Paragraph (1) above.

Any loss, cost or expense arising out of
(3)
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, asbestos,
asbestos fibers or products containing
asbestos; or
(b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers or
products containing asbestos.
t. Employment -Related Practices
"Bodily injury' to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment -related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment applied to or
directed at that person, regardless of
whether such practice, policy, act or
omission occurs, is applied or is
committed before, during or after the
time of that person's employment; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of "bodily
injury' to that person at whom any of the
employment -related practices described in
Paragraph (a), (b), or (c) above is directed.

This exclusion applies whether the insured may
be 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
because of the "bodily injury'.

Exclusions c. through n. do not apply to "premises
damage". A separate limit of insurance applies to
"premises damage" as described in Paragraph 6. of
Section III — Limits Of Insurance.

COVERAGE B — PERSONAL AND ADVERTISING

INJURY LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "personal and advertising injury" to
which this insurance applies. We will have the
right and duty to defend the insured against my
"suit" seeking those damages. However, we will
have no duty to defend the insured against any
"suit" seeking damages for "personal and
advertising injury' to which this insurance does
not apply. We may, at our discretion,
investigate any offense and settle any claim or
"suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section III — Limits
Of Insurance; and
(2) Our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments.
b. This insurance applies to "personal and
advertising injury" caused by an offense arising
out of your business but only if the offense was
committed in the "coverage territory' during the
policy period.

2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury' caused by or
at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict "personal and
advertising injury'.

© 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
This exclusion does not apply to "personal
injury" caused by malicious prosecution.
b. Material Published With Knowledge Of
Falsity
"Personal and advertising injury' arising out of
oral or written publication, including publication
by electronic means, of material, if done by or at
the direction of the insured with knowledge of
its falsity.
c. Material Published Or Used Prior To Policy
Period
(1) "Personal and advertising injury' arising out
of oral or written publication, including
publication by electronic means, of material
whose first publication took place before
the beginning of the policy period; or
(2) "Advertising injury" arising out of
infringement of copyright, "title" or "slogan"
in your "advertisement" whose first
infringement in your "advertisement" was
committed before the beginning of the
policy period.
d. Criminal Acts
"Personal and advertising injury' arising out of a
criminal act committed by or at the direction of
the insured.
e. Contractual Liability
"Personal and advertising injury' for which the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to
liability for damages:
(1) That the insured would have in the absence
of the contract or agreement; or
(2) Because of "personal injury' assumed by
you in a contract or agreement that is an
"insured contract', provided that the
"personal injury' is caused by an offense
committed subsequent to the execution of
the contract or agreement. Solely for the
purposes of liability assumed by you in an
"insured contract", reasonable attorneys'
fees and necessary litigation expenses
incurred by or for a party other than an
insured will be deemed to be damages
because of "personal injury', provided that:
(a) Liability to such party for, or for the
cost of, that party's defense has also
been assumed by you in the same
"insured contract"; and
(b) Such attorneys' fees and litigation
expenses are for defense of that party
against a civil or alternative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.
f. Breach Of Contract
"Advertising injury" arising out of a breach of
contract.
g. Quality Or Performance Of Goods — Failure
To Conform To Statements
"Advertising injury" arising out of the failure of
goods, products or services to conform with
any statement of quality or performance made
in your "advertisement".
h. Wrong Description Of Prices
"Advertising injury' arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".
i. Intellectual Property
"Personal and advertising injury' arising out of
any actual or alleged infringement or violation of
any of the following rights or laws, or any other
"personal and advertising injury' alleged in any
claim or "suit" that also alleges any such
infringement or vitiation:
(1) Copyright;
(2) Patent;
(3) Trade dress;
(4) Trade name;
(5) Trademark;
(6) Trade secret; or
(7) Other intellectual property rights or laws.

This exclusion does not apply to:
(1) "Advertising injury' arising out of any actual
or alleged infringement or violation of
another's copyright, "title" or "slogan" in
your "advertisement"; or
(2) Any other "personal and advertising injury'
alleged in any claim or "suit" that also
alleges any such infringement or violation
of another's copyright, "title" or "slogan" in
your "advertisement".
j. Insureds In Media And Internet Type
Businesses
"Personal and advertising injury' caused by an
offense committed by an insured whose
business is:
(1) Advertising, "broadcasting" or publishing;
CG T1 00 0219
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Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
(2) Designing or determining content of
websites for others; or
(3) An Internet search, access, content or
service provider.

However, this exclusion does not apply to
Paragraphs a.(1), (2) and (3) of the definition of
"personal injury".

For the purposes of this exclusion:
(1) Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
(2) The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be considered
the business of advertising, "broadcasting"
or publishing.
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury' arising out of
an electronic chatroom or bulletin board the
insured hosts or owns, or over which the
insured exercises control.

I. Unauthorized Use Of Another's Name Or
Product
"Personal and advertising injury' arising out of
the unauthorized use of another's name or
product in your e-mail address, domain name or
metatag, or any other similar tactics to mislead
another's potential customers.
m. Pollution
"Personal and advertising injury' arising out of
the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants" at anytime.
n. Pollution -Related
Any loss, cost or expense arising out of any:
(1) 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
(2) Claim or suit by or on behalf of any
governmental authority or any other person
or organization because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying or
neutralizing, or in anyway responding to, or
assessing the effects of, "pollutants".
o. War
"Personal and advertising injury" arising out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents; or
Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.

Unsolicited Communication
"Personal and advertising injury' arising out of
any actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".

Access Or Disclosure Of Confidential Or
Personal Information
"Personal and advertising injury' arising out of
any access to or disclosure of any person's or
organization's confidential or personal
information.

P.
q•
(3)
r. Asbestos
(1) "Personal and advertising injury' arising out
of the actual or alleged presence or actual,
alleged or threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the "personal and
advertising injury' is caused or contributed
to by the hazardous properties of asbestos.
(2) "Personal and advertising injury' arising out
of the actual or alleged presence or actual,
alleged or threatened dispersal of any solid,
liquid, gaseous or thermal irritant or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any "personal and
advertising injury' described in Paragraph
(1) above.

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
(3)
Page8of21
© 2017 The Travelers Indemnity Company. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

CG T1 00 0219

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
assess the effects of, asbestos,
asbestos fibers or products containing
asbestos; or
(b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers or
products containing asbestos.
s. Employment -Related Practices
"Personal injury' to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment -related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment applied to or
directed at that person, regardless of
whether such practice, policy, act or
omission occurs, is applied or is
committed before, during or after the
time of that person's employment; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of
"personal injury' to that person at whom
any of the employment -related practices
described in Paragraph (a), (b), or (c)
above is directed.

This exclusion applies whether the insured may
be 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
because of the "personal injury".

COVERAGE C — MEDICAL PAYMENTS

1. Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury' caused by an accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or rent;
or
CG T1 00 0219
(3) Because of your operations;
provided that:
(a) The accident takes place in the "coverage
territory' and during the policy period;
(b) The expenses are incurred and reported to
us within one year of the date of the
accident; and
(c) The injured person submits to examination,
at our expense, by physicians of our choice
as often as we reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, X-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral services.

2. Exclusions
We will not pay expenses for "bodily injury':
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf of
any insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of premises
you own or rent that the person normally
occupies.
d. Workers' Compensation And Similar Laws
To a person, whether or not an "employee" of
any insured, if benefits for the "bodily injury" are
payable or must be provided under a workers'
compensation or disability benefits law or a
similar law.
e. Athletics Activities
To a person injured while practicing, instructing
or participating in any physical exercises or
games, sports, or athletic contests.
f. Products -Completed Operations Hazard
Included within the "products -completed
operations hazard".

Coverage A Exclusions
Excluded under Coverage A.
g.
© 2017 The Travelers Indemnity Company. All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

SUPPLEMENTARY PAYMENTS

1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an insured we defend:
a. All expenses we incur.
b. Up to $2,500 for the cost of bail bonds required
because of accidents or traffic law vitiations
arising out of the use of any vehicle to which
the Bodily Injury Liability Coverage applies. We
do not have to furnish these bonds.
c. The cost of bonds to release attachments, but
only for bond amounts within the applicable limit
of insurance. We do not have to furnish these
bonds.
d. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or "suit",
including actual loss of earnings up to $500 a
day because of time off from work.
e. All court costs taxed against the insured in the
"suit". However, these payments do not include
attorneys' fees or attorneys' expenses taxed
against the insured.
f. Prejudgment interest awarded against the
insured on that part of the judgment we pay. If
we make an offer to pay the applicable limit of
insurance, we will not pay any prejudgment
interest based on that period of time after the
offer.
g.

All interest on the full amount of any judgment
that accrues after entry of the judgment and
before we have paid, offered to pay, or
deposited in court the part of the judgment that
is within the applicable limit of insurance.

These payments will not reduce the limits of
insurance.

2. If we defend an insured against a "suit" and an
indemnitee of the insured is also named as a party
to the "suit", we will defend that indemnitee if all of the following conditions are met:
a. The "suit" against the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in a contract or
agreement that is an "insured contract";
b. This insurance applies to such liability assumed
by the insured;
c. The obligation to defend, or the cost of the
defense of, that indemnitee, has also been
assumed by the insured in the same "insured
contract";
d. The allegations in the "suit" and the information
we know about the "occurrence" or offense are
such that no conflict appears to exist between
the interests of the insured and the interests of
the indemnitee;
e. The indemnitee and the insured ask us to
conduct and control the defense of that
indemnitee against such "suit" and agree that
we can assign the same counsel to defend the
insured and the indemnitee; and
f. The indemnitee:
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suit";
(b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
"suit";
(c) Notify any other insurer whose
coverage is available to the indemnitee;
and
(d) Cooperate with us with respect to
coordinating other applicable insurance
available to the indemnitee; and
(2) Provides us with written authorization to:
(a) Obtain records and other information
related to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suit".

So long as the above conditions are met, attorneys'
fees incurred by us in the defense of that
indemnitee, necessary litigation expenses incurred
by us and necessary litigation expenses incurred by
the indemnitee at our request will be paid as
Supplementary Payments. Notwithstanding the
provisions of Paragraph 2.b.(2) of Section I —
Coverages — Coverage A — Bodily Injury And
Property Damage Liability or Paragraph 2.e. of
Section I — Coverages — Coverage B — Personal
And Advertising Injury Liability, such payments will
not be deemed to be damages for "bodily injury',
"property damage" or "personal injury', and will not
reduce the limits of insurance.

Our obligation to defend an insured's indemnitee
and to pay for attorneys' fees and necessary
litigation expenses as Supplementary Payments
ends when:

© 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
a. We have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses; or
b. The conditions set forth above, or the terms of
the agreement described in Paragraph f. above,
are no longer met.

SECTION II - WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the conduct
of a business of which you are the sole owner.

A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.

A limited liability company, you are an insured.

Your members are also insureds, but only with
respect to the conduct of your business. Your
managers are insureds, but only with respect to
their duties as your managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are an
insured. Your "executive officers" and directors
are insureds, but only with respect to their
duties as your officers or directors. Your
stockholders are also insureds, but only with
respect to their liability as stockholders.
e. A trust, you are an insured. Your trustees are
also insureds, but only with respect to their
duties as trustees.
b.
c.

