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Home My WebLink AboutHUITT-ZOLLARS, INC-A-2020-075-06INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL A-2020-075-06 DATE:C QWA\1 C\VMRha0 "1Q""AtLC5 AGREEMENT TO PROVIDE ON -CALL WATER RESOURCES ENGINEERING SERVICES o THIS AGREEMENT is made and entered into this 21 st day of April, 2020 by and between Huitt- CY) .Zetlars Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation 0 organized and existing under the Constitution and laws of the State of California ("City"). u RECITALS A. On October 29, 2019, the City issued Request for Proposal No. 19-100, by which it sought qualified contractors to provide on -call water resources engineering services for the City's Public Works Agency. B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 19-100. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as -needed basis, and at the City's sole discretion, Contractor shall perform the services described in the scope of work that was included in REP No. 19-100 and that is attached as Exhibit A, and as further delineated in Contractor's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of two contractors selected to provide services on an as -needed basis under RFP No. 19-100. The total compensation for services provided by all contractors selected under RFP No. 19-100 shall not exceed the shared aggregate amount of.$2,000,000 during the tern of this agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of Page I of 8 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on April 21, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one (1) additional term of two (2) years upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $t,000 or more, Contractor agrees to frilly comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Page 2 of 8 Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. Page 3 of 8 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (t) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. Page 4 of 8 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. It. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana Page 5 of 8 20 Civic Center Plaza (M-30) P.O. Box t988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-2t) P.O. Box 1988 Santa Ana, CA 92702 To Contractor: Huitt-Zollars, Inc. 2603 Main Street, Suite 400 Irvine, CA 92614 Fax (949) 988-5820 Attn: Miguel Hernandez, Project Manager A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall Page 6 of 8 be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Page 7 of 8 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez a Clerk of the Council q APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Jose Montoya Deputy City Attorney FOR APPROVAL L V a. 4 4 Nabil Saba Acting Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONTRACTOR Marc Haslinger, PE Office Manager/ Vice -President Page 8 of 8 EXHIBIT A APPendix.._ ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL WATER RESOURCES ENGINEERING SERVICES RFP NO.: 19.100 Introduction / Background The City of Santa Ana intends to retain Civil Engineering Consultants on an as -needed or "on - call" basis. A Professional Services Agreement will be entered into with several of the qualified Civil Engineering consultant(s) to provide professional services for a variety of projects on an on - call basis. On an on -call, as -needed basis, the selected firm(s) will be asked to provide professional engineering services proposals on specific, project -by -project basis, based on an agreed -upon specific scope of services and fees. In general, work consists of general water resources engineering design projects. Funding sources for each project may vary for each project/task order assignment, the selected firms shall comply with the funding agency's requirements. The projects may include water and sewer pipeline design, facility capital and rehabilitation improvements, storm drain improvements; and other related projects as required. On occasion, environmental and planning support services may also be requested. Firms selected for projects may need to include geotechnical, electrical, mechanical, structural, and other specific project related services, The consultant shall be able to assist the City through this'confract to provide. the necessary services. The consultant shall utilize in-house staff and/or sub -consultants to complete the assignments to meet the City standards. For specialized work for which the prime consultant shall require a sub -consultant, the prime consultant shall serve as an administrative liaison between the City and the sub -consultant and include these administrative costs in their proposed project management fees. Prime consultant mark-ups for sub -consultant work will not he allowed. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. 4cope of Services The work consists of general engineering design and cost estimating for civil works projects related to water, sewer, stormwater, recycled water systems and other projects as required. The work in general, consists of work in the following areas and not limited to: • Civil- Engineering Design • Structural • Ocotechnical • Land Surveying City of Santa Ana RFP 19-100 Page At-1 • Architectural • Landscape Architectural and Irrigation • Environmental • Electrical • Mechanical • Instrumentation and Control Systems • Financial and Economic Consulting Engineering In addition Consultants may be asked to perform the following tasks: • Hydraulic modeling of the water distribution, storm water, and sewer collection systems • Evaluations, water assessment studies and recommendations related to water wells, reservoirs, water treatment systems, disinfection systems, pressure control systems, and sewage lift stations, • Flow Monitoring studies • Electrical and industrial control systems evaluations, studies, drawings, documentation and recommendations • Mapping Services • Environmental/Planning Support • Construction Management Support • Special Engineering Studies/Reports/Compliance and Investigations • Regulatory Compliance with Federal and State and Local Agencies • Financial/cash flow analysis- public works programs • Sustainable Infrastructure Services If there are any exceptions to the core of requested services, proposers shall list said exceptions in their proposal (matrix form), For specialized work for which the prime consultant shall require a sub -consultant, the prime consultant shall serve as an administrative liaison between the City and the sub -consultant. The selected consultants must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP. General Requirements and Proieet Deliverables The ConSUltant'S services for plans specifications and estimating (PS&E) for engineering project preparation and special studies/invostigations shall include and in be in conformance with the latest editions of the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water Works Association, California Department of Transportation, the Americans with Disabilities Act, the City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and or federal, state and local guidelines established in the project. As part of the preparation of the PS&E, the consultant shall prepare the special provisions pertaining to the items of work included in the plans that are not addressed on the latest editions of the applicable standards. The Consultant shall have complete responsibility for the accuracy and completeness of all City of Santa Ana RFP 19-100 Page Al-2 docunmeuls and plans prepared. The plans will be reviewed by the City of Santa Ana for conformity with the requirements of the Agreement. Reviews by the City of Santa Ana do NOT include detailed review or checking of design or the accuracy with which such designs are depicted in the documents and the plans. The documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked, and dated and having the maker and checker identified. The Consultant shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: • Project Management Plan- the consultant shall provide a detail management plan including information and coordination with other agencies to ensure compliance and completion of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The project management shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed • Deliverables • Quality Control/Quality Assurance (QA/QC) Plan • Project Schedule/Invoicing • Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant shall submit the matter to the City for clarification. The Consultant shall perform engineering design services resulting in contract documents (plans, specifications and cost estimates "PS&E") for various projects on an as -needed basis. However, work tasks may include studies or a variety of engineering tasks. If requested by the City, the Consultant shall provide a Work Plan which includes a detailed schedule of the assigned project prior to the issuance of Notice to Proceed and/or Task Order. Specific Task Orders with Notices to Proceed ("NTPs") will be provided for project(s) at the discretion of the City. Work required per Task Order shall comply with the Scope of Services and additional provisions in each Task Order and this agreement. The following services/items shall include, but are not be limited to: 1. Research existing records of utility companies and agencies and coordinate the proposed improvements with existing field conditions. 2. Conduct an environmental assessment for each project and prepare all documentation required to comply with California Environmental Quality Act (CEQA), and or National Environmental Protection Act (NEPA). (If required) 3. Provide all field survey and topographic work necessary to complete the design effort. Design level survey and base mapping of the project site shall be prepared in US Customary English units by a California licensed Land Surveyor in accordance with the City guidelines and in Microstation V 8i Computer Aided Design and Drafting (CADD) format. The horizontal datum shall be NAD 83 and the vertical datum shall be NAVD 88. All survey field notes shall be on forms provided by the City, shall be neatly completed in pencil, and shall become property of the City upon completion of the project. Informial field investigations including marking of removal areas may be required for some of the sidewalk, curb and gutter, and pavement replacement projects. City of Santa Ana RFP 19-100 Page Al-3 4. Complete the design of projects including plans, specifications, and engineer's construction cost estimate. The Consultant shall contact manufacturers and/or contractors to verify the engineer's estimate prior to submitting to the City. Specifications shall be prepared in Microsoft Word and an electronic copy of the final version shall be furnished to the City. The City will provide the specification boiler plate to the Consultant. S. If requested, all preliminary and bid sets of plans shall be plotted on bond or velum paper using Microstation V8i CADD software program. All drawings shall be completed per the City of Santa Ana CADD Standards and any special provisions thereof. For interim submittals, the City may opt to receive only PDF versions of the plans for reviewing purposes. If so, the Consultant team will provided plans and/or specifications accordingly. 6. All original plan sheets, the title sheet of the specifications, calculations, and reports shall be signed and stamped by the Consultant's licensed professional engineer responsible/in-charge of the project. 7. If a part of the on -call project scope, the Consultant shall provide support services during the bidding and construction phases of the project, including, but not limited to: a. Respond to bidder inquiries during the bidding process, including preparation of any addenda. Following award of the construction contract, the Consultant shall attend the pre - construction meeting. b. Review and approve all submittals and shop plan drawings required supporting the construction contract. The Consultant shall complete shop drawings reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. c. Respond to written Requests for Information (RFl) to provide clarification or resolve discrepancies in the contract documents. Responses shall be completed within three (3) working days. d. Provide periodic field reviews and bring to the attention of the City of Santa Ana any defects or deficiencies in the work by the construction contractor which the Consultant may observe. The Consultant shall have no authority to issue instruction on behalf of the City of Santa Ana, or to deputize another to do so. 8. If included in the on -call project scope, upon completion of construction, the Consultant shall prepare as -built plans and submit them to the City. The Consultant shall incorporate all changes to the plans electronically with all necessary revision notations. Once plans have been updated, a signed set of as -built plans shall be submitted to the City with an electronic copy (in Microstation V8i CARD and pdf formats) of the final as -built drawings via CD or e-mail. 9. The Consultant shall monitor the project progress, maintain project files, and control the quality of the work performed by in-house staff and/or sub -consultants. Incomplete (not meeting targeted completion) or poor quality work will not be accepted. The Consultant shall revise the documents within a revised schedule set by the City, which may require overtime. No additional compensation necessary for the consultant to complete this work to the satisfaction of the City shall be approved by the City for the required revisions. It is the responsibility of the Consultant to produce a professional -level quality of work product. 10. If included in the on -call project scope, attend meetings with the City staff as required. 11. If included in the on -call project scope, the Consultant shall coordinate plan check, design topics, permits and any other issues with the City, other Agencies, and all utility companies as required. At the direction of the City, the Consultant shall be the liaison with affected agencies. nta Ana RFP 19.100 Page Al-4 12. If included in the on -call project scope, the Consultant shall be responsible for reviewing and approving addenda and clarifications to plans and specifications. All information regarding the plans and specifications and or documentation related to the project and approved by the City, will then become property of the City. A more detailed scope of work will be provided wlien/if a specific project or Task Order proposal is requested of a consultant. All tasks orders shall include the staff title, homy, hourly rate and totals as related to the project. Pro'ect Schedule and Progress. Progress review meetings shall be held at intervals deemed appropriate by the City. The Consultant shall furnish two copies of all completed work or partially completed update/status since the last progress review meeting. Progress reports shall be submitted monthly in electronic format indicating achievements and project schedule progress. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City • Advertise, award, and administer of construction contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) • Electronic files for title sheets and sheet borders • Facilitate meeting space and coordination and City facilities Fee Proposal: In addition to Section M.E.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: Consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and Statc/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. City of Santa Ana RFP 19-100 Page Al-5 EXHIBIT B clt HALL C I T Y4 TI)I�� JANTA AN A ON -CALL WATER RESOURCES ENGINEERING SERVICES November26, 2019 HUITT ZOLLARS To constantly improve Quality Integrity the quality of life in To achieve the highest To asvars cmdurt our world. level al quality is ourselves nits everything we des eonsummate rdegnty. Excellence Environment To achieve diet To provide the appropriate seusfazhnn through eassi nmenl fa people to unmmpmmisW auk grow. and prosper persaral ssM.. Profitability Innovation To maintain consistent To always slue to grp hand a..able advarcm our swims prahtin a&r to papEuate mcon boumna a healthy mmpary. To be the very To be unrelenting in the pursuit of best in our our goal, while always maintaining industry. our sense of purpose and never compromising our core values. Huitt-Zollars The Very Best" 1. STATEMENT OF QUALIFICATIONS A. COVER LETTER B. CONTRACT AGREEMENT - C. FIRM & TEAM EXPERIENCE — - Huitt-Zollars Profile Subconsultants Organizational Chart Key Personnel Resumes D. UNDERSTANDING OF NEED E. RELEVANT PROJECT EXPERIENCE F. REFERENCES 2. SCOPE OF SERVICES & SCHEDULE SCOPE OF SERVICES -- ------ - DESIGN SCHEDULE ---- - 1 2 2 5 9 14 15 18 3. FEE PROPOSAL ............................ - Separate Sealed Envelope APPENDIX -------- Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification APX HUff-MILLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 TOC 1. STATEMENT OF QUALIFICATIONS November 26, 2019 Mr. Rudy Rosas City of Santa Ana, Public Works Agency 20 Civic Center Plaza; 3rd Floor Reception, Ross Annex Santa Ana, CA 92701 RE: Qualifications Proposal for RFQ No. 19-100 City of Santa Ana On -Call Water Resources Engineering Services Mr. Rosas, Huitt-Zollars, Inc. (HZ) has been serving in Orange County for more than 30 years and looks forward to continuing our relationship with the City of Santa Ana with this On -Call Water Resources Engineering Services. HZ is a full -service Architecture -Engineering firm with qualified staff capable of completing the assignments described in the RFP. Our recent project completions and ongoing projects highlighted in this proposal demonstrate our team's direct experience and well planned cost-effective approach with Public Works assignments. Our team is currently serving the City of Santa Ana through their On -Call as well as the cities of Orange, Anaheim, Fullerton, Huntington Beach, Laguna Hills, Laguna Niguel, Mission Viejo, San Clemente, San Juan Capistrano, Yorba Linda, Long Beach, Chino, Fontana, Ontario, Calabasas, and Thousand Oaks. Our Project Manager Miguel A. Hernandez, PE, PLS, QSD brings a proven record in multi -disciplinary engineering assignments with Public Works entities. He is currently serving the City of Santa Ana with several projects via the 2017 On Call. Miguel understands the importance of proactive communication and quality control in the timely delivery of a project. He will be assisted by other in-house professionals showcased in the team experience section of this proposal. Our team is dedicated to providing additional high -quality products to the City of Santa Ana. This proposal is signed by an officer with authority to bind the company. Should you have any questions, please feel free to contact Miguel Hernandez at mhernandez@huitt-zollars.com or at (949) 988-5815 Extension 11169. Sincerely, HUITT-ZOLLARS, INC. cz� Marc Haslinger, PE Office Manager / Vice -President CA PE No. 49158 Miguel Hernandez, PE, PLS, QSD Project Manager CA PE No. 61378 HUITTZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 Huitt-Zollars has read and can execute the standard professional services contract included with the REQUEST FOR PROPOSALS (RFP) FOR ON -CALL WATER RESOURCES ENGINEERING SERVICES RFP NO.: 19- 100 issued on October 29, 2019. Upon request Huitt-Zollars will provided documents to comply with: EVIDENCE OF FINANCIAL CAPACITY LICENSES & PERMITS INSURANCE All City of Santa Ana projects will be implemented in compliance with the City's policies and regulations. Huitt- Zollars is encouraged by the City's affirmative action program and will identify teaming opportunities with Minority Business Enterprises (MBE) that are approvable by the City. ILI 5 1 -IF For more than 40 years, Huitt-Zollars, Inc. has provided professional services to support all types of right of way, design, hydrographic, and construction projects including work successfully completed for agencies such as City of Santa Ana, Orange County Transportation Authority, City of Santa Fe Springs, and the City of Downey. Huitt-Zollars, Inc. is a full -service engineering and architectural firm with 19 regional offices. Established in 1975, the firm has a staff of more than 550 professional, technical, and support personnel with diversified skills, capable of handling highly complex multidiscipline and concurrent assignments. The firm is ranked as a top design firm by Engineering News -Record and Architectural Record. Our full -service approach gives us a strong advantage in coordinating work on complex assignments. Our hands on management by the principals of the firm results in a client - directed sense of urgency and commitment to quality, schedule, and budget. It also affords coordination beyond the prime/consultant organization because in house lines of communication are firmly established and easy to maintain. This arrangement also provides a single focus for the project, resulting in smoother progression; efficient designs that balance function, economics and aesthetics; and construction documents that incorporate our client's objectives. Huitt-Zollars can take a project from start to finish, from initial study through design process, to construction management. With the Huitt-Zollars' engineering department's base of operations located in Irvine, our firm will be able to respond efficiently to meet Santa Ana's needs. PARKS & TRAILS » Walnut Grove Park » La Quinta Park » Anaheim Cove Recreation Liberty Park Improvements Trail » Adelana, Byerrum & Valencia » West San Gabriel River Trail Park Renovations » Eastside Community Park Phase 2 ON -CALL CONTRACTS » City of Santa Viejo Water District GIS Ana » City of Yorba » OC Public Works » City of Huntington Linda » Los Angeles Beach Water » City of Santa Fe County Quality » City of Downey Department of » Riverside County City of Long Public Works FCD Beach » City of Mission » Santa Margarita i IMPROVEMENT PLANS » The Sanitary Sewer Septic to Gravity Conversion » Lacy Neighborhood Water Replacement » French Park Water Replacement » Lost Hills/US 101 Interchange » Montalvo Canyon Drainage AWARD WINNING PROJECTS Study » El Camino Real/Paseo Pere( Wall » Street of the Golden Lantern Median Reductions » Maintenance Service Center Solar Canopies HLIff-MLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 2 SUBCONSULTANTS Through teaming strategies, HZ has added many services including geotechnical engineering, and sub -surface investigations. Our proposal includes local MBE Firms we have worked with in the past. These team members are on the current Santa Ana On -Call and they have also served the City of Santa Ana. C BELOW SUBSURFACE IMAGING BELOW C Below Subsurface Imaging (C Below) offers professional locating and mapping services throughout Southern California. They locate horizontal and vertical locations of underground utilities including water, gas power, waste, communications, and cable/TV. Many different methods are used to locate these utilities including GPR, CCTV, utility locators, electromagnetic locators, and potholing. Services: Subsurface Investigation Locating Mapping Utility Trenching CONVERSE CONSULTING G,? Converrsee consultants Converse has delivered soils and materials testing and inspection services to public municipalities and private agencies in Southern California for over 72 years. They are currently providing or have recently provided services under annual contracts with many major Southern California cities, including Los Angeles, Riverside, and San Bernardino. Their full -service in-house laboratories can perform all geotechnical testing that may be required for your projects. Converse's laboratories are approved by various certifying agencies, including Caltrans, DSA, and CCRL, and are supervised by a registered civil engineer to ensure quality control. All equipment is calibrated regularly, and our laboratory services are available 24 hours a day, 7 days a week Services: Geotechnical Engineering ECORP CONSULTING, INC 10111illiftECORP Consulting, Inc. ENV I RON%I EM'AL. CONS LTANTS ECORP is experienced in the preparation of Preliminary Environmental Study (PES) forms for projects per Caltrans' Local Assistance Procedures (LAPM). ECORP has used the PES form to consult with Caltrans/FHWA to determine the appropriate NEPA amd CEQA document for a project. ECORP staff have prepared Categorical Exclusions/Exemptions (CE/CEs), Environmental Assessments (IS/EAs) and Mitigated Negative Declaration/ Finding of No Significant Impacts (MND/FONSIs) for a series of projects with Caltrans involvement. ECORP has experience wokring on CEQA/NEPA, biological, and cultural projects for several districts, including the City of Santa Ana. Services: Environmental Services HLIFff-MLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 3 ORGANIZATION CHART The principals and professionals you see in the organization chart will be the same professionals you will see throughout the life of the project. Keeping the continuity of information and decision -making funneled through our professionals, is critical to project success. The Huitt-Zollars' design team will be further supported by the current staff of over 550 professionals, committing our depth of resources to respond to your project. Our Project Manager will act as the single point of contact. Huitt-Zollars, Inc. (HZ) Ecorp (EC) Converse Consulting (CC) Carl Taylor, PE, LEED AP (HZ) 15% Potential Involvement Johnny Murad, PE (HZ) 10% Potential Involvement Project Manager Miguel Hernandez, PE, PLS, QSD (HZ) 40% Potential Involvement Water Quality/Sustainability/LID Remi Candaele, PE (HZ) 25% Potential Involvement Principal -in -Charge / QA-QC Marc Haslinger, PE (HZ) 5% Potential Involvement Structural Land Surveying/Mapping William Wallace, PE (HZ) Jeffrey Lenherr, PLS, CfedS (HZ) +/-5%Potential Involvement +/-5%Potential Involvement Russell Hanson, PLS (HZ) 5% Potential Involvement Traffic Landscape Architecture Electrical Environmental Roxeanna Rivera, PE, PTOE (HZ) Chris Scott, RLA, ASLA, LEED AP (HZ) Jeff Roberts , PE (HZ) Freddie Olmos (EC) 5% Potential Involvement 5% Potential Involvement 5% Potential Involvement 5% Potential Involvement Geotechnical Potholes Mechanical Hashmi Quazi, PhD, PE, GE (CC) C Below Jeff Wilson, PE, LEED AP 10%Potential Involvement 5%Potentiallnvolvement 5%Potential Involvement HL ITf ZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 4 KEY PERSONNEL RESUMES N11GUEL HERS I I I PLS, QSD Project Manager - Huitt-Zollars Miguel Hernandez has more than 20 years of experience in Public Works and is proficient with the design of streets, highways, sewer, water, storm drain, grading, hydrology and hydraulics. His experience combined with his ability to communicate will make him a valuable asset to a project. As a Project Manager he will be helpful in coordinating all design inclinations and finding the appropriate balance. When critical deadlines need to be met his proven ability to work under pressure will be invaluable. RELEVANT PROJECT EXPERIENCE Citywide Sanitary Sewer and Domestic Improvements - Santa Ana, CA' Mojave Solar Project - Hinkley, CA Ensure all construction work conformed to applicable LORS, coordinated traffic detour plans, reviewed QSP activities, prepared documents to initiate revisions to approved drawings, responsible for work load reports and monitored progress of construction schedule. The project moved over 750,000 CY of soil during the grading activities that required coordination with survey crews and grading contractor. To protect the site from large storm events and balance dirt moving activity 18,000 LF of channel were cut. The solar plant included rehabilitation of six existing water wells and drilling of four new water wells. Six existing water wells were used for construction water. After construction, two large existing wells were retrofitted and connected to four new water wells to provide water for domestic and power plant use. The two power plants included four water tanks total. Farragut Avenue Improvements - Moreno Valley, CA Hernandez was the Project Manager for improvements that included sidewalk, curb, gutters, driveways, drainage, access ramps, utility adjustments, short property walls, missing street lights, pavement repairs, and accommodation of upgraded water line (built in advance by BSMWC) in order to enhance safety and accessibility for commuters and pedestrians on Farragut Avenue from Sherman Avenue to Ellsworth Street. Jeffrey Road/Portola Parkway Street Improvements - Irvine, CA Hernandez was the Project Manager for the civil design and survey of a new alignment of 1.5 miles of Jeffrey Road and 1.0 mile of Portola Parkway. Work included roadway rehabilitation, electrical conduits, cable/telephone improvements, right-of-way engineering, potholing, and grading. Work also included preparation of infrastructure plans, including storm drain design, 72-inches to 10-inches in diameter over 10,000 feet of pipe, hydrology and hydraulic calculations, sewer plans, dry utilities, specifications, and construction cost estimates. Jeffrey Road and Portola Parkway were designed for a six -lane highway with raised medians, new curb and gutter to replace open ditch channels, pedestrian undercrossing. Cerritos Avenue Gap Closure - Anaheim, CA Hernandez was the Project Manager for this project located on Cerritos Avenue from Euclid Street to approximately 600 feet east of Euclid Street. The project constructed a five foot wide ADA compliant sidewalk and new storm drain laterals with catch basins. The work also included the construction of block walls and fences. ` Refer to page 9 for project description HLllTTZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 MARC HASLINGER, PE Principal- In - Charee - Huitt- Zollars Having experience in both the public and private engineering sectors, Marc Haslinger brings a broad wealth of experience to his jobs- He has managed and designed numerous municipal, residential, and commercial projects throughout Southern California from initial planning and feasibility studies through final design, construction, and construction management. His experience has included residential, commercial, and industrial developments; potable and reclaimed water transmission mains and flood control facilities; roadway improvements; and construction management. Haslinger is well -versed in the tools of construction management, contract administration, planning, design, and processing. Complementing Haslinger's project management capabilities is a hands-on approach and technical knowledge of computer programs in the area of coordinate geometry, hydraulics, hydrology, structures, spreadsheets, critical path networking, management, and other tools necessary for a successful project. RELEVANT PROJECT EXPERIENCE Citywide Sanitary Sewer and Domestic Improvements - Santa Ana, CA Western Avenue Rehabilitation — Buena Park, CA Irvine Center Drive, Sand Canyon to Barranca Parkway — Irvine, CA Irvine Center Drive, 1405 Freeway to Lake Forest Drive — Irvine, CA Bake Parkway, 1-405 to Irvine Center Drive — Irvine, CA City of Dallas Facilities Capital Planning, Design and Construction - Dallas, TX* CARL TAYLOR, PE, LEED AP Civil Engineer - Huitt- Zollars Carl Taylor has a strong background in public infrastructure projects. He has worked on arterial highways and intersections, local and neighborhood streets, master plan and local storm drains, city and community parks, trails, streetscapes, vehicular and pedestrian bridges, city halls, libraries, community centers, memorials and plazas, parking lots, sewer and water facilities, and pedestrian and bicycle/pedestrian trails. During his professional career, Taylor has provided plans, specifications, estimates, and construction administration and support for numerous city, county, redevelopment agency, federal, and community facilities district projects. RELEVANT PROJECT EXPERIENCE OC Parks On -Call Projects — Orange County, CA » Mathis Trail Repair, Aliso & Wood Canyons » Creek Restoration, Wagon Wheel Regional Park » General Development Plan, OC Zoo » Santiago Creekbank Repair at Arden Modjeska » Historic Site, Modjeska Canyon Nature Preserve » Tijeras Creek Trail Repair, O'Neill Regional Park » Trail Crossing Replacement, Santiago Oaks Regional Park » Wagon Wheel Creek Restorations, Thomas F. Riley Wilderness Park Oso Parkway & Antonio Parkway Intersection Improvements — Orange County, CA Center Street —Anaheim, CA Townsend Place — Pasadena, CA HUITT-ZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 Remi Candaele brings extensive experience in numerous aspects of surface water management. His expertise include hydrology, hydromodification, and water quality modeling, Best Management Practice (BMP) design and performance, engineering economics, harvest -and -use, statistical analyses and comprehensive watershed strategic plans. Remi successfully developed stormwater implementation framework and conducted compliance inspections for multiple Phase I and II MS4 agencies. He is also recognized for his technical expertise, responsiveness, leadership, and strategic initiatives. Candaele has prepared numerous publications and conference proceedings covering his wide range technical knowledge. RELEVANT PROJECT EXPERIENCE Huntington Beach Trash Compliance Assistance — Orange County, CA Caltrans Ornamental Vegetation BMP Study Lake Tahoe Clarity TMDL - Caltrans SMR Hydromodification Management Plan, Riverside County Flood Control — Riverside County, CA South Orange County Hyd romodifi cation Plan — Orange County, CA Irvine Regional Park Drainage and Water Quality Improvements — Orange County, CA SAR Watershed Action Plan, Riverside County Flood Control — Riverside County, CA Retrofit Opportunities Water Quality Modeling — Orange County Public Work Watersheds Division National Pollutant Discharge Elimination System (NPDES), Riverside County Transportation Department (RCTD) — Riverside County, CA JEFFREY LENHERR, rri1:1nc Land Survey - Huitt-Zollars Jeff Lenherr is a Licensed Land Surveyor in California and Washington State. He is also one of a select few Land Surveyors in the United States to hold a Certified Federal Surveyor Certificate. He owned and operated his own Land Surveying Company for 15 years prior to joining Huitt-Zollars in September 2014. He has the experience to take a project from start to finish with minimal oversight, resulting in lower costs and on -time deliveries. He has extensive experience in map preparation and review, geodetic control, right-of-way mapping, topographic mapping, lot line adjustments, subdivisions, legal description preparation, construction staking, Global Positioning Systems, and field procedures. RELEVANT PROJECT EXPERIENCE Citywide Sanitary Sewer and Domestic Improvements - Santa Ana, CA On -Call Surveying/Engineering Services — Santa Ana, CA On -Call Surveying Services — City of Downey Department of Public Works On -Call Professional Services, University of California — Irvine, CA OCTA State Route 22 — Garden Grove Freeway, CA On -Call Surveying/Engineering Services — Santa Fe Springs, CA On -Call Surveying Services - Orange County, CA Solar Canopies at Municipal Service Center — Thousand Oaks, CA HUITT-MLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 Landscape Architect - Hultt- Zollars Chris Scott is the Team Leader for Planning and Landscape Architecture for the Huitt- Zollars Dallas office. His past project experience ranges from master planning and visioning of urban land developments, community amenity design and aesthetics, hike and bike trail development, multi -family, town home, and student housing developments, commercial and retail developments, multi -use urban developments, streetscapes, manufacturing and industrial development, private and public park development, corporate campus design, restaurant and hotel development, tree preservation and identification, and federal and military housing and urban development. RELEVANT PROJECT EXPERIENCE Prima Desecha Landfill Viewshed Study- OC Waste & Recycling — Orange County, CA Coyote Canyon Viewshed Planting PS&E - OC Waste & Recycling — Orance County, CA Irvine Regional Park & Drainage Runoff Control — Orange County, CA Electric Bus Charging & Storage Lot - UCI — Irvine, CA The Landing at Riverpark — Oxnard, CA ROXANNA RIVERA,PE,"T0FJF_4` Traffic Engineer - Huitt-Zollars Rivera has more than 19 years of experience in design and project management for municipal public works, infrastructure, environmental, and hydrology and hydraulics projects. Her experience includes the design of water and wastewater