2. Each of the following is also an insured:
a. Your "volunteer workers" only while performing
duties related to the conduct of your business,
or your "employees", other than either your
"executive officers" (if you are an organization
other than a partnership, joint venture or limited
liability company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by you or
while performing duties related to the conduct
of your business. However, none of these
"employees" or "volunteer workers" are
insureds for:
(1) "Bodily injury" or "personal injury':
(a) To you, to your partners or members (if
you are a partnership or joint venture),
to your members (if you are a limited
liability company), to a co -"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other "volunteer
workers" while performing duties
related to the conduct of your
business;
(b) To the spouse, child, parent, brother or
sister of that co -"employee" or
"volunteer worker" as a consequence
of Paragraph (1)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because
of the injury described in Paragraph
(1)(a) or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health
care services.

Unless you are in the business or
occupation of providing professional health
care services, Paragraphs (1)(a), (b), (c)
and (d) above do not apply to "bodily injury"
arising out of providing or failing to provide
first aid or "Good Samaritan services" by
any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employes" or
"volunteer workers" providing or failing to
provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct of
your business.
(2) "Property damage" to property
(a) Owned, occupied or used by,
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by,
you, any of your "employees", "volunteer
workers", any partner or member (if you are
a partnership or joint venture), or any
member (if you are a limited liability
company).
b. Any person (other than your "employee" or
"volunteer worker"), or any organization, while
acting as your real estate manager.
c. Any person or organization having proper
temporary custody of your property if you die,
but only
(1) With respect to liability arising out of the
maintenance or use of that property and
(2) Until your legal representative has been
appointed.

CG T1 00 0219
© 2017 The Travelers Indemnity Company. All rights reserved.

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Page11 of21

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
d. Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
e. Any person or organization that, with your
express or implied consent, either uses or is
responsible for the use of a watercraft that you
do not own that is:
(1) 50 feet long or less; and
(2) Not being used to carry any person or
property fora charge.

3. Any organization you newly acquire or form, other
than a partnership, joint venture or limited liability
company, and of which you are the sole owner or in
which you maintain an ownership interest of more
than 50%, will qualify as a Named Insured if there is
no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded only
until the 180th day after you acquire or form the
organization or the end of the policy period,
whichever is earlier;
b. Coverage A does not apply to "bodily injury' or
"property damage" that occurred before you
acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.

For the purposes of Paragraph 1. of Section II —
Who Is An Insured, each such organization will be
deemed to be designated in the Declarations as:
a. An organization, other than a partnership, joint
venture or limited liability company, or
b. A trust;
as indicated in its name or the documents that
govern its structure.

4. Any person or organization that is a premises
owner, manager or lessor and that you have agreed
in a written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for "bodily injury", "property damage" or "personal and
advertising injury' that:
a. Is "bodily injury' or "property damage" that
occurs, or is "personal and advertising injury"
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of that part of any premises leased to you.

The insurance provided to such premises owner,
manager or lessor is subject to the following
provisions:
a. The limits of insurance provided to such
premises owner, manager or lessor will be the
minimum limits that you agreed to provide in the
written contract or agreement, or the limits
shown in the Declarations, whichever are less.
b. The insurance provided to such premises
owner, manager or lessor does not apply to:
(1) Any "bodily injury' or "property damage"
that occurs, or "personal and advertising
injury" caused by an offense that is
committed, after you cease to be a tenant in
that premises; or
(2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such premises owner, manager or
lessor.

5. Any person or organization that is an equipment
lessor and that you have agreed in a written contract
or agreement to include as an additional insured on
this Coverage Part is an insured, but only with
respect to liability for "bodily injury", "property
damage", or "personal and advertising injury' that:
a. Is "bodily injury" or "property damage" that
occurs, or is "personal and advertising injury'
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Is caused, in whole or in part, by your acts or
omissions in the maintenance, operation or use
of equipment leased to you by such equipment
lessor.

The insurance provided to such equipment lessor is
subject to the following provisions:
a. The limits of insurance provided to such
equipment lessor will be the minimum limits that
you agreed to provide in the written contract or
agreement, or the limits shown in the
Declarations, whichever are less.
b. The insurance provided to such equipment
lessor does not apply to any "bodily injury" or
"property damage" that occurs, or "personal
and advertising injury' caused by an offense
that is committed, after the equipment lease
expires.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint

© 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph
does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II — Who Is An Insured.

SECTION III -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. I nsu reds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. The General Aggregate Limit is the most we will pay
for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages
because of "bodily injury" or "property damage"
included in the "products -completed operations
hazard"; and
c. Damages under Coverage B.

3. The Products -Completed Operations Aggregate
Limit is the most we will pay under Coverage A for
damages because of "bodily injury' and "property
damage" included in the "products -completed
operations hazard".

4. Subject to Paragraph 2. above, the Personal And
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal injury" and "advertising
injury" sustained by any one person or organization.

5. Subject to Paragraph 2. or 3. above, whichever
applies, the Each Occurrence Limit is the most we
will pay for the sum of:
a. Damages under Coverage A; and
b. Medical expenses under Coverage C;
because of all "bodily injury" and "property damage"
arising out of any one "occurrence".

For the purposes of determining the applicable
Each Occurrence Limit, all related acts or
omissions committed in providing or failing to
provide first aid or "Good Samaritan services" to
any one person will be deemed to be one
"occurrence".

6. Subject to Paragraph 5. above, the Damage To
Premises Rented To You Limit is the most we will
pay under Coverage A for damages because of
"premises damage" to any one premises. The
Damage To Premises Rented To You Limit will be:
a. The amount shown for the Damage To
Premises Rented To You Limit in the
Declarations of this Coverage Part; or
b. $300,000 if no amount is shown for the
Damage To Premises Rented To You Limit in
the Declarations of this Coverage Part.

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses because of
"bodily injury' sustained by any one person.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to any remaining period 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 IV - COMMERCIAL GENERAL LIABILITY

CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
a. You must see to it that we are notified as soon
as practicable of an "occurrencd' or an offense
which may result in a claim. To the extent
possible, notice should include:
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
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 involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
(3)
CG T1 00 0219
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Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
(2) Authorize us to obtain records and other
information;
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, vduntarily make a payment, assume any
obligation, or incur any expense, other than for
first aid, without our consent.
e. The following provisions apply to Paragraph a.
above, but only for purposes of the insurance
provided under this Coverage Part to you or any
insured listed in Paragraph 1. or2. of Section II
—Who Is An Insured:
(3)
(1) Notice to us of such "occurrence" or
offense must be given as soon as
practicable only after the "occurrence" or
offense is known to you (if you are an
individual), any of your partners or
members who is an individual (if you are a
partnership or joint venture), any of your
managers who is an individual (if you are a
limited liability company), any of your
"executive officers" or directors (if you are
an organization other than a partnership,
joint venture, or limited liability company),
any of your trustees who is an individual (if
you are a trust) or any "employee"
authorized by you to give notice of an
"occurrence" or offense.
(2) If you are a partnership, joint venture,
limited liability company or trust, and none
of your partners, joint venture members,
managers or trustees are individuals, notice
to us of such "occurrence" or offense must
be given as soon as practicable only after
the "occurrence" or offense is known by
(a) Any individual who is:
(i) A partner or member of any
partnership or joint venture;
(ii) A manager of any limited liability
company;
(3)
(iii) An executive officer or director of
any other organization; or
(iv) A trustee of any trust;
that is your partner, joint venture
member, manager or trustee; or
(b) Any employee authorized by such
partnership, joint venture, limited
liability company, trust or other
organization to give notice of an
"occurrence' or offense.

Notice to us of such "occurrence" or
offense will be deemed to be given as soon
as practicable if it is given in good faith as
soon as practicable to your workers'
compensation insurer. This applies only if
you subsequently give notice to us of the
"occurrence" or offense as soon as
practicable after any of the persons
described in Paragraph e.(1) or (2) above
discovers that the "occurrence" or offense
may result in sums to which the insurance
provided under this Coverage Part may
apply.

However, if this policy includes an endorsement
that provides limited coverage for "bodily injury"
or "property damage" or pdlution costs arising
out of a discharge, release or escape of
"pollutants" which contains a requirement that
the discharge, release or escape of "pollutants"
must be reported to us within a specific number
of days after its abrupt commencement, this
Paragraph e. does not affect that requirement.

3. 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, and the claimant or the claimants
legal representative.

Page14of21
© 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

4. Other Insurance
If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A
or B of this Coverage Part, our obligations are
limited as described in Paragraphs a. and b. below.

As used anywhere in this Coverage Part, other
insurance means insurance, or the funding of
losses, that is provided by, through or on behalf of:
(i)
Another insurance company;
(ii) Us or any of our affiliated insurance companies,
except when the Non cumulation of Each
Occurrence Limit provision of Paragraph 5. of
Section III — Limits Of Insurance or the Non
cumulation of Personal and Advertising Injury
Limit provision of Paragraph 4. of Section III —
Limits of Insurance applies because the
Amendment — Non Cumulation Of Each
Occurrence Limit Of Liability And Non
Cumulation Of Personal And Advertising Injury
Limit endorsement is included in this policy,
(iii) Any risk retention group; or
(iv)Any self-insurance method or program, in
which case the insured will be deemed to be
the provider of other insurance.

Other insurance does not include umbrella
insurance, or excess insurance, that was bought
specifically to apply in excess of the Limits of
Insurance shown in the Declarations of this
Coverage Part.

As used anywhere in this Coverage Part, other
insurer means a provider of other insurance. As
used in Paragraph c. below, insurer means a
provider of insurance.
a. Primary Insurance
This insurance is primary except when
Paragraph b. below applies. If this insurance is
primary, our obligations are not affected unless
any of the other insurance is also primary.

Then, we will share with all that other insurance
by the method described in Paragraph c. below,
except when Paragraph d. below applies.
b. Excess Insurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether
primary, excess, contingent or on any
other basis:

CG T1 00 0219
(i) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work";
(ii) That is insurance for "premises
damage";
(iii) If the loss arises out of the
maintenance or use of aircraft,
"autos" or watercraft to the extent
not subject to any exclusion in this
Coverage Part that applies to
aircraft, "autos" or watercraft;
(iv) That is insurance available to a
premises owner, manager or
lessor that qualifies as an insured
under Paragraph 4. of Section II —
Who Is An Insured, except when
Paragraph d. below applies; or
(v) That is insurance available to an
equipment lessor that qualifies as
an insured under Paragraph 5. of
Section II — Who Is An Insured,
except when Paragraph d. below
applies.
(b) Any of the other insurance, whether
primary, excess, contingent or on any
other basis, that is available to the
insured when the insured is an
additional insured, or is any other
insured that does not qualify as a
named insured, under such other
insurance.
(2) When this insurance is excess, we will
have no duty under Coverages A or B to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". 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.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(a) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(b) The total of all deductible and self -
insured amounts under all that other
insurance.
(4) We will share the remaining loss, if any,
with any other insurance that is not
described in this Excess Insurance
provision and was not bought specifically to
apply in excess of the Limits of Insurance
shown in the Declarations of this Coverage
Part.
(3)
© 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also.