infrastructure, storm sewer design, drainage area mapping, preparation of environmental documents, and construction management. Rivera has completed the Texas Department of Transportation Qualificiation certification for Local Government Project Procedures (LGPP) to manage federally funded programs. She has managed several design and construction projects that were funded with federal funds. She has also worked extensively with the reporting requirements with TxDOT and FHWA so that municipalities reimbursed under the terms of the Local Project Advanced Funding Agreements (LPAFA). RELEVANT PROJECT EXPERIENCE Oxnard Blvd / Wagon Wheel Road Traffic Signal — Oxnard, CA Oxnard Blvd / Orchard Place Traffic Signal — Oxnard, CA Oxnard Blvd / Vineyard Ave Traffic Signal — Oxnard, CA Vineyard Avenue at Town Center Drive Traffic Signal — Oxnard, CA Lantana Traffic Circulation Study, Lantana Community — Denton County, TX HLATT-MLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 JOHNNY MURAD, PE, MS, QSD Utility Design - Huitt-Zollars Johnny Murad brings 21 years of experience in civil engineering consulting He has assisted numerous clients in site selections, feasibility studies, preliminary construction cost estimates, earthwork estimates, plan check and permit fee estimates, conceptual site planning, final design, and construction administration. His experience gives him a good understanding of project costing techniques and calculations, which can help keep the project cost at a minimum without losing efficiency and, thereby, help his clients stay within their planned project budget and maintain their strength in the market. RELEVANT PROJECT EXPERIENCE Alder Avenue, Casa Grande Drive, Summit Avenue, and Mango Avenue Sewer Improvements — Rialto, CA Redlands Boulevard Sewer Improvements — Moreno Valley, CA Brodiaea Avenue, Cactus Avenue, Joy Street, Gilbert Street, Rebecca Street, Frederick Street, and Heacock Street Sewer Improvements — Moreno Valley, CA San Bernardino Avenue Sewer Improvements — San Bernardino, CA WILLIAM WALLACE, PE Structural Engineer - Huitt-Zollars William Wallace has more than 38 years of experience as a Structural Engineer. He has been involved in the design of many highly complex structures for flood control and soil and water conservation construction programs for the Corps of Engineers (COE) and the Natural Resources Conservation Service (NRCS). Projects have included reinforced concrete hydraulic structures such as trapezoidal channel paving, rectangular channels, impact basins, drop structures, retaining walls, and reinforced concrete for principal and auxiliary spillways of lakes and dams. Wallace provided the structural design or provided peer reviews of projects where the objectives of the project was to design modifications to dams and their appurtenant structures to mitigate risks related to dam safety concerns; and to meet current regulations and standards as provided by Conservation Districts, NRCS, COE, and various Departments of Water Resources. RELEVANT PROJECT EXPERIENCE Oxnard Village Flood Control Facilities - Oxnard, CA Cottonwood Creek Trail and Bank Stabilization —Allen, Texas Rush Creek Channel Erosion Control - Arlington, TX Channel Improvement Project — Fort Worth, TX Brazos River Study — TX Lake Ray Roberts Outletworks Conduit and Power Penstock — Lake Ray Roberts, TX HUHTZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 JEFF WILSON, PE, LEED AP Mechanical Engineer - Huitt- Zollars Jeff Wilson has served as senior mechanical engineer on several projects including private and Federal agency assignments. His experience has included new construction and facility renovations. His experience includes preparing engineering analyses and studies including energy conservation/reduction, and performing detailed HVAC design requirements and load simulations for commercial and industrial complexes. Wilson has extensive experience in Building Information Modeling. RELEVANT PROJECT EXPERIENCE Fort Hood 1st Calvary Headquarters Renovation — Fort Hood, TX Texas Christian University, Renovation of Colby Hall — Fort Worth, TX Renovate Building B5676 and Hangar B6426 (3&4) - Barksdale AFB, LA Cannon Air Force Base, Airman & Family Readiness Center — Clovis, NM DTRA Data Center Renovation Building B20676 — Kirtland AFB, New Mexico JEFF ROBERTS, PE Electrical Engineer - Huitt-Zollars Jeffrey Roberts is an electrical engineer with experience in project management, the design of interior and exterior lighting and electrical power distribution systems, medium voltage distribution systems, HVAC systems, plumbing systems, fire protection systems, telecommunications systems, security and fire alarm systems for a diverse range of facility types. These include hospitals, schools, offices, airports, churches, multifamily dwellings, retail sales, restaurants, industrial, federal, military, Corps of Engineers, large warehousing and distribution centers and telecommunications switch facilities. He is a licensed engineer in all states and the District of Columbia. RELEVANT PROJECT EXPERIENCE Replace Air Handlers at the General Services Administration Facility — Fort Worth, TX Water Well and Pumping Station for Fort Polk — Leesville, LA Child Development Center Renovations for Fort Polk — Leesville, LA Expansion of the Social Security Administration Office for the General Services Administration — Dallas, TX Replace Air Handlers at the General Services Administration Facility — Fort Worth, TX High Tech Courtroom Remodel for the General Services Administration — Fort Worth, TX HUI I l ZOLLAAS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 RUSSELL HANSON, PLS, GISP Land Survey/Mapping - Huitt-Zollais Russell Hanson has in-depth experience in the preparation and processing of both surveying and engineering projects including records of survey, tract maps, legal descriptions, aerial photography, earthwork, alluvial quantities, grading, and GIS databases. He has been responsible for the planning and design for a myriad of municipal and residential projects. RELEVANT PROJECT EXPERIENCE La Pata Ave Gap Closure and Camino Del Rio Extension - Orange County, CA Santa Ana River Bike Trail Slurry Seal Project - Orange County, CA Gobernadora Multi -Purpose Basin - Orange County, CA Los Patrones Pkwy - Orange County, CA Runoff Management Plan (ROMP), Rancho Mission Viejo, LLC — Orange County, CA Ortega Highway Utility Relocations — Orange County, CA Antonio Parkway Widening — Orange County, CA HASHMI QUAD, PHD, PE, ' Gpr -rl1 l'iC7/ - rr i;'re=. frn�rlta. Dr. Quazi has 31 years of experience providing geotechnical engineering services and has earned a reputation for providing quality work in an honest and ethical manner, on time and within budget. Dr. Quazi provides quality control, budget oversight, and technical assistance on various types of projects, including storm drains, pipelines, and wastewater treatment plants. He has supervised site investigations and prepared technical reports for facilities located in areas of high liquefaction potential and difficult subsurface conditions. RELEVANT PROJECT EXPERIENCE County Line Channel Storm Drain Connection Project - Ontario, CA Chino Storm Drain Installation - Chino, CA Ramona Ave. Storm Drain & Pavement Rehabilitation - Rancho Cucamonga, CA Sultana -Cypress Storm Drain - Ontario, CA Three System Storm Drain - Chino, CA HUITMOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 JESUS "FREDDIE" OLMOS Environmental - E C 0 R P Freddie Olmos has more than 20 years of experience in Enviornmenal Engineering and is proficient with environmental undertaking of the design of streets, basins, sewer, water, storm drain, grading, and public works projects. RELEVANT PROJECT EXPERIENCE West Street and Citron Street Sidewalk Gap Closure Project -Anaheim, CA Lincoln Avenue Widening Project - Anaheim, CA La Palma Avenue at East Street Sidewalk Gap Closure Project -Anaheim, CA State College Boulevard and La Palma Avenue Intersection Improvement Project -Anaheim, CA HUITMOLIARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 The City intends to retain civil engineering consultants from a pre -qualified list to provide services for a variety of projects on an as -needed basis. Projects may include: TASK HUITT-ZOLLARS CONSULTANT Civil Engineering x Construction Documents (PS&E) x Construction Administration x Hydraulics Modeling (Storm, Water, & Sewer) x Street Improvements and Rehabilitation x Utility Design x Right -of -Way Studies x Sustainable Infrastructure Services x Water Well Design x Dry Well Design x Storm Water Treatment x Sewage Lift Station x Pressure Control Systems x Financial and Economic Consulting Engineering x x Grant Writing Services x x Pavement Management x x Fire Protection x Special Engineering Studies x x Regulatory Compliance x Transportation/Traffic x Signal Modifications x x Traffic Studies x x Signing and Striping x Bike Path Design x Structural Engineering x x Land Surveying x Mapping x Construction Staking x Landscape Architecture x Construction Management x Mechanical Engineering x Electrical Engineering x Geotechnical Engineering x Environmental/Planning Support x Instrumentation and Control Systems x HLIITf MLLARS City of Santa On -Call Water Resources Engineering Services RFP No 19-100 5 THE METHODOLOGY WE WILL USE TO COMPLETE WORK TASKS FOLLOWS: • Understand the task and the city's needs • Visit the site • Identify stakeholders • Research the project context and background • Determine permitting and regulatory requirements • Identify problems, constraints, and opportunities • Strategize possible solutions and evaluate alternates • Assist the city in selecting a preferred alternative • Develop the design into clear, constructible and cost-effective construction documents • Determine construction phasing • Support the environment documentation and right- of-way acquisitions as needed • Provide construction administration, management, and surveying • Close out the assignment with record documents CAPABILITY OF DEVELOPING INNOVATIVE OR ADVANCED TECHNIQUES The City of Santa Ana is seeking water resources engineering firms experienced with developing Plans, Specifications, and Estimates (PS&E). The consultant will be responsible for services requested on an "on - call" basis for projects as assigned by the City of Santa Ana. The scope of services include but is not limited to: Providing plans, specifications, and estimates for civil engineering services is the backbone of our Irvine branch oifice's expertise. Our team has proposed, won, and completed projects similar to those that are typically requested and our capability for developing innovative and advanced techniques sets us apart. 3D MODELING AND PREDICTIVE SOFTWARE Planning and design has been driven by the growth of advanced 3D design. The creation of smart 3D models helps visualize and communicate vital data. At Huitt-Zollars projects are developed in Civil3D. The models integrate with other 3D platforms such as Inroads, BIM, and Revit. This provides data for future public works sustainable design projecs and will work with many smart city platforms. The structural integrity of any building is only as good as its individual parts. The way those parts fit together, along with the choice of materials and site parameters, all contribute to how a building will perform. IMPROVING THE DURABILITY AND LIFESPAN OF OUR ROADS AND PARKING LOTS Transportation and parking are major components in civil engineering design. Sustainable and innovative pavement design should be considered with every project. The availability of pavement alternatives is plentiful. Use of cool pavements as a means to increase infiltrating, greening, and mitigating the urban heat island impact is a growing consideration. Huitt-Zollars constantly seeks to identify the most cost effective pavement alternatives for projects. Our group will ensure the proposed improvements are consistent with specific project requirements. EXISTING SYSTEM INVENTORY In order to identify potential conflicts between the existing infrastrucure and future improvements, existing utilities will be located, verified, and compile into the topography using a four tier approach. Tier I: Site Inspection and Coordination Huitt-Zollars will conduct a site investigation that includes digital documentation. The findings will be used to formulate a project specific approach and scope of services. The information gather will identify utility purveyors in the project vicinity and assesses probable challenges during construction. Tier II: Research and Gather Record Data Huitt-Zollars will request records from utility purveyors. Record information will be verified during the topographic survey and compiled into a drawing. ADA ramps in the project vicinity that do not meet federal regulations will be identified and updated during design. Tier III: Topography Survey Our survey department will research right-of-way record information, survey visible utility features, and dip manholes within the project area. Huitt-Zollars is leading the industry with drone surveying and scanning technologies. The new technology has a perfect platform in aerial photography. The data can produce 3D accuracy that is better than conventional HUITf ZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 6 aerial photography. The :M technology interfaces '' well with GIS, AutoCad, / -� Civi13D and other design platforms. The combination of low cost '` _ ' } R and easy assimilation A'a� ` `:.-... to multiple versions of technologies provides a lot of opportunity for planning and design. Survey information will be used to verify utility locations, inverts, size, and flow direction. Tier IV Sub -Surface Investigation The information collected in tiers I through III is used to identify possible utility conflicts. In a conclusion where a project requires pothole investigation and ground penetration radar to verify size and location. An exhibit that identifies the work within the excavation zone will be coordinated with the subsurface investigation consultant. TEAM EXPERIENCE To effectively incorporate advanced innovative designs into projects, it is imperative to understand that this team has been properly prepared. HZ's philosophy is centered on a concept of A SIGN. It is an approach to our level of service that explores design from all sides, meets challenges from new angles, and helps to uncover perspectives that are often overlooked. Our design process is interactive and responsive, engaging all stakeholders relevant to the success of the project. The professionals included in the organization chart have been specifically selected based on the described needs. Keeping the continuity of information and decision- making that is funneled through project managers is critical to the sucess of a our projects. The professionals for each task are the professionals you will see throughout the life of a project. We have also developed a working relationship with consultants that have been selected for projects. We have assembled the right team! DEMONSTRATE TECHNICAL ABILITY At Huitt-Zollars our vision is to provide high quality design services in all disciplines, to maintain a balanced practice with robust capabilities, and to deliver projects to public works clients. Our strategy in achieving this vision has been the enhancement of our design practice through our proposed team. Our organization chart shows the selected specialized team experienced in delivering projects with similar requirements. Ateam with bench strength unmatched in the industry. In addition to the proposed team, we believe that our services are best delivered with our Project Manager, Miguel Hernandez, PE, who is able to speak for the firm and is our most experienced project manager in our Southern California offices. Marc Haslinger is one of our most senior working principals. He will serve as Principal -in -Charge, bringing over 30 years of related experience directly to bear on your projects. We can't wait to put all these talented folks to work for you! QA/QC PROCESS ACT HLlll All At6 OUALITYINITIATIVR: CONTINUOUS {@. IMPROVEMENT ANII+ PLAH Xvpe vl5vm,m Avixl Wvh %m PnHKKI OuvlBy Mvnvpanml Ns Ybh BrcvWam $Irutlum OeioIIM P�cI,e15c1',alule w�,,.v Iwd,Ud srm.a GdaN Clew vntl `mm pogo Mm, kAeeuk vN 4.N3tl 4W..a pceummmceivn NOuelry Pxmse, Im,vm tmmed t AR � %PM1Y.