Under this approach each insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer's
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
d. Primary And Non -Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and non-
contributory basis, this insurance is primary to
other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
provided that:
(1) The "bodily injury" or "property damage" for
which coverage is sought occurs; and
(2) The "personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.

5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. 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 and retrospective premiums 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.

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or regulations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or "suit" is brought.

8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us. The insured must
do nothing after loss to impair them. At our request,
the insured will bring "suit" or transfer those rights
to us and help us enforce them.

9. 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 V - DEFINITIONS

1. "Advertisement" means a notice that is broadcast or
published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notirps that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for the purposes of attracting customers or
supporters is considered an advertisement.

© 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

2. "Advertising injury':
a. Means injury caused by one or more of the
following offenses:
(1) Oral or written publication, including
publication by electronic means, of material
in your "advertisement" that slanders or
libels a person or organization or
disparages a person's or organization's
goods, products or services, provided that
the claim is made or the "suit" is brought by
a person or organization that claims to have
been slandered or libeled, or that claims to
have had its goods, products or services
disparaged;
(2) Oral or written publication, including
publication by electronic means, of material
in your "advertisement" that:
(a) Appropriates a person's name, voice,
photograph or likeness; or
(b) Unreasonably places a person in a
false light; or
Infringement of copyright, "title" or "slogan"
in your "advertisement", provided that the
claim is made or the "suit" is brought by a
person or organization that claims
ownership of such copyright, "title" or
"slogan".
b. Includes "bodily injury' caused by one or more
of the offenses described in Paragraph a.
above.

3. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law, or
other motor vehicle insurance law, where it is
licensed or principally garaged.

However, "auto" does not include "mobile
equipment".

4. "Bodily injury' means:
a. Physical harm, including sickness or disease,
sustained by a person; or
b. Mental anguish, injury or illness, or emotional
distress, resulting at any time from such
physical harm, sickness or disease.

5. "Broadcasting" means transmitting any audio or
visual material for any purpose:
a. By radio or television; or
(3)
b. In, by or with any other electronic means of
communication, such as the Internet, if that
material is part of:
(1) Radio or television programming being
transmitted;
(2) Other entertainment,
instructional, music or news
being transmitted; or
Advertising transmitted with any of such
programming.

6. "Coverage territory' means:
a. The United States of America (including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if the
injury or damage occurs in the course of travel
or transportation between any places included
in Paragraph a. above; or
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you in
the territory described in Paragraph a.
above;
(2) The activities of a person whose home is in
the territory described in Paragraph a.
above, but is away for a short time on your
business; or
"Personal and advertising injury" offenses
that take place through the Internet or
similar electronic means of communication;
provided the insured's responsibility to pay
damages is determined in a "suit" on the merits in
the territory described in Paragraph a. above, or in a
settlement we agree to.

7. "Electronic data" means information, facts or
programs stored as or on, created or used on, or
transmitted to or from computer software (including
systems and applications software), hard or floppy
disks, CD-ROMs, tapes, drives, cells, data
processing devices or any other media which are
used with electronically controlled equipment.
(3)
(3)
educational,
programming

8. "Employee" includes a "leased worker". "Employee"
does not include a "temporary worker".

9. "Executive officer" means a person holding any of
the officer positions created by your charter,
constitution, bylaws or any other similar governing
document.

CG T1 00 0219
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Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
"Good Samaritan services" means any emergency
medical services for which no compensation is
demanded or received.
"Hostile fire" means a fire which becomes
uncontrollable or breaks out from where it was
intended to be.
"Impaired property' means tangible property, other
than "your product" or "your work", that cannot be
used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract
or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of "your
product" or "your work' or your fulfilling the terms of the contract or agreement.

13. "Insured contract" means:
a. A contract for a lease of premises. However,
that portion of the contract for a lease of
premises that indemnifies any person or
organization for "premises damage" is not an
"insured contract';
b. A sidetrack agreement;
c. Any easement or license agreement, except in
connection with construction or demolition
operations on or within 50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, e>cept in connection
with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection
with work performed for a municipality) under
which you assume the tort liability of another
party to pay for "bodily injury', "property
damage" or "personal injury" to a third person
or organization. Tort liability means a liability
that would be imposed by law in the absence of
any contract or agreement.

Paragraph f. does not include that part of any
contract or agreement:
(1) That indemnifies a railroad for "bodily
injury" or "property damage" arising out of
construction or demolition operations,
within 50 feet of any railroad property and
affecting any railroad bridge or trestle,
tracks, roadbeds, tunnel, underpass or
crossing;
(2) That indemnifies an architect, engineer or
surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
and specifications; or
(b) Giving directions or instructions, or
failing to give them, if that is the
primary cause of the injury or damage;
(3)
or
Under which the insured, if an architect,
engineer or surveyor, assumes liability for
an injury or damage arising out of the
insured's rendering or failure to render
professional services, including those listed
in Paragraph (2) above and supervisory,
inspection, architectural or engineering
activities.

14. "Leased worker" means a person leased to you by a
labor leasing firm under an agreement between you
and the labor leasing firm, to perform duties related
to the conduct of your business. "Leased worker"
does not include a "temporary worker".

15. "Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an aircraft,
watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not attached
to the aircraft, watercraft or "auto".

16. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;

© 2017 The Travelers Indemnity Company. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

CG T1 00 0219

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers;
e. Vehicles not described in Paragraph a., b., c.
or d. above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in Paragraph a., b., c.
or d. above maintained primarily for purposes
other than the transportation of persons or
cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
Air compressors, pumps and generators,
includ ing spraying, weld ing, building
cleaning, geophysical exploration, lighting
and well servicing equipment.

However, "mobile equipment" does not include any
land vehicle that is subject to a compulsory or
financial responsibility law, or other motor vehicle
insurance law, where it is licensed or principally
garaged. Such land vehicles are considered
"autos".
(3)

17. "Occurrence" means:
a. An accident, including continuous or repeated
exposure to substantially the same general
harmful conditions; or
b. An act or omission committed in providing or
failing to provide first aid or "Good Samaritan
services" to a person, unless you are in the
business or occupation of providing
professional health care services.

18. "Personal and advertising injury" means "personal
injury" or "advertising injury'.

19. "Personal injury':
a. Means injury, other than "advertising injury',
caused by one or more of the following
offenses:
(1) False arrest, detention or imprisonment;
(2) Malicious prosecution;
(3)
The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or premises
that a person occupies, provided that the
wrongful eviction, wrongful entry or invasion
of the right of private occupancy is
committed by or on behalf of the owner,
landlord or lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of material
that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services,
provided that the claim is made or the "suit"
is brought by a person or organization that
claims to have been slandered or libeled, or
that claims to have had its goods, products
or services disparaged; or
Oral or written publication, including
publication by electronic means, of material
that:
(5)
(a) Appropriates a person's name, voice,
photograph or likeness; or
(b) Unreasonably places a person in a
false light.
b. Includes "bodily injury' caused by one or more
of the offenses described in Paragraph a.
above.

20. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

CG T1 00 0219
© 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

21. "Premises damage" means:
a. With respect to the first paragraph of the
exceptions in Exclusion j. of Section I —
Coverage A - Bodily Injury And Property
Damage Liability, "property damage" to any
premises while rented to you for a period of
seven or fewer consecutive days, including the
contents of such premises; or
b. With respect to the exception to Exclusions c.
through n. in the last paragraph of Paragraph 2.
of Section I — Coverage A — Bodily Injury And
Property Damage Liability, "property damage" to
any premises while rented to you for a period of
more than seven consecutive days, or while
temporarily occupied by you with permission of
the owner, caused by:
(1) Fire;
(2) Explosion;
(3) Lightning;
(4) Smoke resulting from fire, explosion or
lightning; or
(5) Water.

But "premises damage" under this Paragraph
b. does not include "property damage" to any
premises caused by.
(1) Rupture, bursting, or operation of pressure
relief devices;
(2) Rupture or bursting due to expansion or
swelling of the contents of any building or
structure caused by or resulting from water;
or
(3)
Explosion of steam boilers, steam pipes,
steam engines or steam turbines.

22. "Products -completed operations hazard":
a. Includes all "bodily injury' and "property
damage" occurring away from premises you
own or rent and arising out of "your product" or
"your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site.
(c) When that part of the work done at a
job site has been put to its intended
use by any person or organization other
than another contractor or
subcontractor working on the same
project.

Work that may need service, maintenance,
correction, repair or replacement, but which
is otherwise complete, will be treated as
completed.
b. Does not include "bodily injury' or "property
damage" arising out of:
(1) The transportation of property, unless the
injury or damage arises out of a condition in
or on a vehicle not owned or operated by
you, and that condition was created by the
"loading or unloading" of that vehicle by any
insured;
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
Products or operations for which the
classification, listed in the Declarations or
in a policy Schedule, states that products -
completed operations are subject to the
General Aggregate Limit.

23. "Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such
loss of use will be deemed to occur at the time of
the physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use will be
deemed to occur at the time of the "occurrence"
that caused it.
(3)
For the purposes of this insurance, "electronic data"
is not tangible property.

24. "Slogan":
a. Means a phrase that others use for the purpose
of attracting attention in their advertising.
b. Does not include a phrase used as, or in, the
name of:
(1) Any person or organization, other than you;
or
(2) Any business, or any of the premises,
goods, products, services or work, of any
person or organization, other than you.

© 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

25. "Suit" means a civil proceeding in which damages
because of "bodily injury', "property damage" or
"personal and advertising injury' to which this
insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the insured
must submit or does submit with our consent;
or
b. Any other alternative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent.

26. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or short-
term workload conditions.

27. "Title" means a name of a literary or artistic work.

28. "Unsolicited communication" means any
communication, in any form, that the recipient of
such communication did not specifically request to
receive.

29. "Volunteer worker" means a person who is not your
"employee", and who donates his or her work and
acts at the direction of and within the scope of
duties determined by you, and is not paid a fee,
salary or other compensation by you or anyone else
for their work performed for you.

30. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by.

CG T1 00 0219
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have acquired;
and
(2) Containers (other than vehicles), materials,
parts or equipment furnished in connection
with such goods or products.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sdd.

31. "Your work":
a. Means:
(1) Work or operations performed by you or on
your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
work"; and
(2) The providing of or failure to provide
warnings or instructions.
© 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS

AND SURVEYORS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITYCOVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A.

B.

C.

Non -Owned Watercraft— 75 Feet Long Or Less H.

Who Is An Insured — Unnamed Subsidiaries
Who Is An Insured — Retired Partners, Members,
Directors And Employees
D. Who Is An Insured — Employees And Volunteer
Workers — Bodily Injury To Co -Employees, Co -
Volunteer Workers And Retired Partners,
Members, Directors And Employees
E. Who Is An Insured — Newly Acquired Or Formed
Limited Liability Companies
F. Blanket Additional Insured — Controlling Interest
G. Blanket Additional Insured — Mortgagees,
Assignees, Successors Or Receivers

PROVISIONS
A. NON -OWNED WATERCRAFT - 75 FEET

LONG OR LESS

1. The following replaces Paragraph (2) of
Exclusion g., Aircraft, Auto Or Watercraft,
in Paragraph 2. of SECTION I -
COVERAGES — COVERAGE A — BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:
(2) A watercraft you do not own that is:
(a) 75 feet long or less; and
(b) Not being used to carry any person
or property for a charge;

2. The following replaces Paragraph 2.e. of
SECTION II - WHO IS AN INSURED:
e. Any person or organization that, with
your express or implied consent, either
J.

Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Premises
I. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Operations
Incidental Medical Malpractice
K. Medical Payments — Increased Limit
L. Amendment Of Excess Insurance Condition —
Professional Liability
M. Blanket Waiver Of Subrogation — When Required
By Written Contract Or Agreement
N. Contractual Liability — Railroads
uses or is responsible for the use of a
watercraft that you do not own that is:
(1) 75 feet long or less; and
(2) Not being used to carry any person
or propertyfor a charge;
B. WHO IS AN INSURED - UNNAMED

SUBSIDIARIES
The following is added to SECTION II - WHO IS
AN INSURED:

Any of your subsidiaries, other than a partnership
or joint venture, that is not shown as a Named
Insured in the Dedarations is a Named Insured
if:
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in, such
subsidiary on the first day of the policy
period; and
CG D3 79 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
b. Such subsidiary is not an insured under
similar other insurance.

No such subsidiary is an insured for "bodily
injury" or "property damage" that occurred, or
"personal and advertising injury" caused by an
offense committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.

For purposes of Paragraph 1. of Section II —Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liabilitycompany; or
c. A trust;
as indicated in its name or the documents that
govern its structure.

C. WHO IS AN INSURED - RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2. of
SECTION II - WHO IS AN INSURED:

Any person who is your retired partner, member,
director or "employee" that is performing services
for you under your direct supervision, but only for
acts within the scope of their employment by you
or while performing duties related to the conduct
of your business. However, no such retired
partner, member, director or "employee" is an
insured for:
(1) "Bodily injury":
(a) To you, to your current partners or
members (if you are a partnership or
joint venture), to your current members
(if you are a limited liability company) or
to your current directors;
(b) To the spouse, child, parent, brother or
sister of that current partner, member or
director as a consequence of Paragraph
(1)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because of
the injury described in Paragraph (1)(a)
or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health care
services.

Unless you are in the business or occupation
of providing professional health care
services, Paragraphs (1)(a), (b), (c) and (d)
above do not apply to "bodily injury" arising
out of providing or failing to provide first aid
or "Good Samaritan services" by any of your
retired partners, members, directors or
"employees", other than a doctor. Any such
retired partners, members, directors or
"employees" providing or failing to provide
first aid or "Good Samaritan services" during
their work hours for you will be deemed to be
acting within the scope of their employment
by you or performing duties related to the
conduct of your business.
(2) "Personal injury":
(a) To you, to your current or retired
partners or members (if you are a
partnership or joint venture), to your
current or retired members (if you are a
limited liability company), to your other
current or retired directors or
"employees" while in the course of his or
her employment or performing duties
related to the conduct of your business,
or to your other "volunteer workers"
while performing duties related to the
conduct of your business;
(b) To the spouse, child, parent, brother or
sister of that current or retired partner,
member, director, "employee" or
"volunteer worker" as a consequence of
Paragraph (2)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because of
the injury described in Paragraph (2)(a)
or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health care
services.
(3) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or control
of, or over which physical control is
being exercised for any purpose by;
you, any of your retired partners, members
or directors, your current or retired
"employees" or "volunteer workers", any
current partner or member (if you are a
partnership or joint venture), or any current
member (if you are a limited liability
company) or current director.

© 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
D. WHO IS AN INSURED - EMPLOYEES AND

VOLUNTEER WORKERS - BODILY INJURY

TO CO -EMPLOYEES, CO VOLUNTEER

WORKERS AND RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2.a.(1) of
SECTION II - WHO IS AN INSURED:

Paragraphs (1)(a), (b) and (c) above do not
apply to "bodily injury" to a current or retired co -
"employee" while in the course of the co -
"employee's" employment by you or performing
duties related to the conduct of your business, or
to "bodily injury" to your other "volunteer
workers" or retired partners, members or
directors while performing duties related to the
conduct of your business.

E. WHO IS AN INSURED - NEWLY ACQUIRED

OR FORMED LIMITED LIABILITY COMPANIES
The following replaces Paragraph 3. of
SECTION II - WHO IS AN INSURED:

3. Any organization you newly acquire or form,
other than a partnership or joint venture, and
of which you are the sole owner or in which
you maintain an ownership interest of more
than 50%, will qualify as a Named Insured if
there is no other similar insurance available
to that organization. However:
a. Coverage under this provision is
afforded only:
(1) Until the 180th day after you acquire
or form the organization or the end
of the policy period, whichever is
earlier, if you do not report such
organization in writing to us within
180 days after you acquire or form it;
or
(2) Until the end of the policy period,
when that date is later than 180 days
after you acquire or form such
organization, if you report such
organization in writing to us within
180 days after you acquire or form it;
b. Coverage A does not apply to "bodily
injury" or "property damage" that
occurred before you acquired or formed
the organization; and
c. Coverage B does not apply to "personal
and advertising injury" arising out of an
offense committed before you acquired
or formed the organization.

For the purposes of Paragraph 1. of Section
II — Who Is An Insured, each such
organization will be deemed to be
designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liability company;
or
c. A trust;
as indicated in its name or the documents
that govern its structure.

F. BLANKET ADDITIONAL INSURED

CONTROLLING INTEREST

1. The following is added to SECTION II -
WHO IS AN INSURED:

Any person or organization that has financial
control of you is an insured with respect to
liability for "bodily injury", "property damage"
or "personal and advertising injury" that
arises out of:
a. Such financial control; or
b. Such person's or organization's
ownership, maintenance or use of
premises leased to or occupied by you.

The insurance provided to such person or
organization does not apply to structural
alterations, new construction or demolition
operations performed by or on behalf of such
person or organization.

2. The following is added to Paragraph 4. of
SECTION II - WHO IS AN INSURED:

This paragraph does not apply to any
premises owner, manager or lessor that has
financial control of you.

G. BLANKET ADDITIONAL INSURED -

MORTGAGEES, ASSIGNEES, SUCCESSORS

OR RECEIVERS
The following is added to SECTION II - WHO IS
AN INSURED:

Any person or organization that is a mortgagee,
assignee, successor or receiver and that you
have agreed in a written contract or agreement
to include as an additional insured on this
Coverage Part is an insured, but only with
respect to its liability as mortgagee, assignee,
successor or receiver for "bodily injury", "property
damage" or "personal and advertising injury"
that:
a. Is "bodily injury" or "property damage" that
occurs, or is "personal and advertising injury"
caused by an offense that is committed,
CG D3 79 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of the premises for which that
mortgagee, assignee, successor or receiver
is required under that contract or agreement
to be included as an additional insured on
this Coverage Part.

The insurance provided to such mortgagee,
assignee, successor or receiver is subject to the
following provisions:
a. The limits of insurance provided to such
mortgagee, assignee, successor or receiver
will be the minimum limits that you agreed to
provide in the written contract or agreement,
or the limits shown in the Declarations,
whichever are less.
b. The insurance provided to such person or
organization does not apply to:
(1) Any "bodily injury" or "property damage"
that occurs, or any "personal and
advertising injury" caused by an offense
that is committed, after such contract or
agreement is no longer in effect; or
(2) Any "bodily injury", "property damage" or
"personal and advertising injury" arising
out of any structural alterations, new
construction or demolition operations
performed by or on behalf of such
mortgagee, assignee, successor or
receiver.

H. BLANKET ADDITIONAL INSURED -

GOVERNMENTAL ENTITIES - PERMITS OR

AUTHORIZATIONS RELATING TO PREMISES
The following is added to SECTION II - WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and
that you are required by any ordinance, law,
building code or written contract or agreement to
include as an additional insured on this
Coverage Part is an insured, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
arising out of the existence, ownership, use,
maintenance, repair, construction, erection or
removal of any of the following for which that
governmental entity has issued such permit or
authorization: advertising signs, awnings,
canopies, cellar entrances, coal holes,
driveways, manholes, marquees, hoist away
openings, sidewalk vaults, elevators, street
banners or decorations.

I. BLANKET ADDITIONAL INSURED -

GOVERNMENTAL ENTITIES - PERMITS

OR AUTHORIZATIONS RELATING TO

OPERATIONS
The following is added to SECTION II - WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law, building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for
"bodily injury", "property damage" or "personal
and advertising injury" arising out of such
operations.

The insurance provided to such governmental
entity does not apply to:
a. Any "bodily injury", "property damage" or
"personal and advertising injury" arising out
of operations performed for the
governmental entity; or
b. Any "bodily injury" or "property damage"
included in the "products -completed
operations hazard".

J. INCIDENTAL MEDICAL MALPRACTICE

1. The following replaces Paragraph b. of the
definition of "occurrence" in the
DEFINITIONS Section:
b. An act or omission committed in
providing or failing to provide "incidental
medical services", first aid or "Good
Samaritan services" to a person, unless
you are in the business or occupation of
providing professional health care
services.

2. The following replaces the last paragraph of
Paragraph 2.a.(1) of SECTION II - WHO IS
AN INSURED:

Unless you are in the business or occupation
of providing professional health care
services, Paragraphs (1)(a), (b), (c) and (d)
above do not apply to "bodily injury" arising
out of providing or failing to provide:
(a) "Incidental medical services" by any of
your "employees" who is a nurse,
nurse assistant, emergency medical
technician, paramedic, athletic trainer,
audiologist, dietician, nutritionist,

© 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
occupational therapist or occupational
therapy assistant, physical therapist or
speech -language pathologist; or
(b) First aid or "Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION III - LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide "incidental medical
services", first aid or "Good Samaritan
services" to any one person will be deemed
to be one "occurrence".

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I -

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

Sale Of Pharmaceuticals
"Bodily injury" or "property damage" arising
out of the violation of a penal statute or
ordinance relating to the sale of
pharmaceuticals committed by, or with the
knowledge or consent of the insured.

5. The following is added to the DEFINITIONS
Section:
"Incidental medical services" means:
a. Medical, surgical, dental, laboratory, x-
ray or nursing service or treatment,
advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any valid and
collectible other insurance, whether primary,
excess, contingent or on any other basis,
that is available to any of your "employees"
for "bodily injury" that arises out of providing
or failing to provide "incidental medical
services" to any person to the extent not
subject to Paragraph 2.a.(1) of Section II —
Who Is An Insured.

K. MEDICAL PAYMENTS - INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION III - LIMITS OF INSURANCE:

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses
because of "bodily injury" sustained by any
one person, and will be the higher of:
a. $10,000; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.