%vRe%xw�r.I.vMR®h Our QA/QC program sets a procedure that ensures deliverables for both options A and B meet your expectations. As an ISO 9001:2015 compliant firm, the Quality Management Program serves as the foundation for continuous improvement in all aspects of our work. For our staff Quality Assurance is more than just a program that ensures proper internal review and documentation. It is a frame of mind with which we approach our work. The procedure will help us deliver high quality plans at 30%, 60%%, and final submittal. ------------------------------- The Project Work Plan includes a Project Quality Management Plan (QMP) that is specific for each project. The QMP identifies the QC Manager and constructability reviewer. It includes project I deliverables, design tasks, and schedules in-house reviews. The I QMP verifies that the all requirements are met. It is based on a 4-step process of Plan - Do - Check - Act. By working on I continuous improvement we ensure that our services provide I added value. ----------------------------- Our quality assurance program comprises all activities necessary to ensure that projects perform according to expectations. The QA program places emphasis on planning control, design control, computer software control and records. We institute our QA program through early involvement of experienced members. This process begins with our proposal, is HU Tf ZOLIARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 7 formalized by project kick off, and continues through project close out via our coordination. The program will ensure that an acceptable level of quality is achieved and maintained in each design. We are proposing a highly -specialized team of registered professionals with a history of delivering on similar projects. A team with a bench strength unmatched in the industry. Our project manager will be assisted by the principal -in -charge and supported by key personnel. The staff we are committing is organized so that redundant leadership is available in critical aspects of design. Our team offers additional value because it will rigorously analyze a design to provide sustainable cost effective solutions. ADVANCEDESIGN — To effectively incorporate advance innovative designs into projects, it is imperative to select a team that has been properly prepared. Our team approach will explore design from all sides, meet challenges from new angles, and help uncover perspectives that are often overlooked. Our design process is interactive and responsive. It engages all stakeholders relevant to the success of the project. We have assembled the right team! At the proposal stage overall project direction is determined, the strategy for project is specified, and general methodology is developed. Milestones are set with measurable timelines for checking progress on budget and scope completion. After award, our project manager prepares a project specific Work Plan. The Project Work Plan adds detail to the proposal scope of work, identifies the project team assignments and responsibilities, the project budget and schedule, and information regarding design criteria, inputs and constraints for the project. The Plan also specifies the governing design codes, guidelines and CAD standards. Work Breakdown Structure - Huitt-Zollars will develop a Work Breakdown Structure (WBS) that identifies specific tasks needed to accomplish the proposed scope of services. We will determine the level of effort required for each discipline to complete each task under the WBS. This effort is used to establish the proposed compensation for the project and helps overcome potential budget challenges. Detailed Project Schedule — Several characteristics comprise our approach to developing and maintaining a realistic schedule. This starts with participation of the entire project team. It is imperative that the schedule be sensitive to the demands of every discipline and client review periods. A schedule must account for stakeholder considerations and include time contingencies for resolving unforeseen variables. Our PM is assigned the responsibility of developing and tracking the project schedule. Our WBS format allows our PM to review budgets against associated milestones. We require that the PM update the Principal with project progress weekly. This results in a sense of urgency that will benefit each project. Quality project delivery can be impacted by many things. However, there are five areas that will demand our focus. We will design both projects as the City intended to design them. This will be accomplished by listening and clearly understanding your expectations. We will confirm our understanding in our negotiated scope and verify that we are on track by conducting design review meetings on a regular basis from planning through final design. » We will meet with sub -consultants to ensure their scope is complete. We will design the project in accordance with your schedule. This begins with development of a detailed schedule that includes critical path, agency review times, and milestones. Progress will be reviewed during our design meetings. We will design a project that is within your budget. We will develop a project budget that includes contingency, probable construction cost, and consultant fees. The probable construction cost will be prepared using current unit prices and submitted for review. We strive to minimize non -client initiated change orders during construction. Our QA/QC procedure implements a constructability reviewer. It helps us foresee and resolve potential issues before the bidding phase. Our PM will establish the framework and ensure that we capture your expectations for quality prior to publishing our plan. HLIITFZOLM City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 8 As part of a five year On -Call Services with the City of Santa Ana Water Resource Department. Huitt-Zollars is providing Plans, Specifications and Estimates (PS&E) for several projects in the City of Santa Ana. The Sanitary Sewer Septic to Gravity Conversion Project proposes to construct 8" sewer in a neighborhood near 17th Avenue and Tustin Avenue. Huitt-Zollars in providing CEQA documentation and PS&E for over 2500 linear feet of proposed 8" sewer, service laterals, and manholes. 2. Lacy Neighborhood Water Replacement Project proposes to replace over 15,000 linear feet of water line and services. The project is part of a citywide program that proposes to replace and increase capacity of over 30.000 If of water line per year. Huitt-Zollars is preparing PS&E that include topography and temporary high water lines. 3. French Park Water Replacement Project proposes to replace over 15,000 linear feet of water line and services. The project is part of a citywide program that proposes to replace and increase capacity of over 30,000 If of water line per year. Huitt-Zollars is preparing PS&E that include topography and temporary high water lines. Huitt-Zollars prepared plans, specifications, estimates, and the environmental revalidation for the Alton Avenue Widening and Overcrossing at SR-55. The project is constrained in a tight urban environment where right-of-way impacts had to be evaluated on a case - by -case basis. Major Southern California Edison lines paralleled the project area and were included in the utility investigations. The project impacted an existing open trapezoidal flood control channel, which was proposed to be relocated and put in a box culvert outside of freeway right-of-way. The Army Corps of Engineers was consulted regarding jurisdiction over this facility. Existing ramps were redesigned to join the widened freeway. The project included: » Development of local street improvements along 1.3 miles of Alton Avenue from Main Street in Santa Ana to Gillette Avenue in Irvine » Freeway widening along 1.5 miles of SR-55 from MacArthur Blvd. to Warner Ave Ramp modifications at MacArthur Boulevard and Dyer Road A new overcrossing and structure widening Design of HOV drop ramps and redesign of the HOV lanes on SR-55 COMPONENTS: PS&E Paving Domestic Water Improvements Sewer Improvements Environmental CLIENT CONTACT: City of Santa Ana Armando Fernandez Senior Civil Engineer, Public Works I Water Resources 20 Civic Center Plaza, M-35 Santa Ana, CA 92802 714.647.3316 RELEVANT DESIGN COMPONENTS: PS&E Roadways and Bridge Overcrossing Grading and Paving Enviornmental Landscape CLIENT CONTACT: City of Santa Ana Public Works Agency Kenny Nguyed - Sr CE 20 Civic Center Plaza M-36 Santa Ana, CA 92702 714.647.5632 HUITf MLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 9 Huitt-Zollars prepared PS&E and right-of-way documents to close an existing gap in Orange County's Master Plan of Arterial Highways between Ortega Highway and the City of San Clemente. This 3.7 mile long, $72 million project was comprised of critical elements that came together for the project's success: working within the Prima Deshecha Landfill and designing controlled access to the landfill; widening an existing section of roadway that must remain in operation to serve the landfill and adjacent high school; and pioneering a new roadway through undeveloped, mountainous terrain with final roadway grades up to 7%. Huitt-Zollars overcame multiple challenges associated with the following critical elements: moving 15 million cubic yards of earth; performing landslide remediation; mitigating effects of constructing the roadway through a former landfill area and relocating more than one billion pounds (850K cubic yards) of municipal solid waste; relocating two steel lattice electrical transmission towers; actively communicating with impacted communities; and responding to numerous environmental mitigation measures that must be implemented during design and construction. Challenges were also associated with constructing deep drainage culverts, storm drainage systems and water quality basins, two cast in place bridge overcrossing and five 30-foot diameter steel multi -plate tunnel undercrossings. Installed approximately 3,000 LF of sewer and domestic water line. The project included Installation of approximately 3,000 LF of sewer and domestic water line and construction/ extension of 22 cross culverts beneath the future roadway and a substantial roadway storm drain infrastructure comprised of more than 15,000 linear feet of reinforced concrete pipe; ranging in size from 18 to 108 inches in diameter. The roadway storm drain infrastructure segregates roadway runoff from offsite drainage areas in order to facilitate treatment of roadway impervious surfaces. To meet Orange County criteria and NPDES requirements, a total of six combined basins (to address water quality, hydromodification, and detention) were included in the project to address pollutants of concern and meet LID requirements. Flood control requirements are met by providing additional peak flow detention storage (over ten acre-feet) in these basins. RELEVANT DESIGN Value Engineering COMPONENTS: Landfill Engineering Sewer and Domestic Water Pavement Rehabilitation & Overlay Road Widening Geotechnical Gap Closure Storm Drain Retaining Walls Minor Structures Bridges and CSSP Traffic Signals Design, Geometrics, PS&E Traffic ControUConstruction Staging Hydrology & Hydraulics Signage & Striping Bridge Computer Programs Construction Support Right -of -Way Utility Coordination & Relocation Project of The Year Award Design Quality Partner Award for Projects $51 - $100 Million #2 on Roads and Bridges Magazine Top 10 Roads List n B.E.S.T. Award for a Regional Transportation Project CLIENT CONTACT: Nardy Khan - Deputy Director County of Orange Public Works 300 N. Flower Street Santa Ana, CA 92702 714.920.7454 nardy.khan@ocpw.ocgov.com HLIFff-MLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 10 Huitt-Zollars is leading a multi -disciplined team in the preparation of an overall Master Plan and Phase 1 construction documents for a new 500-acre national cemetery for the U.S. Department of Veterans Affairs (VA). The construction budget for Phase 1, including a "fast -track" initial Phase 1A, is $15.6 million. HZ is providing civil, structural, mechanical and electrical engineering, and plumbing design, and is coordinating the cemetery planning, architecture, landscape architecture, irrigation design, geotechnical and environmental services, and cost estimating. This cemetery will be one of six new cemeteries added to VA's 126 existing national cemeteries. Phase 1 construction will include a Public Information Center/Administration Building, a Maintenance Building and yard, an assembly area, a committal shelter, and internment areas for 1,700 traditional casket burial sites, 4,000 pre -placed concrete crypts, 500 in -ground cremain burial sites, and 3,000 columbarium niches. The challenges of this complex, large-scale project included optimizing grading with geological conditions and constraints; preparation and processing of an environmental jurisdictional determination with USACE and CDFG; coordination of utility service extensions from a proposed water well to the site; and developing landscape planting and irrigation strategies to optimize use of the limited supply of available groundwater. CLIENT CONTACT: US Department of Veterans Affairs National Cemetery Administration Clifford Schem 1301 Clay Street, Suite 1230N Oakland, CA 94612 510,637,6270 RELEVANT DESIGN COMPONENETS: Water Well Design Sewer Design Domestic Water Design Irrigation Water Design HUIT MOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 11 Detailed geometric studies, topographic surveys, and final construction documents were prepared by Huitt-Zollars for this $5 million project to add one through lane in each direction on Oso Parkway, right -turn -only lanes in each direction on Marguerite Parkway, and create double left -turn lanes in all four directions of the existing arterial highway intersection. Raised medians on all four legs of the intersection were completely reconfigured. Design constraints included access to existing developments, an adjacent hillside slope buttress, major water pressure reducing station, and other utility vaults and facilities. This project affected 4,600 linear feet of highway, three signalized intersections, and included 1,700 linear feet of retaining walls. Construction plans, specifications, and estimates were prepared for this $5 million project. The work of subconsultants for environmental documentation, traffic engineering, landscape architecture, and cost estimating was coordinated by Huitt-Zollars. This project involved relocation of numerous electrical, telephone, cable and gas utility facilities, and reinforcement of the underground vault for the pressure reducing station. I � %IA „T ��1^ L, CLIENT CONTACT: City of Mission Viejo Public Works Mark Chagnon - Director 200 Civic Center Drive Mission Viejo, CA 92691 949.470.3091 .......... COMPONENETS: Road Widening Traffic Signals Signage & Striping Retaining Walls Pavement Rehabilitation & Overlay Traffic Control/Construction Huitt-Zollars was retained by Orange County Public Works to prepare Letter of Design Recommendations (LODR) and final construction plans, specifications and estimates for the improvement of the Oso Parkway / Antonio Parkway intersection in South Orange County. The $2 million project's purpose was to improve the capacity of this intersection to accommodate increased traffic resulting from continued new residential development throughout the region. Capacity improvements at the intersection were as follows: Antonio Parkway: Addition of a fourth southbound thru lane and a third northbound left -turn lane onto Oso Parkway Oso Parkway: Addition of a fourth eastbound thru lane CLIENT CONTACT: OC Public Works Steve Soo - Project Manager 300 N. Flower Street Santa Ana, CA 92703 714.667.9659 Right -of -Way Storm Drain Design, Geometrics & PS&E Private PropertyAccess Modifications RELEVANT DESIGN Traffic Control/Construction COMPONENETS: Phasing Road Widening Pavement Overlay/ Traffic Signal Rehabilitation Signing & Striping Design, Geometrics & Right -of -Way PS&E HUITMJLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 12 Oxnard Village is an approximately 60-acre privately funded redevelopment project located at the westerly gateway to the City of Oxnard, along the 101 Freeway. The under-utilized site contained 1950's era motel, mobile home park, retail/commercial and light manufacturing uses. This mixed use project will ultimately include 1,500 residential units with row -houses, podium stacked flats, live - work units and luxury high rise condominiums and luxury hotels. Four parking lots have already been designed which included aesthetic, decorative lighting, water quality, space, enhanced paving, vehicular, pedestrian and disabled access, as well as drainage challenges. In each case, both a functional and aesthetically pleasing built environment resulted. The project is ongoing and will continue development while serving the City of Oxnard for many decades into the future. RELEVANT DESIGN COMPONENTS: Street Improvements Sewer, Domestic Water Reclaimed Water Storm Drain Mulitple Parking Lots Landscaping Water Quality Vehicular & Disabled Access Huitt-Zollars was responsible for the Topographic Survey for that portion of Warner Avenue from westerly of Main Street to easterly of Oak Avenue. Work included establishment of horizontal control based on the centerline of Warner Avenue and the establishment ofvertical control; tying outthe existing centerline monumentation prior to construction and the preparation of Pre -Construction Corner Records to be used during the construction phases of the project by surveyors doing boundary work in the area and for replacement of the monuments that were destroyed during construction; setting and control of aerial targets and photo ID points; flight, photography, and compilation of the aerial topographic mapping; cross-section survey at 25 foot intervals and a detailed design survey of all existing improvements from R/W line to R/W line; and the preparation of a Topographic Map showing the results of the work. CLIENT CONTACT: City of Santa Ana Kenny Nguyen 20 Civic Center Drive Santa Ana, CA 92702 714.647.5632 CLIENT CONTACT: Oxnard CRFL Partners Carl Renezeder 64 Maxwell Irvine, CA 92618 949.719.9040 RELEVANT DESIGN COMPONENETS: Topographic Survey HUI 1 l MLLAYS City of Santa On -Call Water Resources Engineering Services RFP No 19-100 13 Huitt-Zollars prepared the design of approximately 6,000 of 12" HDPE highline for recycled water to assist the Water district in the transportation of recycled water through the Santa Margarita Water District. Huiit-Zollars also assisted the Santa Margarita Water district in the design and construction of a booster pump station to boost the pressure of the recycled water line through multiple pressure zones. Additionally, Huitt-Zollars worked with Santa Margarita Water District to prepare multiple details to switch pipe materials and underground the highline into a casing and create a crossing of a secondary arterial highway. The design was completed to allow for the maintenance of the pipe without disrupting traffic on the highway. RELEVANT DESIGN COMPONENTS: Survey Engineering Estimates Water Improvements CLIENT CONTACT: Santa Margarita Water District Jamie Aguilar 26111 Antonio Parkway Rancho Santa Margarita, CA 92688 949,459.6400 Nardy Khan - Deputy Director �ullJll��« T��7,5 County of Orange Public Works VV 1L 300 N. Flower Street Santa Ana, CA 92702 714.920.7454 nardy.khan@ocpw.ocgov.com HZ prepared PS&E and right-of-way documents for the County's 3.7-mile-long, $75 Million La Pata Avenue gap closure and widening project. �Ew •. �J�'■l11E�.•!. •a,L ..lelS•. e.•e1e�'Lw�ce e.Rl l•11\•l.