L. AMENDMENT OF EXCESS INSURANCE

CONDITION - PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exdusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION —

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a written contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization, but only for payments we make
because of:
a. "Bodily injury" or "property damage" that
occurs; or
b. "Personal and advertising injury" caused by
an offense that is committed;
subsequent to the signing of that contract or
agreement.

CG D3 79 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
N. CONTRACTUAL LIABILITY- RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;

2. Paragraph f.(1) of the definition of "insured
contract" in the DEFINITIONS Section is
deleted.

© 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy Number: CUP -5X642114

UMBRELLA

EXCESS FOLLOW -FORM AND UMBRELLA

LIABILITY INSURANCE
THIS POLICY, IN PART, PROVIDES FOLLOW -FORM LIABILITY COVERAGE.

COVERAGE WILL APPLY ON A CLAIMS -MADE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE.

COVERAGE WILL APPLY ON A DEFENSE -WITHIN -LIMITS BASIS WHEN

FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE

EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING

INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY

WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY.

PLEASE READ THE ENTIRE POLICY CAREFULLY.

Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance.

The word "insured" means any person or organization qualifying as such under SECTION II - WHO IS AN INSURED.

Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI - DEFINITIONS.

SECTION I - COVERAGES
A. COVERAGE A - EXCESS FOLLOW -FORM

LIABILITY

1. We will pay on behalf of the insured those
sums, in excess of the "applicable underlying
limit", that the insured becomes legally
obligated to pay as damages to which
Coverage A of this insurance applies,
provided that the "underlying insurance" would
apply to such damages but for the exhaustion
of its applicable limits of insurance. If a
sublimit is specified in any "underlying
insurance", Coverage A of this insurance
applies to damages that are in excess of that
sublimit only if such sublimit is shown for that
"underlying insurance" in the Schedule Of
Underlying Insurance.

2. Coverage A of this insurance is subject to the
same terms, conditions, agreements,
exclusions and definitions as the "underlying
insurance", except with respect to any
provisions to the contrary contained in this
insurance.

3. The amount we will pay for damages is limited
as described in SECTION III - LIMITS OF
INSURANCE.

4. For the purposes of Paragraph 1. above:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
will be considered to be reduced or
exhausted only by the following
payments:
(1) Payments of judgments or
settlements for damages that are
covered by that "underlying
insurance". However, if such
"underlying insurance" has a policy
period which differs from the policy
period of this Excess Follow -Form
And Umbrella Liability Insurance, any
such payments for damages that
would not be covered by this Excess
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22

Policy Number: CUP -5X642114

UMBRELLA
Follow -Form And Umbrella Liability
Insurance because of its different
policy period will not reduce or
exhaust the applicable limit of
insurance stated for such "underlying
insurance";
(2) Payments of "medical expenses" that
are covered by that "underlying
insurance" and are incurred for
"bodily injury" caused by an accident
that takes place during the policy
period of this Excess Follow -Form
And Umbrella Liability Insurance; or
Payments of defense expenses that
are covered by that "underlying
insurance", only if such "underlying
insurance" includes such payments
within the limits of insurance.

However, if such "underlying
insurance" has a policy period which
differs from the policy period of this
Excess Follow -Form And Umbrella
Liability Insurance, any such
payments for defense expenses that
would not be covered by this Excess
Follow -Form And Umbrella Liability
Insurance because of its different
policy period will not reduce or
exhaust the applicable limit of
insurance stated for such "underlying
insurance".
(3)
If the applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
is actually reduced or exhausted by other
payments, Coverage A of this insurance
is not invalidated. However, in the event
of a loss, we will pay only to the extent
that we would have paid had such limit
not been actually reduced or exhausted
by such other payments.
b. If any "underlying insurance" has a limit of
insurance greater than the amount shown
for that insurance in the Schedule of
Underlying Insurance, this insurance will
apply in excess of that greater amount. If
any "underlying insurance" has a limit of
insurance, prior to any reduction or
exhaustion by payment of damages,
"medical expenses" or defense expenses
described in Paragraph a. above, that is
less than the amount shown for that
insurance in the Schedule Of Underlying
Insurance, this insurance will apply in
excess of the amount shown for such
insurance in the Schedule Of Underlying
Insurance.

5. When the "underlying insurance" applies on a
claims -made basis and includes a retroactive
date provision, the retroactive date for
Coverage A of this insurance is the same as
the retroactive date of that "underlying
insurance".

B. COVERAGE B — UMBRELLA LIABILITY

1. We will pay on behalf of the insured those
sums in excess of the "self -insured retention"
that the insured becomes legally obligated to
pay as damages because of "bodily injury",
"property damage", "personal injury" or
"advertising injury" to which Coverage B of
this insurance applies.

2. Coverage B of this insurance applies to
"bodily injury" or "property damage" only if:
a. The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place anywhere in the world;
b. The "bodily injury" or "property damage"
occurs during the policy period; and
c. Prior to the policy period, no insured listed
under Paragraph 1. in Paragraph B.,
COVERAGE B — UMBRELLA
LIABILITY, of SECTION II - WHO IS AN
INSURED and no "employee" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, in whole or in part, then any
continuation, change or resumption of
such "bodily injury" or "property damage"
during or after the policy period will be
deemed to have been known prior to the
policy period.

3. Coverage B of this insurance applies to
"personal injury" or "advertising injury"
caused by an offense arising out of your
business, but only if the offense was
committed during the policy period
anywhere in the world.

4. The amount we will pay for damages is limited
as described in SECTION III - LIMITS OF
INSURANCE.

5. "Bodily injury" or "property damage":
a. Which occurs during the policy period; and
b. Which was not prior to, but was during, the
policy period known to have occurred by
any insured listed under Paragraph 1. in
Paragraph B., COVERAGE B —

© 2016 The Travelers Indemnity Company. All rights reserved.

EU 00 01 07 16

Policy Number: CUP -5X642114

UMBRELLA
UMBRELLA LIABILITY of SECTION II -
WHO IS AN INSURED, or any "employee"
authorized by you to give notice of an
"occurrence" or claim;
includes any continuation, change or
resumption of the "bodily injury" or "property
damage" after the end of the policy period.

6. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any insured
listed under Paragraph 1. in Paragraph B.,
COVERAGE B — UMBRELLA LIABILITY, of
SECTION II - WHO IS AN INSURED or any
"employee" authorized by you to give or
receive notice of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
b. Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
c. Becomes aware by any other means that
the "bodily injury" or "property damage"
has occurred or has begun to occur.

7. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

8. Coverage B of this insurance does not apply
to damages covered by any "underlying
insurance" or that would have been covered
by any "underlying insurance" but for the
exhaustion of its applicable limit of insurance.

C. COVERAGE C — CRISIS MANAGEMENT

SERVICE EXPENSES

1. We will reimburse the insured, or pay on the
insured's behalf, "crisis management service
expenses" to which Coverage C applies.

2. Coverage C of this insurance applies to "crisis
management service expenses" that:
a. Arise out of a "crisis management event"
that first commences during the policy
period;
b. Are incurred by the insured, after a "crisis
management event" first commences and
before such event ends; and
c. Are submitted to us within 180 days after
the "crisis management advisor" advises
you that the "crisis management event"
no longer exists.

3. A "crisis management event" will be deemed
to:
a. First commence at the time when any
"executive officer" first becomes aware of
an "event" or "occurrence" that leads to
that "crisis management event"; and
b. End when we decide that the crisis no
longer exists or when the Crisis
Management Service Expenses Limit has
been exhausted, whichever occurs first.

4. The amount we will pay for "crisis
management service expenses" is limited as
described in SECTION III - LIMITS OF
INSURANCE.

5. A "self -insured retention" does not apply to
"crisis management service expenses".

6. Any payment of "crisis management service
expenses" that we make will not be
determinative of our obligations under this
insurance with respect to any claim or "suit" or
create any duty to defend or indemnify any
insured for any claim or "suit".

D. DEFENSE AND SUPPLEMENTARY PAYMENTS

1. We will have the right and duty to defend the
insured:
a. Under Coverage A, against a "suit"
seeking damages to which such coverage
applies, if:
(1) The "applicable underlying limit" is the
applicable limit of insurance stated for
a policy of "underlying insurance" in
the Schedule Of Underlying
Insurance and such limit has been
exhausted solely due to payments as
permitted in Paragraphs 4.a.(1), (2)
and (3) of COVERAGE A — EXCESS
FOLLOW -FORM LIABILITY of
SECTION I - COVERAGES; or
(2) The "applicable underlying limit" is the
applicable limit of any "other
insurance" and such limit has been
exhausted by payments of judgments,
settlements or medical expenses, or
related costs or expenses (if such
costs or expenses reduce such
limits).

For any "suit" for which we have the right
and duty to defend the insured under
Coverage A, defense expenses will be
within the limits of insurance of this policy
when such expenses are within the limits
of insurance of the applicable "underlying
insurance"; or
b. Under Coverage B, against a "suit"
seeking damages to which such coverage
applies.

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2. We have no duty to defend any insured
against any "suit":
a. Seeking damages to which this insurance
does not apply; or
b. If any other insurer has a duty to defend.

3. When we have the duty to defend, we may, at
our discretion, investigate and settle any claim
or "suit". In all other cases, we may, at our
discretion, participate in the investigation,
defense and settlement of any claim or "suit"
for damages to which this insurance may
apply. If we exercise such right to participate,
all expenses we incur in doing so will not
reduce the applicable limits of insurance.

4. Our duty to defend ends when we have used
up the applicable limit of insurance in the
payment of judgments or settlements, or
defense expenses if such expenses are within
the limits of insurance of this policy.

5. We will pay, with respect to a claim we
investigate or settle, or "suit" against an
insured we defend:
a. All expenses we incur.
b. The cost of:
(1) Bail bonds required because of
accidents or traffic law violations
arising out of the use of any vehicle to
which this insurance applies; or
(2) Appeal bonds and bonds to release
attachments;
but only for bond amounts within the
applicable limit of insurance. We do not
have to furnish these bonds.
c. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of such claim or
"suit", including actual loss of earnings up
to $1,000 a day because of time off from
work.
d. All court costs taxed against the insured
in the "suit". However, these payments do
not include attorneys' fees or attorneys'
expenses taxed against the insured.
e. Prejudgment interest awarded against the
insured on that part of the judgment we
pay. If we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.
f. All interest that accrues on the full amount
of any judgment after entry of the
judgment and before we have paid,
offered to pay or deposited in court the
part of the judgment that is within the
applicable limit of insurance. If we do not
pay part of the judgment for any reason
other than it is more than the applicable
limit of insurance, we will not pay any
interest that accrues on that portion of the
judgment.

With respect to a claim we investigate or
settle, or "suit" against an insured we defend
under COVERAGE A — EXCESS FOLLOW -
FORM LIABILITY, these payments will not
reduce the applicable limits of insurance, but
only if the applicable "underlying insurance"
provides for such payments in addition to its
limits of insurance. With respect to a claim we
investigate or settle, or "suit" against an
insured we defend under COVERAGE B —
UMBRELLA LIABILITY, these payments will
not reduce the applicable limits of insurance.

SECTION II - WHO IS AN INSURED
A. COVERAGE A - EXCESS FOLLOW -FORM

LIABILITY
With respect to Coverage A, the following persons
and organizations qualify as insureds:

1. The Named Insured shown in the
Declarations; and

2. Any other person or organization qualifying as
an insured in the "underlying insurance". If
you have agreed to provide insurance for that
person or organization in a written contract or
agreement:
a. The limits of insurance afforded to such
person or organization will be:
(1) The amount by which the minimum
limits of insurance you agreed to
provide such person or organization
in that written contract or agreement
exceed the total limits of insurance of
all applicable "underlying insurance";
or
(2) The limits of insurance of this policy;
whichever is less; and
b. Coverage under this policy does not apply
to such person or organization if the
minimum limits of insurance you agreed
to provide such person or organization in
that written contract or agreement are
wholly within the total limits of insurance
of all available applicable "underlying
insurance".

B. COVERAGE B — UMBRELLA LIABILITY
With respect to Coverage B:

1. The Named Insured shown in the
Declarations is an insured.

2. If you are:

© 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16

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UMBRELLA
a. An individual, your spouse is also an
insured, but only with respect to the
conduct of a business of which you are
the sole owner.
b. A partnership or joint venture, your
members, your partners and their
spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, your members
are also insureds, but only with respect to
the conduct of your business. Your
managers are also insureds, but only with
respect to their duties as your managers.
d. An organization other than a partnership,
joint venture or limited liability company,
your "officers" and directors are also
insureds, but only with respect to their
duties as your "officers" or directors. Your
stockholders are also insureds, but only
with respect to their liability as
stockholders.
e. A trust, your trustees are also insureds,
but only with respect to their duties as
trustees.

3. Each of the following is also an insured:
a. Your "volunteer workers" only while
performing duties related to the conduct
of your business, or your "employees",
other than either your "officers" (if you are
an organization other than a partnership,
joint venture or limited liability company)
or your managers (if you are a limited
liability company), but only for acts within
the scope of their employment by you or
while performing duties related to the
conduct of your business. However, none
of these "employees" or "volunteer
workers" are insureds for:
(1) "Bodily injury" or "personal injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), to a co -"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co -
"employee" or "volunteer worker"
as a consequence of Paragraph
(1)(a) above;
(c) For which there is any obligation
to share damages with or repay
someone else who must pay
damages because of the injury
described in Paragraph (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

Unless you are in the business or
occupation of providing professional
health care services, Paragraphs
(1)(a), (b), (c) and (d) above do not
apply to "bodily injury" arising out of
providing or failing to provide first aid
or "Good Samaritan services" by any
of your "employees" or "volunteer
workers" other than an employed or
volunteer doctor. Any such
"employees" or "volunteer workers"
providing or failing to provide first aid
or "Good Samaritan services" during
their work hours for you will be
deemed to be acting within the scope
of their employment by you or
performing duties related to the
conduct of your business.
(2) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your "employees" or
"volunteer workers", any of your
partners or members (if you are a
partnership or joint venture), or any of
your members (if you are a limited
liability company).
b. Any person (other than your "employee"
or "volunteer worker"), or any
organization, while acting as your real
estate manager.
c. Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of
the maintenance or use of that
property; and
(2) Until your legal representative has
been appointed.
d. Your legal representative if you die, but
only with respect to duties as such. That
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representative will have all your rights and
duties under this insurance.

4. Any organization, other than a partnership,
joint venture or limited liability company, of
which you are the sole owner, or in which you
maintain an ownership interest of more than
50%, on the first day of the policy period is an
insured and will qualify as a Named Insured.

No such organization is an insured or will
qualify as a Named Insured for "bodily injury"
or "property damage" that occurred, or
"personal injury" or "advertising injury" caused
by an offense committed after the date, if any,
during the policy period, that you no longer
maintain an ownership interest of more than
50% in such organization.

5. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and of which you are
the sole owner, or in which you maintain an
ownership interest of more than 50%, is an
insured and will qualify as a Named Insured if
there is no other similar insurance available to
that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal injury" or "advertising
injury" arising out of an offense
committed;
before you acquired or formed the
organization.

No person or organization is an insured or will
qualify as a Named Insured with respect to the
conduct of any current or past partnership, joint
venture or limited liability company that is not
shown as a Named Insured in the Declarations.

This paragraph does not apply to any such
partnership, joint venture or limited liability
company that otherwise qualifies as an insured
under Paragraph B. of SECTION II - WHO IS AN
INSURED.

C. COVERAGE C - CRISIS MANAGEMENT

SERVICE EXPENSES
With respect to Coverage C, the following persons
and organizations are insureds and will qualify as
Named Insureds:

1. The Named Insured shown in the
Declarations.

2. Any organization, other than a partnership,
joint venture or limited liability company, of
which you are the sole owner, or in which you
maintain an ownership interest of more than
50%, on the first day of the policy period. No
such organization is an insured or will qualify
as a Named Insured for "crisis management
service expenses" arising out of a "crisis
management event" that first commences
after the date, if any, during the policy period,
that you no longer maintain an ownership
interest of more than 50% in such
organization.

3. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and of which you are
the sole owner, or in which you maintain an
ownership interest of more than 50%, if there
is no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to "crisis management service
expenses" arising out of a "crisis
management event" that occurred before
you acquired or formed the organization,
even if an "executive officer" only first
becomes aware of an "event" or
"occurrence" that leads to such "crisis
management event" after the date you
acquired or formed the organization.

No person or organization is an insured or will
qualify as a Named Insured with respect to the
conduct of any current or past partnership, joint
venture or limited liability company that is not
shown as a Named Insured in the Declarations.

SECTION III - LIMITS OF INSURANCE
A. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay for the
amounts described below to which this insurance
applies regardless of the number of:

1. Insureds;

2. Claims made or "suits" brought;

3. Number of vehicles involved;

4. Persons or organizations making claims or
bringing "suits"; or

5. Coverages provided under this insurance.

As indicated in Paragraph D.1. of SECTION I -
COVERAGES, for any "suit" for which we have
the right and duty to defend the insured under
Coverage A, defense expenses will be within the

© 2016 The Travelers Indemnity Company. All rights reserved.

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Policy Number: CUP -5X642114

UMBRELLA
limits of insurance of this policy when such
expenses are within the limits of insurance of the
applicable "underlying insurance".

B. The General Aggregate Limit is the most we will
pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are
within the limits of insurance of this policy;
except:

1. Damages and defense expenses because of
"bodily injury" or "property damage" included
in the "auto hazard";

2. Damages and defense expenses because of
"bodily injury" or "property damage" included
in the "products -completed operations
hazard"; or

3. Damages and defense expenses for which
insurance is provided under any Aircraft
Liability coverage included as "underlying
insurance" to which no aggregate limit
applies.

C. The Products -Completed Operations Aggregate
Limit is the most we will pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are
within the limits of insurance of this policy;
because of "bodily injury" or "property damage"
included in the "products -completed operations
hazard".

D. Subject to Paragraph B. or C. above, whichever
applies, the Occurrence Limit is the most we will
pay for the sum of all:

1. Damages, and defense expenses if such
expenses are within the limits of insurance of
this policy, under Coverage A arising out of
any one "event" to which the "underlying
insurance" applies a limit of insurance that is
separate from any aggregate limit of
insurance; and

2. Damages under Coverage B because of all
"bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
one "occurrence".

For the purposes of determining the applicable
Occurrence Limit, all related acts or omissions
committed in the providing or failing to provide
first aid or "Good Samaritan services" to any one
person will be considered one "occurrence".

E. The Crisis Management Service Expenses Limit
is the most we will pay for the sum of all "crisis
management service expenses" arising out of all
"crisis management events". Payment of such
"crisis management service expenses" is in
addition to, and will not reduce, any other limit of
insurance of this policy.

F. The limits of insurance of this policy apply
separately to each consecutive annual period and
to any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations. If the policy period is
extended after issuance for an additional period of
less than 12 months, the additional period will be
deemed part of the last preceding period for
purposes of determining the limits of insurance.

SECTION IV - EXCLUSIONS
This insurance does not apply to:

A.

With respect to Coverage A and Coverage B:

1. Asbestos
a. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the damages are
caused or contributed to by the hazardous
properties of asbestos.
b. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of any solid, liquid,
gaseous or thermal irritant or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any damages
described in Paragraph a. above.
c. Any loss, cost or expense arising out of
any:
(1) 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,
asbestos, asbestos fibers or products
containing asbestos; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing
the effects of, asbestos, asbestos
fibers or products containing asbestos.

2. Employment -Related Practices
Damages because of injury to:
a. A person arising out of any:
(1) Refusal to employ that person;
(2) Termination of that person's
employment; or
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(3)
Employment -related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment, applied to
or directed at that person, regardless
of whether such practice, policy, act
or omission occurs, is applied or is
committed before, during or after the
time of that person's employment; or
b. The spouse, child, parent, brother or
sister of that person as a consequence of
injury to that person as described in
Paragraphs a.(1), (2) or (3) above.

This exclusion applies:
a. Whether the insured may be liable as an
employer or in any other capacity; and
b. To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.

3. ERISA, COBRA And Similar Laws
Any obligation of the insured under:
a. The Employees Retirement Income
Security Act Of 1974 (ERISA) or any of
its amendments;
b. The Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) or
any of its amendments; or
c. Any similar common or statutory law of
any jurisdiction.

4. Medical Expenses Or Payments
Any obligation of the insured under any
"medical expenses" or medical payments
coverage.

5. Nuclear Material
Damages arising out of:
a. The actual, alleged or threatened
exposure of any person or property to; or
b. The "hazardous properties" of;
any "nuclear material".

As used in this exclusion:
a. "Hazardous properties" includes
radioactive, toxic or explosive properties;
b. "Nuclear material" means "source
material", "special nuclear material" or
"by-product material"; and
c. "Source material", "special nuclear
material" and "by-product material" have
the meanings given them in the Atomic
Energy Act of 1954 or any of its
amendments.

6. Uninsured or Underinsured Motorists, No -
Fault And Similar Laws
Any liability imposed on the insured, or the
insured's insurer, under any of the following
laws:
a. Uninsured motorists;
b. Underinsured motorists;
c. Auto no-fault or other first -party personal
injury protection (PIP);
d. Supplementary uninsured/underinsured
motorists (New York); or
e. Medical expense benefits and income
loss benefits (Virginia).

7. War
Damages arising out of:
a. War, including undeclared or civil war; or
b. Warlike action by a military force,
including action in hindering or defending
against an actual or expected attack, by
any government, sovereign or other
authority using military personnel or other
agents; or
c. Insurrection, rebellion, revolution, usurped
power or action taken by governmental
authority in hindering or defending against
any of these.

8. Workers Compensation And Similar Laws
Any obligation of the insured under a workers
compensation, disability benefits or
unemployment compensation law or any
similar law.

B. With respect to Coverage B:

1. Expected Or Intended Bodily Injury Or
Property Damage
"Bodily injury" or "property damage" expected
or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury"
or "property damage" resulting from the use of
reasonable force to protect persons or
property.