■•� Liza Munoz, PE - Senior Office Engineer ■ Inland Empire UtilinesAgenry ` Inland Empire Utilties Agency A MUNICIPAL WATER DISTRICT 6075 Kimball Avenue Chino, CA 91708 909.993.1522 Imunoz@ieua.org Maria Fraser - CIP Engineering Manager City of Chino Public Works 13220 Central Avenue Chino, CA 91710 909.334.3406 mfraser@cityofchino.org HZ designed a roadway widening along El Prado Road and Mountain Avenue for the City of Chino. HUI1 I ZOLLAUV City of Santa 0n-Call Water Resources Engineering Services RFP No. 19-100 14 _.. :3 � & SCHEDULE Mr. Armando Fernandez HZ Proposal No. P309095.07 February 19, 2019 Page 3 SCOPE OF SERVICES A. Project Management & Meetings: Includes a kickoff meeting to be held at the City's corporate yard and two additional progress meetings. Huitt-Zollars will attend meetings and coordinate the project in an effort to promote efficient progress. Huitt-Zollars will provide necessary recordkeeping to ensure quality control of the project. B. Topography: Huitt-Zollars will set control and provide an aerial topography. Consideration: The French Park Neighborhood is adiacent to the Lacy Neighborhood The City has requested proposals for both neighborhoods. Use of one swvey consultant for both projects would generate cost savings. C. Geotechnical Support: Our consultant, Converse Consulting, will provide a geotechnical report to support the design of the sewer improvements. We estimate 12 borings at 10-foot depths. • Depth of water is assumed at approximately 5 feet • WATCH Manual will be applicable for Traffic Control We do not anticipate the use of flagman • City will issue a no fee permit for field exploration • Consultant will coordinate with Underground Services Alert D. Utility Research/Investigation: The City of Santa Ana will provide sewer, water, and storm drain as -built plans. Huitt-Zollars will provide third party research. Letters on City letterhead will be mailed out to request third party record drawings/atlas. It is assumed that our team can use and rely on the data and information contained in the project related documents. Our staff will not perform a technical review of record documents, therefore it will not be responsible for the content or accuracy. E. Compile CADD (Micro -Station) Base Files: Huitt-Zollars will compile as -built information in Micro -Station (CADD) files for evaluation and use during design. F. Water Improvements: Huitt-Zollars will prepare water improvement plans for approximately 15,000 linear feet and related appurtenances. Pipe diameter is anticipated at 8 inches, cross connection and/or pressure reducing stations are not anticipated. This is a water main replacement project, therefore we do not anticipate a need for potholing. Proposed water improvements limits are delineated in the enclosed exhibit. Utility relocations are not anticipated. The Water Improvement Plans will be prepared to satisfy City of Santa Ana standards and requirements. • Title Sheet • General Notes Sheet • Detail Sheet • 13-Double Stacked Plan View Only • 24"06" Size • Horizontal Scale of V-20' HUITT ZOLLARS City of Santa On -Call Water Resources Engineering Services REP No. 19-100 15 Mr. Armando Fernandez HZ Proposal No. P309095.07 February 19, 2019 Page 4 Plans will be submitted as follows: 2 - Hard Copies Design Plans Only for 30% Progress Submittal (HZ will continue with design during City review) • 2 - Hard Copies Design Plans Only for 60% Progress Submittal (HZ will continue with design during City review) • 2 — Hard Copies of PS&E for 90% Submittal (Design is on hold during review) • 1- Hard Copy of PS&E for Final Submittal G. Estimates: Huitt-Zollars will provide water improvements relevant quantities. Probable cost would be estimated using best engineering practices including bid item list. H. Specifications: The City of Santa Ana will provide sample of special provisions for editing. I. Construction Administration: Project Manager and staff will remain available dining the bidding phase and construction phase to respond to BFI's and review contractor submittals. After construction, contractor redlines will be provided to develop record drawings. Optional Services J. Environmental Support: Installation of new pipeline with removal of existing pipeline as part of maintenance or repair, would qualify as a statutory exemption if less than one mile in length, unless there are unusual circumstances (i.e., "a reasonable possibility of significant environmental effects"), in which case an MND may be required. We are providing a budget for each. Our environmental consultant will assist the City to determine if an MND is necessary. The MND includes air quality, gas emissions, cultural, and noise/vibrations studies. Deliverables ® Geotechnical Report o CEQA Statutory Exemption or MND (Optional) 0 Plans Only (30%) ® Plans Only (60%) ® Plans, Specifications and Quantity Estimates (90%) 0 Final Plans, Specifications and Quantity Estimates (Title Sheet Mylar) CADD Files Provided by the City of Santa Ana e Utility As -Built Plans ® Bid List Items ® Special Provisions and CADD Standards HUIT MOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 16 Mr. Armando Fernandez HZ Proposal No. P309095.07 February 19, 2019 Page 5 Schedule Our team proposes to deliver the project per the schedule below, we are open minded to any modification necessary to deliver on the project needs. We can deliver more than one project on similar schedules. Please note that the CEQA service will impact the proposed schedule. I Task Kickoff Date March 4, 2019 30% Progress Submittal April 12 60% Progress Submittal May 3 City Review Complete May 10 90% Submittal May 31 City Review Complete June 14 Final PS&E Package July 12 Reimbursable Expenses: Reimbursable expenses are estimated to include reproduction of documents required for submittal(s) as stated in the scope of services, travel cost (travel and board), and mileage for project purposes. Bidding or construction plan sets are not anticipated. Expenses shall be compensated monthly based upon the Rate Schedule included in the Agreement. Assumption ♦ Work not included will not be performed without contract or addendum to the original proposal. Excluded Services Construction Estimate Utility Relocations Sub -surface Exploration Construction Survey Third Party Fees Task/Studies not specifically delineated Exhibits TERMS & CONDITIONS It is our understanding that the terms and conditions will be as jointly signed by the City of Santa Ana and Huitt-Zollars, Inc. in the "AGREEMENT (#A-2018-160-03) TO PROVIDE ENGINEERING SERVICES ON AN ON -CALL BASIS (WATER RESOURCES)". Upon acceptance of this proposal, the City of Santa Ana will provide Written Notice to Proceed (WNTP). We are prepared to begin work immediately. I look forward to our continued participation in this project. Should you have any comments or questions about any aspect of this proposal, please do not hesitate to give me a call. HUITTZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 17 Mr. Armando Fernandez HZ Proposal No. P309095.07 February 19,2019 Page 6 Sincerely, HUITT-ZOLLARS, INC. 00 Miguel Hernandez, P.E. Associate CA PE No. 61378 Marc J. Haslinger, P.E. Vice President/Office Manager CA PE No. 49158 Attachments N/P20191rvine/P309095.07 — I I ZA HUITTZOLLARS City of Santa On -Call Water Resources Engineering Services RFP No. 19-100 18 Separate sealed envelope Attachment 3-1 Non Collusion Affidavit Attachment 3-2 Non -Lobbying Certification Attachment 3-3 Non -Discrimination Certification Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid or that anyone shall refrain from bidding, that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof s also constitute signature of this Non -collusion Affidavit BIDDERS are cautioned that [Waking a I d'cation �ub}ect the c Me — making criminal prosecution. Signed State of Cr County of Subscribed and sworn to (or affirm )--before me on this day of , 20� by prove me on the basis of satisfactory evidence to be the person(s) who appeared before me. IWAGJed Notary Public Signature Notary Public Seal City of Santa Ana RFP Page A3-1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ©rCif Q ) On /COI/ o2/., a0 J 9 before me, Date Here Insert Name and Title of E e Officer personally appeared wra Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ELENA ZAMORA NUIrrADO =f•'�� Notary Public - California Orange County My Commission M 2247047 Comm. Expires Jun 21, 2022 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature S gnature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: aV/E cument Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: /1l,2/—c of /r Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02014 National Notary Association • www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Appendix ATTACHMENT 3-2: NON -LOBBYING CEWrI ICATION CERTIFICATION'S The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a. Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making orany federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subiect ran civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that lie or she shall require that the language of this certification be included in all lower for subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and printed Name: __A/ Title Vice -President Date 11 /2112019 City of Santa Ana RFP Page A3-2 Appendix ATTACHMENT 3-3: N1DN-llI3CRIMINATION CERTII'ICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color; religion, sex, or national origin. Such action shall inehrde, 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. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments tinder this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor, 5. The Consultant shall Furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shalt include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted snare City of Santa Ana RFP Page A3-3 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States, 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: P Title: Vicd-President Firm: Huitt-Zollars, Inc. Date: 11 /21 /2019 City of Santa Ana RFP Page A3-4 HUITT-ZOLLARS MISSION STATEMENT Our commitment is to understand the needs of our clients and to meet those needs by delivering professional services with the highest leve 2603 Main Street, Suite 400 Irvine, CA 92614 (949)988-5815 www.huift-zollars.com HUHT-AALARS HUITTZOLLARS City of Santa Ana 2019, 2020, 2021, 2022, 2023 HOURLY RATE SHEET Engineering/Architecture Survey Principal -In -Charge $ 260.00 Survey Manager $ 210.00 QA Manager $ 230.00 Sr. Project Surveyor $ 195.00 Sr. Project Manager $ 240.00 Project Surveyor $ 160.00 Project Manager $ 200.00 Survey Technician $ 130.00 Sr. Civil Engineer $ 215.00 Sr. Structural Engineer $ 230.00 Survey Crews Sr. Mechanical Engineer $ 200.00 Sr. Electrical Engineer $ 200.00 1-Person Survey Crew $ 175.00 Civil Engineer $ 165.00 2-Person Survey Crew $ 255.00 Structural Engineer $ 180.00 3-Person Survey Crew $ 325.00 Mechanical Engineer $ 180.00 Electrical Engineer $ 180.00 Construction Plumbing Engineer $ 180.00 EIT $ 130.00 Construction Manager $ 190.00 Sr. Designer $ 195.00 Resident Engineer $ 170.00 Designer $ 155.00 Sr. Project Representative $ 130.00 Sr. CADD Technician $ 135.00 Resident Project Representative $ 100.00 CADD Technician $ 110.00 Reimbursable Expenses Administrative Consultants Cost+ 10% Sr. Project Support $ 110.00 Other Direct Costs Cost + 10% Project Support $ 75.00 Mileage IRS Standard Business Mileage Rate COMPENSATION (PROFESSIONAL FEES) CITY OF SANTA ANA- FRENCH PARK NEIGHBORHOOD WATER MAIN IMPROVEMENTS TASK DESCRIPTION SR. PROJECT MANAGER CIVIL ENGINEER PROJECT SURVEYOR SURVEY CREW AERIAL CONSULTANT GEOTECHNICAL CONSULTANT TOTAL FEE HRS. COST HRS. COST HRS1 COST HRS COST COST COST A Project Management and Meetings 12$2,580 4I $516 $3,196 8 Topography 4 $860 — 16 $2,240 12 $2,700 $7,660 $13,460 C Gectechnical Support 2 $430 2 $3 88 $21,530 $22,268 D Utility Research/Investigation 2 $430 16 $2,464 $2,894 E Compile CADD Base File 16 $2,464 $2,464 F Water Improvements 4 $860 140 $21,560 $22,420 G Estimates 8 $1,232 $1,232 H Specifications 24 ':. $3,696 $3,696 1 Construction Administration 4 $860 28' $4,312 $5,172 Total Fee: 28 $6,020 238 $36,652 1 16 $2,240 12 $2,700 $21,530 $76,802 Optional Services Environmental Statutory Exemption $3,000 Environmental MIND $24,000 Relmbusable Expenses $1,500 EXHIBIT C HLATHOLLARS City of Santa Ana 2019, 2020, 2021, 2022, 2023 HOURLY RATE SHEET Engineering/Architecture Survey Principal -In -Charge $ 260.00 Survey Manager $ 210.00 QA Manager $ 230.00 Sr. Project Surveyor $ 195.00 Sr. Project Manager $ 240.00 Project Surveyor $ 160.00 Project Manager $ 200.00 Survey Technician $ 130.00 Sr. Civil Engineer $ 215.00 Sr. Structural Engineer $ 230.00 Survey Crews Sr. Mechanical Engineer $ 200.00 Sr. Electrical Engineer $ 200.00 1-Person Survey Crew $ 175.00 Civil Engineer $ 165.00 2-Person Survey Crew $ 255.00 Structural Engineer $ 180.00 3-Person Survey Crew $ 325.00 Mechanical Engineer $ 180.00 Electrical Engineer $ 180.00 Construction Plumbing Engineer $ 180.00 EIT $ 130.00 Construction Manager $ 190.00 Sr. Designer $ 195.00 Resident Engineer $ 170.00 Designer $ 155.00 Sr. Project Representative $ 130.00 Sr. CADD Technician $ 135.00 Resident Project Representative $ 100.00 CADD Technician $ 110.00 Reimbursable Expenses Administrative Consultants Cost + 10% Sr. Project Support $ 110.00 Other Direct Costs Cost + 10% Project Support $ 75.00 Mileage IRS Standard Business Mileage Rate COMPENSATION (PROFESSIONAL FEES) CITY OF SANTA ANA - FRENCH PARK NEIGHBORHOOD WATER MAIN IMPROVEMENTS TASK DESCRIPTION SR.PROJECr MANAGER CIVIL ENGINEER PROJECT SURVEYOR SURVEYCREW AERIAL CONSULTANT GEOTECHNICAL CONSULTANT TOTAL FEE HRS. COST HRS'. COST HRS11 OST HRS COST COST COST A Project Management and Meetings 12 11 $2,580 4 $616 $3,196 B Topography 684 0 16 $2,240 12 $2,700 $7,660 $13,460 C Geotechnical Support 2 ',, $430 211 $308 $21,530 $22,268 D Utility Research/Investigation 2 $430 16 $2,464 $2,894 E Compile CADD Base File 16 $2,464 $2,464 F Water Improvements 4 j $860 140$21,560 $22,420 G Estimates 8 $1,232 $1232 H Specifications 24' $3,696 $3,696 I Construction Administration 4F$86028 $4,312 $5,172 Total Fee: 28 1 $6,020 12381 $36,652 1 16 1 $2,240 12 $2,700 $21,530 $76,802 Optional Services I Environmental Statutory Exemption $3,000 ...._. .— __. ... Environmental MIND $24,000 Relmbusable Expenses I I' 1 $1,500 Digitally signed by Francine R. Francine R. Villareal Villareal Date.2020.09.21 14.00:48-0700' ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD YYYY) 9/15/2020 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 MHBT, a Marsh & McLennan Agency, LLC company 8144 Walnut Hill Lane, 16th FI Dallas TX 75231 CONTACT NAME: Stacy Brlmer PHONE FAX AIL Ne Eat: LAIC No:972-376-8108 ADDRESS: stacy_brimer@mhbt.com INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Hartford Casualty Insurance Company 29424 INSURED HUITTZOL INSURER B: Federal Insurance Company 20281 Huitt-Zollars, Inc. 1717 McKinney Ave., Ste. 1400 INSURER c: Hartford Fire Insurance Company 30104 INSURER D: Dallas TX 75202-1236 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 899364110 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSO MD POLICYNUMBER EFF MMIDDIYYYY EXP POLICYPOLICY MMIDDYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 46UUNOL5275 9/1/2020 9/1/2021 EACH OCCURRENCE $1000000 Cl-AIMS-MADE 1XI OCCUR DAMAGE PREMISES Eccu a orrDence $300000 MED EXP (Any one person) $10000 PERSONAL&ADV INJURY $1000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2000000 POLICY PEP LOC PRODUCTS-COMP/OP AGO $2000000 $ OTHER: A AUTOMOBILE LIABILITY 46UENOL5276 9/1/2020 9/1/2021 COMBINED SINGLE LIMIT Ea accident $1000000 X BODI LY I NJURY(Per person) $ ANY AUTO OWNED SCHEDULED AUTO$ONLY AUTO$ BODI LY I NJURY(Per accident) $ HIRED NON -OWNED AUTO$ ONLY AUTO$ ONLY PROPERTY DAMAGE Per accident $ X $ Coll $1,000 X Comp $1 000 A X UMBRELLA LIAB X OCCUR 46XHUOL5274 9/1/2020 9/1/2021 EACH OCCURRENCE $10000000 AGGREGATE $10000000 EXCESS LIAB CLAIMS -MADE DED X RETENTION$inning $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN 46WE0L6HIG 9/1/2020 9/1/2021 X PER OTH- STATUTE ER ANYPROPRIETORIPARTNERIEXECUTIVE EL EACH ACCIDENT $1000000 OFFICERIMEMBEREXCLUDED9 FT] N/A E. L. DISEASE - EA EMPLOYE $1000000 (Mandatory in NH) If as, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1000000 A Hi red Car Physical Dam.$50,000 46UENOL5276 9/1/2020 9/1/2021 Hired PD Comp/Coll Ded$1,000/$1,000 B Employee Then 82241508 9/1/2020 9/1/2021 Employee Then Limit:$1,000,000 A Valuable Papers 46UUNOL5275 9/1 /2020 9/1 /2021 Valuable Papers Limit:$25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Additional Insured form #HG0001 edition 09/16 applies to the General Liability policy. Waiver of subrogation form #HG0001 edition 09/16 applies to the General Liability policy. Primary & Non -Contributory General Liability form #HG0001 edition 09/16. Additional Insured form #HA9916 edition 03/12 applies to the Automobile Liability policy. Waiver of subrogation form #HA9916 edition 03/12 applies to the Automobile Liability policy. Primary & Non -Contributory Auto Liability form #HA9916 edition 03/12. See Attached... CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 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) The ACORD name and logo are registered marks of ACORD Rifle hlwaganent Didsian ram. REVIEWED &{APPRovED By., olllli111-1� /-z' rb6HlM�e UsRRE/t¢bl. ® Risk Management Analyst AGENCY CUSTOMER ID: HUITTZOL LOC #: ACCOR" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY MHBT, a Marsh & McLennan Agency, LLC company NAMED INSURED Huitt-Zollars, Inc. 1717 McKinney Ave., Ste. 1400 Dallas TX 75202-1236 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE of subrogation form #WC00 edition 03/13 and #WC04 edition 03/06 and #WC420304B applies to the Workers Compensation policy. Insured form #XL0003 edition 09/16 applies to the Umbrella policy. Notice of Cancellation form #1 H0307 edition 6/11 applies to the General Liability policy. Notice of Cancellation form #WC99 edition 03/94 and #WC990531 applies to the Workers Compensation policy. Notice of Cancellation form #IH0307 edition 06/11applies to the Umbrella Liability policy. Notice of Cancellation form #IH0307 edition 06/11 applies to the Auto policy. that provides additional insured status to the certificate holder only when there is a written contract between the requires such status. e General Liability policy contains an endorsement with "Primary and Non Contributory" wording that may apply only when there is a written contract between named insured and the certificate holder that requires such wording. e General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named ured and the certificate holder that requires such wording. e Automobile Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between named insured and the certificate holder that requires such status. e Automobile liability policy includes waiver of subrogation wording that may apply only when there is a written contract between the named insured and the rtifcate holder that requires such wording. e Auto Liability policy contains an endorsement with "Primary and NonContributory" wording that may apply only when there is a written contract between the med insured and the certificate holder that requires such wording. e Worker's Compensation policy includes a waiver of subrogation endorsement that may apply only when there is a written contract between the named ured and the certificate holder that requires such wording. e Umbrella policy includes a blanket additional insured endorsement to the certificate holder only when there is a written contract between the named insured d the certificate holder that requires such status. e General Liability, Auto, Worker's Compensation and Umbrella liability policies includes a blanket notice of cancellation to the certificate holder endorsement, )viding for (30) days' advance written notice if the policy is canceled by the company, or 10 days' written notice before the policy is canceled for nonpayment premium. Notice is sent to certificate holders with mailing addresses on file with the agent or the company. The endorsement does not provide for notice of ncellation to the certificate holder if the named insured requests cancellation. The ACORD name and logo are registered marks of ACORD Rime Managenent DMsian REVIEWED&APPROVED BY: °�1„3�1 �a•�;' faaa.o:.a.e �.. V:,@QRnzbl '� Risk Management Analyst POLICY NUMBER: 46 UUN OL5275 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: CKa] LIFA I LIFA 111:103 l_\ I [el 0 � III :L•1 ■ 1 I_1:3 I I I \'LK619 0 :L•Ce] a W_1:I I SCHEDULE Designated Construction Project(s): EACH CONSTRUCTION PROJECT, INDIVIDUALLY AND SEPARATELY, OF THE NAMED INSURED AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Rime Management DMsian REVIEWED&APPRDVEDBy., '� Risk Management Analyst B. For all sums which the insured becomes legally C. obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical D. expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project- E. The provisions of Section III — Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 Rime Management DMsion REVIEWED&APPRDVEDBy., '� Risk Management Analyst Hartford Casualty Insurance Company #46 UUN OL5275 n THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) Form IH 03 07 0611 days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. © 2011, The Hartford Rime Management DMsion REVIEWED&APPRDVED By: ' Fw� R. v d k '� Risk Management Analyst POLICY NUMBER: 46 UUN OL5275 Uy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - DEFINITION OF INSURED CONTRACT This endorsement modifies insurance provided under the following: role] AIAI11:Z0I/G1l<elq►111:11111116/_1:]IIIVLKHT/al:7G[ela V_1:i1 SCHEDULE (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to any contract shown in the Schedule, the first subparagraph of Paragraph f. of the definition of "insured contract" in the Definitions Section is replaced by the following: 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" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Form HC 24 92 06 08 © 2008, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its pei Rime Management DMsion � % REVIEWED&APPRDVEDBY: '� Risk Management Analyst Hartford Casualty Insurance Company #46 UUN OL5275 0 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 stock insurance company member of The Hartford 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 ends 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 — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: HG 00 01 09 16 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its pei (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 (3) 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 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, 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" 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: (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 (3) Becomes aware by any other means that "bodily injury' or "property damage" has occurred or has begun to occur. d. 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". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury' arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for Rime Management DMsian REVIEWED&APPROVED BY: ' Fw� R. v d k �� Risk Management Analyst (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator: or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 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 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 attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: Page 2 of 21 (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 attorney 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 even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, 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 t and in the course Rime Management DMsian REVIEWED&APPROVED By: '� Risk Management Analyst (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: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) 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 is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "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 HG 00 01 09 16 the handling, storage, disposal, processing or treatment of waste; (c) Which 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) "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 by a 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 location on w contractors or Rime Management DMsian REVIEWED&APPROVED By: '� Risk Management Analyst directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants" or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. 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 "occurrence" 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) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next Page 4 of 21 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; (5) "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 under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (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 not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis- 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 "Bodily injury" or "property damage", however caused, arising, directly or indirectly, 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: Rime Managxnlent DMsian REVIEWED&APPROVED By: '� Risk Management Analyst (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; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) 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 (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in 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) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. 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". HG 00 01 09 16 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 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". p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information, or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applie claimed for notifi monitoring expense �� Rime Management DMsian REVIEWED&APPRDVEDBy., '� Risk Management Analyst public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, 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. q. Employment -Related Practices "Bodily injury' to: (1) A person arising out of any "employment — related practices', or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury' to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or Page 6 of 21 assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement t] 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 any "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 n Rime Management DMsion REVIEWED&APPROVED BY: '� Risk Management Analyst 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 — Coverages A and B. 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" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury'. b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place 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 that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury' arising out of a breach of contract, except an implied contract to HG 00 01 09 16 use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and 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 "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or .,suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit' involving any intellectual property right is limited to: (1) Infringement, in your "advertisement', of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury' committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. Rime Mattagmient DMsion REVIEWED&APPRDVEDBy., '� Risk Management Analyst For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, 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 metatags, 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 any time. 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 a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury', however caused, arising, directly or indirectly, 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others Page 8 of 21 "Personal and advertising injury' arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement' or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law- s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury' arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law, (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or or information. Rime Managxnlent DMsian REVIEWED&APPROVED By: '� Risk Management Analyst u. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment — related practices', or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury- v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard" (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard" or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. 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, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health HG 00 01 09 16 information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. 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 (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) 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 Compensat Rime Managxn any insured, if benefits for the "bodily injury" are party to the "suit", we will defend that indemnitee payable or must be provided under a workers' if all of the following conditions are met: compensation or disability benefits law or a a. The "suit" against the indemnitee seeks similar law. damages for which the insured has assumed e. Athletics Activities the liability of the indemnitee in a contract or To a person injured while practicing, agreement that is an "insured contract"; instructing or participating in any physical b. This insurance applies to such liability exercises or games, sports, or athletic assumed by the insured; contests. c. The obligation to defend, or the cost of the f. Products -Completed Operations Hazard defense of, that indemnitee, has also been Included within the "products -completed assumed by the insured in the same "insured operations hazard". contract" g. Coverage A Exclusions d. The allegations in the "suit" and the information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist SUPPLEMENTARY PAYMENTS — COVERAGES between the interests of the insured and the A AND B interests of the indemnitee; 1. We will pay, with respect to any claim we e. The indemnitee and the insured ask us to investigate or settle, or any "suit" against an conduct and control the defense of that insured we defend: indemnitee against such "suit" and agree that a. All expenses we incur. we can assign the same counsel to defend b. Up to $1,000 for cost of bail bonds required the insured and the indemnitee; and because of accidents or traffic law violations f. The indemnitee: arising out of the use of any vehicle to which (1) Agrees in writing to: the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the "suit" c. The cost of appeal bonds or bonds to release (b) Immediately send us copies of any attachments, but only for bond amounts demands, notices, summonses or legal within the applicable limit of insurance. We do papers received in connection with the not have to furnish these bonds. "suit" 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, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to 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 anyjudgment 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 Page 10 of 21 (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 — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and of insurance. RNIManagmentDMsinn REVIEWED&APPRDVEDBY: '� Risk Management Analyst Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; 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. b. 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. c. 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. 2. Each of the following is also an insured: a. Employees And Volunteer Workers 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 and advertising 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 HG 00 01 09 16 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 that "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 Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services- (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. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property 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. Legal Representativ Rime Managxn with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, 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. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Page 12 of 21 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to (a) "Bodily injury" or "property damage" for which the vendor 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 vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agr Rime Mattagmient DMsion REVIEWED&APPROVED By: '� Risk Management Analyst undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury' or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: HG 00 01 09 16 This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury', .,property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. 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", or the offense which caused the "personal and advertising injury', involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury' arising out of operations or municipality; or Rime Managxnlent DMsian REVIEWED&APPROVED By: '� Risk Management Analyst (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury' or "property damage" included within the '.products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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 Page 14 of 21 by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit 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. Products -Completed Operations Aggregate Limit 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. Personal And Advertising Injury Limit Subject to 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 and advertising injury' sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of - a. Damages under Cove Rime Management DMsian REVIEWED&APPRDVEDBy., '� Risk Management Analyst b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 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. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. 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 HG 00 01 09 16 a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" 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 (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must- (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured 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" (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provisi Rime Managxn contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 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 claimant's legal representative. 4. Otherinsurance If other valid and collectible 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 follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. Page 16 of 21 b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis- (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work" (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a wr agreement th Rime Managxn primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. 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: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. 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. 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. HG 00 01 09 16 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 a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards VA 19 If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure - 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. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to Rime Management DMsian REVIEWED&APPROVED BY: '� Risk Management Analyst impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 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. 69x1 l[O71l69 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "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 Page 18 of 21 other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 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 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 a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "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 the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person, b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks intended to be. RNIManagmientDMsinn REVIEWED&APPROVED By: '� Risk Management Analyst 11."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. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; 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" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury' or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: HG 00 01 09 16 (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; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."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". 14."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 15."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; 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 describe that are not self -prop Rime Managxnlent DMsian REVIEWED&APPROVED By: '� Risk Management Analyst 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 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 (3) Air compressors, pumps and generators, including spraying, welding, 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. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, Page 20 of 21 e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement" or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."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. 19."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 (3) Products or operations for which the classification, liste in a policy Schedu Rime Managxnlent DMsian REVIEWED&APPROVED By: '� Risk Management Analyst completed operations are subject to the General Aggregate Limit. 20."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. 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. 21."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. 22."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. 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. HG 00 01 09 16 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (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 sold. 25. "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. Rime Management DMsian REVIEWED&APPRDVEDBY: '� Risk Management Analyst Hartford Casualty Insurance Company #46 UEN OL5276 wry THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) Form IH 03 07 06 11 days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. © 2011. The Hartford Rime Management Diaision REVIEWED&APPROVED By: ' Fw� R. v d k '� Risk Management Analyst Hartford Casualty Insurance Company #46 UEN OL5276 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.I. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: I. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Rime Management DMsion REVIEWED&APPROVEDBY. �� Risk Management Analyst The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.1). - Additional Insured If Required by Contract; the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty 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: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: Rime Management DMsian REVIEWED&APPRovEDBY: © 2011, The Hartford (Includes copyrighted material Risk Management Analyst Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire 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. 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a, of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOANILEA5E GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto' at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragra Rime Management DMslan REVIEWED&APPROVEDBY. © 2011, The Hartford (Includes copyrighted material ✓»' Risk gemeac Analyst Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company, or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: Rime Management DMsian REVIEWED&APPROVEDBY: � Risk Management Analyst We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.lf the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Rime Management Diaisian REVIEWED&APPROVEDBY. di �� Risk Management Analyst Hartford Casualty Insurance Company #46 XHU OL5274 a THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) Form IH 03 07 0611 days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. C 2011. The Hartford Rime Management DMsinn REVIEWED&APPROVED By: ' Fw� R. v d k '� Risk Management Analyst Hartford Casualty Insurance Company #46 XHU OL5274 UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the Named Insured first shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. "We", "us" and "our" refer to the stock insurance company member of The Hartford Financial Services Group Inc. shown in the Declarations. Other words and phrases that appear in quotation marks also have special meaning. Refer to DEFINITIONS (Section VII). IN RETURN FOR THE PAYMENT OF THE PREMIUM, in reliance upon the statements in the Declarations made a part hereof and subject to all of the terms of this policy, we agree with you as follows: SECTION I - COVERAGES INSURING AGREEMENTS A. Umbrella Liability Insurance 1. We will pay those sums that the "insured" becomes legally obligated to pay as "damages" in excess of the "underlying insurance" or of the "self -insured retention" when no "underlying insurance" applies, because of "bodily injury', "property damage" or "personal and advertising injury' to which this insurance applies caused by an "occurrence". But, the amount we will pay as "damages" is limited as described in Section IV — LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section II - INVESTIGATION, DEFENSE, SETTLEMENT. 2. This insurance applies to "bodily injury", "property damage" or "personal and advertising injury" only if: a. The "bodily injury', "property damage" or "personal and advertising injury' occurs during the "policy period" and b. Prior to the "policy period", no insured listed under Paragraph A. of Section III — 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, 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. "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 A. of Section III — 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 "bodily injury' or "property damage" has occurred or has begun to occur- B. Exclusions This policy does not apply to: 1. Pollution Form XL 00 03 09 16 © 2016, The Hartford Any obligation: a. To pay for the cost of investigation, defense or settlement of any claim or suit against any "insured" alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the pollution hazard; or b. To pay any "damages", judgments, settlements, loss, costs or expenses that may be awarded or incurred: i. By reason of any such claim or suit or any such injury or damage; or ii. In complying with any action authorized by law and relating to such injury or damage. As used in this exclusion, pollution hazard means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous or thermal: a. Pollutan Rime Management DMsion REVIEWED&APPROVED By: Risk Management Analyst b. Contami c. Irritants; or d. Toxic substances; Including: Smoke; Vapors; Soot; Fumes; Acids; Alkalis; Chemicals, and Waste materials consisting of or containing any of the foregoing. Waste includes materials to be recycled, reconditioned or reclaimed. EXCEPTION This exclusion does not apply: a. To "bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or b. To injury or damage as to which valid and collectible "underlying insurance" with at least the minimum limits shown in the Schedule of Underlying Insurance Policies is in force and applicable to the "occurrence In such event, any coverage afforded by this policy for the "occurrence" will be subject to the pollution exclusions of the "underlying insurance" and to the conditions, limits and other provisions of this policy. In the event that "underlying insurance" is not maintained with limits of liability as set forth in the Schedule of Underlying Insurance Policies, coverage under any of the provisions of this exception does not apply. Exception b. does not apply to: "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants- (1) That are, or that are contained in any property that is : (a) Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; Page 2 of 14 (b) Otherwise in the course of transit by or on behalf of the "insured" or (c) Being stored, disposed of, treated or processed in or upon any "auto" (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto" or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured Paragraph (1) above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: a. The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and b. The "bodily injury,' "property damage" or "covered pollution cost or expense" does not arise out of the operation of any following equipment: i. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting or well servicing equipment; and ii. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers. Paragraphs (2) and (3) above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" Rime Management DMsian REVIEWED&APPROVED By: '� Risk Management Analyst covered by the "underlying insurance" if: a. The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto", and b. The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 2. Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. 3. Contractual Liability Liability assumed by the "insured" under any contract or agreement with respect to an "occurrence" taking place before the contract or agreement is executed. 4. Personal And Advertising Injury This policy does not apply to "personal and advertising injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury' coverage provided under this policy apply to any claim or "suit" to which "underlying insurance" does not apply. Any coverage restored by this EXCEPTION applies only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. 5. Underlying Insurance Any injury or damage: a. Covered by "underlying insurance" but for any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or b. For which "damages" would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, operation, Form XL 00 03 09 16 7 8. maintenance, use, entrustment to others, loading or unloading of any aircraft: a. Owned by any "insured" or b. Chartered or loaned to any "insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an 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. This exclusion does not apply to aircraft that is: a. Hired, chartered or loaned with a paid crew; but b. Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you. Watercraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury' or "property damage" involved the ownership, 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 you do not own that is: (1) Less than 51 feet long, and (2) Not being used to carry persons or property fora charge; b. "Bodily injury' to any of your "employees" arising out of and in the course of their employment by you; or c. Any watercraft while ashore on premises owned by, rented to or controlled by you. War Any injury or damage, however caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war; or Rime Management DMsian REVIEWED&APPROVED By: '� Risk Management Analyst 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. 9. Damage To Property "Property damage" to property you own. 10. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 11. 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. 12. 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 perform a contract or agreement in accordance with its terms. This exclusion does not apply to 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. 13. 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, Page 4 of 14 deficiency, inadequacy or dangerous condition in it. 14. Expected Or Intended "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. 15. Employer Liability Coverage afforded any of your "employees" for "bodily injury' or "personal and advertising injury': a. To other "employees" arising out of and in the course of their employment; b. To the spouse, child, parent, brother or sister of that "employee" as a consequence of such "bodily injury' to that "employee c. To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company), or d. Arising out of the providing or failing to provide professional health care services. Subparagraphs a. and b. of this exclusion apply: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if "underlying insurance" is maintained providing coverage for such liability with minimum underlying limits, as described in the Schedule of Underlying Insurance Policies. 16. Property Damage To Employee's Property Coverage afforded any of your "employees" for "property damage" to property owned or occupied by or rented or loaned to: a. That "employee" b. Any of your other "employees" c. Any of your partners or members (if you are a partnership or joint venture); or d. Any of your members (if you are a limited liability c Rime Management DMsian REVIEWED&APPROVED By: '� Risk Management Analyst 17. Uninsured Or Underinsured Motorists Any claim for: a. Uninsured or Underinsured Motorists Coverage; b. Personal injury protection; c. Property protection; or d. Any similar no-fault coverage by whatever name called; Unless this policy is endorsed to provide such coverage. 18. Employment Practices Liability a. Any injury or damage 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 practices, policies, acts or omissions, such as but not limited to: coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person, as a consequence of any injury or damage to that person at whom any of the employment -related practices described in paragraphs (a), (b), or (c) above is directed. This exclusion applies: i. Whether the injury -causing event described in part (1) above occurs before employment, during employment or after employment of that person; ii. Whether the "insured" may be liable as an employer or in any other capacity; and iii. To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. 19. Employee Retirement Income Security Act Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Act of 1974), or any amendments to them. Form XL 00 03 09 16 20. Asbestos Any injury, damages, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury' arising out of, or relating to, in whole or in part, the "asbestos hazard" that: a. May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; or b. Arise out of any request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard"; or c. Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21. Racing And Stunting Activities "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or loading or unloading of any "auto" or "mobile equipment" while being used in any: a. Prearranged or organized racing, speed or demolition contest; b. Stunting activity; or c. Preparation for any such contest or activity. 22. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: a. Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or b. The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion appli claimed for noti REAManagmentDMS[an REVIEWED&APPROVED By: '� Risk Management Analyst monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury'. As used in this exclusion, 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. 23. Limited Underlying Coverage Any injury, damage, loss, cost or expense, including but not limited to "bodily injury', "property damage" or "personal and advertising injury' for which: a. an "underlying insurance" policy or policies specifically provides coverage; but b. because of a provision within the "underlying insurance" such coverage is provided at a limit or limits of insurance that are less than the limit(s) for the "underlying insurance" policy or policies shown on the Schedule of Underlying Insurance Policies. 24. Recording And Distribution Of Material Or Information In Violation Of Law Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage", or "personal and advertising injury' arising directly or indirectly out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d. Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, Page 6 of 14 transmitting, communicating or distribution of material or information. SECTION II - INVESTIGATION, DEFENSE, SETTLEMENT A. With respect to "bodily injury", "property damage" or "personal and advertising injury' to which this insurance applies (whether or not the "self -insured retention" applies) and 1. For which no coverage is provided under any "underlying insurance" or 2. For which the underlying limits of any "underlying insurance" policy have been exhausted solely by payments of "damages" because of "occurrences" during the "policy period", We: 1. Will have the right and the duty to defend any "suit" against the "insured" seeking "damages" on account thereof, even if such "suit" is groundless, false or fraudulent; but 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 afforded by this policy; 2. May make such investigation and settlement of any claim or "suit" as we deem expedient; 3. Will pay all expenses incurred by us, all court costs taxed against the "insured" in any "suit" defended by us and all interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insurance. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured; 4. Will pay all premiums on appeal bonds required in any such "suit", premiums on bonds to release attachments in any such "suit" for an amount not in excess of the applicable limit of insurance, and the cost of bail bonds required of the "insured" because of an accident or traffic law violation arising out of the operation of any vehicle to which this policy applies, but we will have no obligation to apply for or furnish any such bonds, 5. Will pay all reasonable expenses incurred by the "insured" at our request in assisting us in the investigation or defense of any claim or "suit", including actual loss of earnings not to exceed $500 per dayper "insured" and the amounts so inc of claims and "suits," are Rime Management DMsion REVIEWED&APPRDVEDBy., '� Risk Management Analyst insured retention" and are payable in addition to any applicable limit of insurance. The "Insured" agrees to reimburse us promptly for amounts paid in settlement of claims or "suits" to the extent that such amounts are within the "self -insured retention"- B. You agree to arrange for the investigation, defense or settlement of any claim or "suit' in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit' in addition to any applicable limit of insurance. We will also promptly reimburse you for our proper share, but subject to the applicable limit of insurance, of any settlement above the "self -insured retention" made with our written consent. C. We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any claim or "suit' which in our opinion may require payment hereunder. In no event, however, will we contribute to the cost and expenses incurred by any underlying insurer. SECTION III -WHO IS AN INSURED A. If you are doing business as: 1. 