2. Contractual Liability
"Bodily injury", "property damage", "personal
injury" or "advertising injury" for which the
insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages that the
insured would have in the absence of the
contract or agreement.

© 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16

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3. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be liable by reason of:
a. Causing or contributing to the intoxication
of any person, including causing or
contributing to the intoxication of any
person because alcoholic beverages were
permitted to be brought on your premises
for consumption on your premises;
b. The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or
c. Any statute, ordinance or regulation
relating to the sale, gift, distribution or use
of alcoholic beverages.

4. Employers Liability
"Bodily injury" to:
a. An "employee" of the insured arising out
of and in the course of:
(1) Employment by the insured; or
(2) Performing duties related to the
conduct of the insured's business; or
b. The spouse, child, parent, brother or
sister of that "employee" as a
consequence of "bodily injury" described
in Paragraph a. above.

This exclusion applies:
a. Whether the insured may be liable as an
employer or in any other capacity; and
b. To any obligation to share damages with
or repay someone else who must pay
damages because of the "bodily injury".

5. Pollution
a. "Bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of
"pollutants".
b. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory
or regulatory requirement that any
insured or any other person or
organization test for, monitor, clean
up, remove, contain, treat, detoxify or
neutralize, or in any way respond to,
or assess the effects of, "pollutants";
or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization 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".

6. Aircraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft owned or
operated by or rented or loaned to any
insured. Use includes operation and "loading
or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft that is owned or operated by or
rented or loaned to any insured.

7. Auto
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any "auto". Use
includes operation and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any "auto".

This exclusion does not apply to "bodily injury"
or "property damage" caused by an
"occurrence" that takes place outside of the
United States of America (including its
territories and possessions), Puerto Rico and
Canada.

8. Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any watercraft owned
or operated by or rented or loaned to any
insured. Use includes operation and "loading
or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
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maintenance, use or entrustment to others of
any watercraft that is owned or operated by
or rented or loaned to any insured.

This exclusion does not apply to a watercraft:
a. While ashore on premises owned by or
rented to any insured; or
b. That is 50 -feet long or less and that:
(1) You own; or
(2) You do not own and is not being used
to carry any person or property for a
charge.

9. Electronic Data
Damages claimed for the loss of, loss of use
of, damage to, corruption of, inability to
access, or inability to manipulate "electronic
data".

10. Damage To Property, Products Or Work
"Property damage" to:
a. Property you own, rent or occupy,
including any costs or expenses incurred
by you, or any other person or
organization, for repair, replacement,
enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to a person or
damage to another's property;
b. Premises you sell, give away or abandon
if the "property damage" arises out of any
part of those premises;
c. Property loaned to you;
d. Personal property in the care, custody or
control of the insured;
e. That particular part of real property on
which you or any contractors or
subcontractors working directly or
indirectly on your behalf are performing
operations if the "property damage"
arises out of those operations;
f. That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it;
"Your product" arising out of "your
product" or any part of it; or
h. "Your work" arising out of "your work" or
any part of it and included in the
"products -completed operations hazard".
g.

11. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property", or
property that has not been physically injured,
arising out of:
a. A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
b. A delay or failure by you, or anyone acting
on your behalf, to fulfill the terms of a
contract or agreement.

This exclusion does not apply to the loss of
use of other property arising out of sudden
and accidental physical injury to "your
product" or "your work" after it has been put to
its intended use.

12. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
a. "Your product";
b. "Your work"; or
c. "Impaired property";
if such product, work or property is withdrawn
or recalled from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.

13. Violation Of Consumer Financial
Protection Laws
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of a "consumer
financial protection law", or any other "bodily
injury", "property damage", "personal injury" or
"advertising injury" alleged in any claim or
"suit" that also alleges any such violation.

14. Unsolicited Communication
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".

15. Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
access to or disclosure of any person's or
organization's confidential or personal
information.

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16. Knowing Violation Of Rights Of Another
"Personal injury" or "advertising injury" caused
by or at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict "personal injury"
or "advertising injury".

17. Material Published With Knowledge Of
Falsity
"Personal injury" or "advertising injury" arising
out of oral or written publication, including
publication by electronic means, of material, if
done by or at the direction of the insured with
knowledge of its falsity.

18. Material Published Or Used Prior To Policy
Period
a. "Personal injury" or "advertising injury"
arising out of oral or written publication,
including publication by electronic means,
of material whose first publication took
place before the beginning of the policy
period; or
b. "Advertising injury" arising out of
infringement of copyright, "title" or
"slogan" in your "advertisement" whose
first infringement in your "advertisement"
was committed before the beginning of
the policy period.

19. Criminal Acts
"Personal injury" or "advertising injury" arising
out of a criminal act committed by or at the
direction of the insured.

20. Breach Of Contract
"Personal injury" or "advertising injury" arising
out of a breach of contract.

21. Quality Or Performance Of Goods — Failure
To Conform To Statements
"Advertising injury" arising out of the failure of
goods, products or services to conform with
any statement of quality or performance made
in your "advertisement".

22. Wrong Description Of Prices
"Advertising injury" arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".

23. Intellectual Property
"Personal injury" or "advertising injury" arising
out of any actual or alleged infringement or
violation of any of the following rights or laws,
or any other "personal injury" or "advertising
injury" alleged in any claim or "suit" that also
alleges any such infringement or violation:
a. Copyright;
b. Patent;
c.
d.
e.
f.
g.

Trade dress;
Trade name;
Trademark;
Trade secret; or
Other intellectual property rights or laws.

This exclusion does not apply to:
a. "Advertising injury" arising out of any
actual or alleged infringement or violation
of another's copyright, "title" or "slogan" in
your "advertisement"; or
b. Any other "personal injury" or "advertising
injury" alleged in any claim or "suit" that
also alleges any such infringement or
violation of another's copyright, "title" or
"slogan" in your "advertisement".

24. Insureds In Media And Internet Type
Business
"Personal injury" or "advertising injury" arising
out of an offense committed by an insured
whose business is:
a. Advertising, "broadcasting" or publishing;
b. Designing or determining content of web -
sites for others; or
c. An Internet search, access, content or
service provider.

This exclusion does not apply to Paragraphs
a.(1), (2) and (3) of the definition of "personal
injury".

For the purposes of this exclusion:
a. Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
b. The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be
considered the business of advertising,
"broadcasting" or publishing.

25. Electronic Chatrooms Or Bulletin Boards
"Personal injury" or "advertising injury" arising
out of an electronic chatroom or bulletin board
the insured hosts, owns or over which the
insured exercises control.

26. Unauthorized Use Of Another's Name Or
Product
"Personal injury" or "advertising injury" arising
out of the unauthorized use of another's name
or product in your e-mail address, domain
name or metatag, or any other similar tactics
to mislead another's potential customers.

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C. With respect to Coverage C:

Newly Acquired, Controlled Or Formed
Entities
"Crisis management service expenses" arising out
of a "crisis management event" that involves any
organization you newly acquire or form and that
occurred prior to the date you acquired or formed
that organization, even if an "executive officer"
only first becomes aware of an "event" or
"occurrence" that leads to such "crisis
management event" after the date you acquired or
formed such organization.

SECTION V - CONDITIONS
A. APPEALS

1. If the insured or the insured's "underlying
insurer" elects not to appeal a judgment which
exceeds the "applicable underlying limit" or
"self -insured retention", we may do so.

2. If we appeal such a judgment, we will pay all
costs of the appeal. These payments will not
reduce the applicable limits of insurance. In
no event will our liability exceed the applicable
limit of insurance.

B. BANKRUPTCY

1. Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this insurance.

2. In the event of bankruptcy or insolvency of
any "underlying insurer", this insurance will
not replace such bankrupt or insolvent
"underlying insurer's" policy, and this
insurance will apply as if such "underlying
insurer" had not become bankrupt or
insolvent.

C. CANCELLATION

1. The first Named Insured shown in the
Declarations may cancel this insurance by
mailing or delivering to us advance written
notice of cancellation.

2. We may cancel this insurance by mailing or
delivering to such first Named Insured written
notice of cancellation at least:
a. 10 days before the effective date of
cancellation if we cancel for nonpayment
of premium; or
b. 60 days before the effective date of
cancellation if we cancel for any other
reason.

3. We will mail or deliver our notice to such first
Named Insured's last mailing address known
to us.

4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.

5. If this insurance is cancelled, we will send
such first Named Insured any premium refund
due. If we cancel, the refund will be pro rata. If
such 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.

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.

D. CHANGES
This policy contains all the agreements between
you and us concerning the insurance afforded. No
change can be made in the terms of this
insurance except with our consent. The terms of
this insurance can be amended or waived only by
endorsement issued by us and made a part of this
policy.

E. CURRENCY
Payments for damages or expenses described in
Paragraph 5. of Paragraph D., DEFENSE AND
SUPPLEMENTARY PAYMENTS, of SECTION
- COVERAGES will be in the currency of the
United States of America. At our sole option, we
may make these payments in a different currency.

Any necessary currency conversion for such
payments will be calculated based on the rate of
exchange published in the Wall Street Journal
immediately preceeding the date the payment is
processed.

F. DUTIES REGARDING AN EVENT,

OCCURRENCE, CLAIM OR SUIT

1. You must see to it that we are notified as
soon as practicable of an "event" or
"occurrence" which may result in a claim
under this insurance. To the extent possible,
notice should include:
a. How, when and where the "event" or
"occurrence" took place;
b. The names and addresses of any
persons or organizations sustaining injury,
damage or loss, and the names and
addresses of any witnesses; and
c. The nature and location of any injury or
damage arising out of the "event" or
"occurrence".

2. If a claim is made or "suit" is brought against
any insured which may result in a claim under
this insurance, you must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.

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3. With respect to Coverage A, the insured
must:
a. Cooperate with us in the investigation,
settlement or defense of any claim or
"suit";
b. Comply with the terms of the "underlying
insurance"; and
c. Pursue all rights of contribution or
indemnity against any person or
organization who may be liable to the
insured because of the injury, damage or
loss for which insurance is provided under
this policy or any policy of "underlying
insurance".

4. With respect to Coverage B, the insured
must:
a. Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
b. Authorize us to obtain necessary records
and other information;
c. Cooperate with us in the investigation,
settlement or defense of any claim or
"suit"; and
d. 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 Coverage B may apply.

5. No insured will, except at that insured's own
expense, voluntarily make a payment,
assume any obligation, make any admission
or incur any expense, other than for first aid
for "bodily injury" covered by this insurance,
without our consent.

6. Knowledge of an "event", "occurrence", claim
or "suit" by your agent, servant or "employee"
will not constitute knowledge by you, unless
your insurance or risk manager, or anyone
working in the capacity as your insurance or
risk manager, or anyone you designate with
the responsibility of reporting an "event",
"occurrence", claim or "suit":
a. Has received notice of such "event",
"occurrence", claim or "suit" from such
agent, servant or "employee"; or
b. Otherwise has knowledge of such "event",
"occurrence", claim or "suit".

G. DUTIES REGARDING A CRISIS MANAGEMENT
EVENT
You must:

1. Notify us within 30 days of a "crisis
management event" that may result in "crisis
management service expenses".

2. Provide written notice of the "crisis
management event" as soon as practicable.

To the extent possible, notice should include:
a. How, when and where that "crisis
management event" took place;
b. The names and addresses of any
persons or organizations sustaining injury,
damage or loss, and the named and
addresses of any witnesses;
c. The nature and location of any injury or
damage arising out of that "crisis
management event"; and
d. The reason that "crisis management
event" is likely to involve damages
covered by this insurance in excess of the
"applicable underlying limit" or "self -
insured retention" and involve regional or
national media coverage.

H. EXAMINATION OF YOUR BOOKS AND

RECORDS
We may examine and audit your books and
records as they relate to this insurance:

1. At any time during the policy period;

2. Up to three years after the end of the policy
period; and

3. Within one year after final settlement of all
claims under this insurance.

I. EXTENDED REPORTING PERIOD OPTION

1. When the "underlying insurance" applies on a
claims -made basis, any automatic or basic
"extended reporting period" in such
"underlying insurance" will apply to this
insurance.

2. When the "underlying insurance" applies on a
claims -made basis and you elect to purchase
an optional or supplemental "extended
reporting period" in such "underlying
insurance," that "extended reporting period"
will apply to this insurance only if:
a. A written request to purchase an
Extended Reporting Period endorsement
for this insurance is made by you and
received by us within 90 days after the
end of the policy period;
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b. You have paid all premiums due for this
policy at the time you make such request;
c. You promptly pay the additional premium
we charge for the Extended Reporting
Period endorsement for this insurance
when due. We will determine that
additional premium after we have
received your request for the Extended
Reporting Period endorsement for this
insurance. That additional premium is not
subject to any limitation stated in the
"underlying insurance" on the amount or
percentage of additional premium that
may be charged for the "extended
reporting period" in such "underlying
insurance"; and
d. That Extended Reporting Period
endorsement is issued by us and made a
part of this policy.

3. Any Extended Reporting Period endorsement
for this insurance will not reinstate or increase
the Limits of Insurance or extend the policy
period.

4. Except with respect to any provisions to the
contrary contained in Paragraphs 1., 2. or 3.
above, all provisions of any option to
purchase an "extended reporting period"
granted to you in the "underlying insurance"
apply to this insurance.

J. INSPECTIONS AND SURVEYS

1. We have the right but are not obligated to:
a. Make inspections and surveys at any
time;
b. Give you reports on the conditions we
find; and
c. Recommend changes.

2. Any inspections, surveys, reports or
recommendations relate only to insurability
and the premiums to be charged. We do not
make safety inspections. We do not
undertake to perform the duty of any person
or organization to provide for the health or
safety of workers or the public. We do not
warrant that conditions:

L.
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

K. LEGAL ACTION AGAINST US

1. No person or organization has a right under
this insurance: M.
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 insurance unless all of
its terms have been fully complied with.

2. A person or organization may sue us to
recover on an agreed settlement or on a final
judgment against an insured. We will not be
liable for damages that:
a. Are not payable under the terms of this
insurance; or
b. Are in excess of the applicable limit of
insurance.

An agreed settlement means a settlement
and release of liability signed by us, the
insured and the claimant or the claimant's
legal representative.

MAINTENANCE OF UNDERLYING INSURANCE

1. The insurance afforded by each policy of
"underlying insurance" will be maintained for
the full policy period of this Excess Follow -
Form And Umbrella Liability Insurance. This
provision does not apply to the reduction or
exhaustion of the aggregate limit or limits of
such "underlying insurance" solely by
payments as permitted in Paragraphs 4.a.(1),
(2) and (3) of COVERAGE A — EXCESS
FOLLOW -FORM LIABILITY of SECTION I -
COVERAGES. As such policies expire, you
will renew them at limits and with coverage at
least equal to the expiring limits of insurance.

If you fail to comply with the above
requirements, Coverage A is not invalidated.

However, in the event of a loss, we will pay
only to the extent that we would have paid had
you complied with the above requirements.

2. The first Named Insured shown in the
Declarations must give us written notice of
any change in the "underlying insurance" as
respects:
a.
b.
c.
d.

Coverage;
Limits of insurance;
Termination of any coverage; or
Exhaustion of aggregate limits.

3. If you are unable to recover from any
"underlying insurer" because you fail to
comply with any term or condition of the
"underlying insurance", Coverage A is not
invalidated. However, we will pay for any loss
only to the extent that we would have paid had
you complied with that term or condition in
that "underlying insurance".

OTHER INSURANCE
This insurance is excess over any valid and
collectible "other insurance" whether such "other
insurance" is stated to be primary, contributing,

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excess, contingent or otherwise. This provision
does not apply to a policy bought specifically to
apply as excess of this insurance.

However, if you specifically agree in a written
contract or agreement that the insurance provided
to any person or organization that qualifies as an
insured under this insurance must apply on a
primary basis, or a primary and non-contributory
basis, then insurance provided under Coverage A
is subject to the following provisions:

1. This insurance will apply before any "other
insurance" that is available to such additional
insured which covers that person or
organization as a named insured, and we will
not share with that "other insurance", provided
that the injury or damage for which coverage
is sought is caused by an "event" that takes
place or is committed subsequent to the
signing of that contract or agreement by you.

2. This insurance is still excess over any valid
and collectible "other insurance", whether
primary, excess, contingent or otherwise,
which covers that person or organization as
an additional insured or as any other insured
that does not qualify as a named insured.

N. PREMIUM

1. The first Named Insured shown in the
Declarations is responsible for the payment of
all premiums and will be the payee for any
return premiums.

2. If the premium is a flat charge, it is not subject
to adjustment except as provided in
Paragraph 4. below.

3. If the premium is other than a flat charge, it is
an advance premium only. The earned
premium will be computed at the end of the
policy period, or at the end of each year of the
policy period if the policy period is two years
or longer, at the rate shown in the
Declarations, subject to the Minimum
Premium.

4. Additional premium may become payable
when coverage is provided for additional
insureds under the provisions of SECTION II
- WHO IS AN INSURED.

O. PREMIUM AUDIT
The premium for this policy is the amount stated
in Item 5. of the Declarations. The premium is a
flat charge unless it is specified in the
Declarations as adjustable.

P. PROHIBITED COVERAGE — UNLICENSED

INSURANCE

1. With respect to loss sustained by any insured
in a country or jurisdiction in which we are not
licensed to provide this insurance, this
insurance does not apply to the extent that
insuring such loss would violate the laws or
regulations of such country or jurisdiction.

2. We do not assume responsibility for:
a. The payment of any fine, fee, penalty or
other charge that may be imposed on any
person or organization in any country or
jurisdiction because we are not licensed
to provide insurance in such country or
jurisdiction; or
b. The furnishing of certificates or other
evidence of insurance in any country or
jurisdiction in which we are not licensed to
provide insurance.

Q. PROHIBITED COVERAGE — TRADE OR

ECONOMIC SANCTIONS
We will provide coverage for any loss, or
otherwise will provide any benefit, only to the
extent that providing such coverage or benefit
does not expose us or any of our affiliated or
parent companies to:

1. Any trade or economic sanction under any law
or regulation of the United States of America;
or

2. Any other applicable trade or economic
sanction, prohibition or restriction.

R. REPRESENTATIONS
By accepting this insurance, you agree:

1. The statements in the Declarations and any
subsequent notice relating to "underlying
insurance" are accurate and complete;

2. Those statements are based upon
representations you made to us; and

3. We have issued this insurance in reliance upon
your representations.

S. SEPARATION OF INSUREDS
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this policy to the first Named Insured shown in the
Declarations, this insurance applies:

1. As if each Named Insured were the only
Named Insured; and

2. Separately to each insured against whom
claim is made or "suit" is brought.

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T. WAIVER OR TRANSFER OF RIGHTS OF

RECOVERY AGAINST OTHERS TO US

1. If the insured has rights to recover all or part
of any payment we have made under this
insurance, those rights are transferred to us
and the insured must do nothing after loss to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us, and with respect to Coverage A, the
"underlying insurer", enforce them.

If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization,
we waive our right of recovery against that
person or organization, but only for payments
we make because of an "event" that takes
place or is committed subsequent to the
execution of that contract or agreement by
such insured.

2. Reimbursement of any amount recovered will
be made in the following order:
a. First, to any person or organization
(including us or the insured) who has paid
any amount in excess of the applicable
limit of insurance;
b. Next, to us; and
c. Then, to any person or organization
(including the insured and with respect to
Coverage A, the "underlying insurer") that
is entitled to claim the remainder, if any.

3. Expenses incurred in the process of recovery
will be divided among all persons or
organizations receiving amounts recovered
according to the ratio of their respective
recoveries.

U. TRANSFER OF YOUR RIGHTS AND DUTIES

UNDER THIS INSURANCE

1. Your rights and duties under this insurance
may not be transferred without our written
consent except in the case of death of an
individual Named Insured.

2. If you die, your rights and duties will be
transferred to your legal representative but
only while acting within the scope of duties as
your legal representative. Until your legal
representative is appointed, anyone having
proper temporary custody of your property will
have your rights and duties but only with
respect to that property.

V. UNINTENTIONAL OMISSION OR ERROR
The unintentional omission of, or unintentional
error in, any information provided by you which we
relied upon in issuing this policy will not prejudice
your rights under this insurance. However, this
provision does not affect our right to collect
additional premium or to exercise our rights of
cancellation or nonrenewal in accordance with
applicable insurance laws or regulations.

W. WHEN LOSS IS PAYABLE
If we are liable under this insurance, we will pay
for injury, damage or loss after:

1. The insured's liability is established by:
a. A court decision; or
b. A written agreement between the
claimant, the insured, any "underlying
insurer" and us; and

2. The amount of the "applicable underlying
limit" or "self -insured retention" is paid by or
on behalf of the insured.

SECTION VI - DEFINITIONS
A. With respect to all coverages of this insurance:

1. "Applicable underlying limit" means the sum of:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
subject to the provisions in Paragraphs

4.a.(1), (2) and (3) of COVERAGE A —
EXCESS FOLLOW -FORM LIABILITY of
SECTION I - COVERAGES; and
b. The applicable limit of insurance of any
"other insurance" that applies.

The limits of insurance in any policy of
"underlying insurance" will apply even if:
a. The "underlying insurer" claims the
insured failed to comply with any term or
condition of the policy; or
b. The "underlying insurer" becomes
bankrupt or insolvent.

2. "Auto hazard" means all "bodily injury" and
"property damage" to which liability insurance
afforded under an auto policy of "underlying
insurance" would apply but for the exhaustion
of its applicable limits of insurance.

3. "Electronic data" means information, facts or
programs stored as or on, created or used on,
or transmitted to or from computer software
(including systems and applications software),
hard or floppy disks, CD-ROMs, tapes, drives,
cells, data processing devices or any other
media which are used with electronically
controlled equipment.

4. "Event" means an "occurrence", offense,
accident, act, error, omission, wrongful act or
loss.