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. 2. 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. 3. 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. 4. 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. 5. A trust, you are an "insured". Your trustees are also "insureds", but only with respect to their duties as trustees- C. B. Each of the following is also an "insured": D. 1. Your 'volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than your "executive officers" (if you are an Form XL 00 03 09 16 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: a. Within the scope of their employment by you or while performing duties related to the conduct of your business; and b. Only if such 'volunteer workers" or "employees" are insureds under "underlying insurance" with limits of liability no less than stated in the Schedule of Underlying Insurance Policies, subject to all the coverage, terms, conditions and limitations of such "underlying insurance". 2. Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury," "property damage," or "personal and advertising injury" and b. Unless limits of liability specified in such written contract, written agreement or permit is greater than the limits shown for "underlying insurance"; or c. Beyond the period of time required by the written contract or written agreement. 3. Any person or organization having proper temporary custody of your property if you die, but only: a. With respect to liability arising out of the maintenance or use of that property; and b. Until your legal representative has been appointed. 4. Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this policy. With respect to "auto", any "insured" in the "underlying insurance" is an "insured" under this insurance policy, subject to all the limitations of such "underlying insurance". Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of mor stock, will qualify as an Rime Managxnlent DMsian REVIEWED&APPRDVEDBy., '� Risk Management Analyst other similar insurance available to that organization. However: 1. 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; 2. This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 3. This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization- E. Each person or organization, not included as an "insured" in Paragraphs A., B., C., or D., who is an "insured" in the "underlying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". No person or organization is an "insured" with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 1. Because of injury or damage included within the "products -completed operations hazard" 2. Because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and 3. Because of "bodily injury" and "property damage" arising out of the ownership, operations, maintenance, use, entrustment to others, loading or unloading of any "auto". C. The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" because of injury or damage included within the "products - completed operations hazard". D. The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages" because of "bodily injury' by disease to your "employees" arising out of and in the course of their employment by you- E. Subject to B., C., or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury', "property damage", and "personal and advertising injury' arising out of any one "occurrence". With respect to any person or organization who r is not an "insured" under "underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self -insured retention" applicable to you. G However, coverage afforded by reason of the provisions set forth above applies only to the extent- (i) Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (ii) That such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. SECTION IV - LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of- 1 . "Insureds" 2. Claims made or "suits" brought; 3. Persons or organizations making claims or bringing "suits"; or 4. Coverages under which damages are covered under this policy- B. The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages", other than "damages": Page 8 of 14 Our obligations under this insurance end when the applicable Limit of Insurance available is used up. If we pay any amounts for "damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. 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. However, 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 the purpose of determining the Limits of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A. The insurance does not apply: 1. To "bodily injury' or "property damage": a. With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or b. Resulting fro properties" of ' Rime Management DMsian REVIEWED&APPROVED BY: '� Risk Management Analyst with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. To "bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material" if: a. The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b. The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured": or c. The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c. applies only to "property damage" to such "nuclear facility" and any property thereat- B. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "special nuclear material" or "by-product material" "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor" "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear Form XL 00 03 09 16 facility" included under the first two paragraphs of the definition of "nuclear facility "Nuclear facility" means: (1) Any "nuclear reactor" (2) Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel," or (c) handling, processing or packaging "waste"; (3) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste" and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property- 1-1 A. Premium All premiums for this policy shall be computed in accordance with Item 5 of the Declarations. The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period", the earned premium shall be computed for such period, and upon notice thereof to the Named Insured first shown in the Declarations shall become due and payable by such Named Insured. If the total earned premium for the "policy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured. The Named insured first shown in the Declarations shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to us at the end of the "policy period" and at such times during the "policy period" as we may direct- B. Inspection And Audit We shall be permitted inspect your property Rime Mattagmient DMsion REVIEWED&APPROVED By: '� Risk Management Analyst time. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are: 1. Safe; 2. Healthful; or 3. In compliance with any law, rule or regulation. We may examine and audit your books and records at any time during the "policy period" and extensions thereof and within three years after the final termination of this policy, insofar as they relate to the subject matter of this policy- C. Duties In The Event Of Occurrence, Claim Or Suit 1. You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim under this policy. This requirement applies only when such "occurrence" is known to any of the following: a. You or any additional insured that is an individual; b. Any partner, if you or an additional insured are a partnership; c. Any manager, if you or an additional insured are a limited liability company; d. Any "executive officer" or insurance manager, if you or an additional insured are a corporation; e. Any trustee, if you or an additional insured is a trust; or f. Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. To the extent possible, notice should include: a. How, when and where the "occurrence" 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 any insured, you must: a. Immediately record the specifics of the claim or "suit" and the date received; and b. Notify us in writing as soon as practicable if the claim is likely to Page 10 of 14 A E. exceed the amount of the "self -insured retention" or "underlying insurance", whichever applies. 3. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of any "self - insured retention" or "underlying insurance", whichever applies"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the "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 this policy or any "underlying insurance" or "self -insured retention" may apply. 4. No insured will, except at that insured's own cost, make or agree to any settlement for a sum in excess of: a. The total limits of "underlying insurance": or b The "self -insured retention" if no "underlying insurance" applies without our consent. 5. No insureds will, except at that insured's own cost, make a payment, assume any obligation, or incur any expenses, other than first aid, without our consent. Assistance And Cooperation Of The Insured The "insured" shall- 1 . Cooperate with us and comply with all the terms and conditions of this policy; and 2. Cooperate with any of the underlying insurers as required by the terms of the "underlying insurance" and comply with all the terms and conditions thereof. The "insured" shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured" because of "bodily injury", "property damage" or "personal and advertising injury" with respect to this policy or any "underlying insurance Legal Action Against Us No person or organization has a right under this policy: a. To join us as a party or otherwise bring us into a "suit" asking insured; or RE6ManagmentDMsinn REVIEWED&APPROVED By: '� Risk Management Analyst b. To sue us on this policy unless all of its terms and those of the "underlying insurance" 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 policy or that are in excess of the limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative- F. Appeals In the event the "insured" or the "insured's" underlying insurer elects not to appeal a judgment in excess of the "underlying insurance" or the "self -insured retention," we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the applicable Limit of Insurance, for the: 1. Taxable costs; 2. Disbursements; and 3. Additional interest incidental to such appeal; But in no event will we be liable for "damages" in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance" and we offer to pay our full share of such judgment, but you or your underlying insurers elect to appeal it, you, your underlying insurers or both will bear: a. The cost and duty of obtaining any appeal bond; b. The taxable costs, disbursements and additional interest incidental to such appeal; and c. Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed- G. Other Insurance This policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be: 1. Primary; 2. Contributing; 3. Excess; or 4. Contingent. Form XL 00 03 09 16 H. Transfer Of Rights Of Recovery Against Others To Us 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after a loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. a. Recoveries shall be applied to reimburse: (1) First, any interest (including the Named Insured) that paid any amount in excess of our limit of liability; (2) Second, us, along with any other insurers having a quota share interest at the same level; (3) Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests- b. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the "insured" has waived any rights of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. I. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy. The Named Insured first shown in the Declarations is authorized on behalf of all "insureds" to agree with us on changes in the terms of this policy. If the terms are changed, the changes will be shown in an endorse made a part of this polic RE6M nagnnentDMsinn a? � REVIEWED&APPRovm By: ,tin id) Fw� R. vdt,44 d '� Risk Management Analyst J. Separation Of Insureds Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this policy to the Named Insured first shown in the declarations, 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- K. Maintenance Of Underlying Insurance Policies affording in total the coverage and limits stated in the Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied herewith. The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following: 1. Any change in the coverage or in the limits of any "underlying insurance", including but not limited to a change from occurrence coverage to claims made coverage; 2. Termination of part or all of one or more of the policies of "underlying insurance" 3. Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance The "self -insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or "suits" which are also covered by this policy- L. Cancellation Insured first shown in the Declarations or by us will be equivalent to mailing. 4. If the Named Insured first shown in the Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Declarations. If we cancel, the refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund- M. Non -Renewal 1. If we decide not to renew, we will mail or deliver to the Named Insured first shown in the Declarations, at the address shown in this policy, written notice of non -renewal at least 30 days before the end of the "policy period 2. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. If we offer to renew but such Named Insured does not accept, this policy will not be renewed at the end of the current "policy period"- N. Workers' Compensation Agreement With respect to "bodily injury" to any officer or other employee arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for "bodily injury" to such officer or other employee automatically terminates at the same time- 1 . The Named Insured first shown in the O. Bankruptcy Or Insolvency Declarations may cancel this policy by In the event of the bankruptcy or insolvency of mailing or delivering to us or to any of our the "insured" or any entity comprising the authorized agents advance written notice of "insured", we shall not be relieved of any of our cancellation. obligations under this policy. 2. We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy, written notice of cancellation at least: a. 10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation. The "policy period" will end on that date. Delivery of such notice by the Named Page 12 of 14 P. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. The statements in the Schedule Of Underlying Insurance Policies are accurate and complete; c. The statements in a. and b. are based upon representations you made to us: d. We have issued this policy in reliance upon your representations -,and e. If unintentionally you should fail to disclose all hazards at the inception of this policy, we shall not deny covers a under this policy because of such fail Rime Management DMsian REVIEWED&APPRDVEDBy., Risk Management Analyst SECTION VII - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance" policy. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. "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". "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement; or 2. Any claim or "suit" by or on behalf of a governmental authority demanding that the "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 "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1) That are, or that are contained in any property that is: a. Being transported or towed by, handled, or handled for movement into, onto or from, any "auto" b. Otherwise in the course of transit by or on behalf of the "insured'; or c. Being stored, disposed of, treated or processed in or upon any "auto" or (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto" or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured Form XL 00 03 09 16 Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury," "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in paragraphs 6.b and 6.c. of the definition of "mobile equipment Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. "Damages" include prejudgment interest awarded against the "insured" on that part of the judgment we pay. "Damages" do not include- 1 . Fines; 2. Penalties; or 3. Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subject to the foregoing, "damages" include damages for any of the following which result at any time from "bodily injury" to which this policy applies: 1. Death; 2. Mental anguish; 3. Shock; 4. Disability; or 5. Care and loss of services or consortium. "Insured" means any person or organization qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately to each "insured" against whom claim is made or "suit" is brought, except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). "Occurrence" means 1. With respect to "bodily injury" or "property damage": an accident, Rime Managxrvlent Diuiaian REVIEWED&APPRDVEDBy., '� Risk Management Analyst repeated exposure to substantially the same general harmful conditions, and 2. With respect to "personal and advertising injury": an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". "Policy period" means the period beginning with the inception date stated as such in the Declarations and ending with the earlier of: 1. The date of cancellation of this policy; or 2. The expiration date stated as such in the Declarations - "Self -insured retention" means the amount stated as such in the Declarations which is retained and payable by the "insured" with respect to each .,occurrence". "Underlying insurance" means the insurance policies listed in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies. The limit of "underlying insurance" includes: Page 14 of 14 1. Any deductible amount; 2. Any participation of any "insured"; and 3. Any "self -insured retention" above or beneath any such policy; Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this policy, including Medical Payments Coverage as described in the "underlying insurance." The coverages and limits of such policies and any such deductible amount, participation or "self -insured retention" shall be deemed to be applicable regardless of- 1 . Any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or 2. The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any "insured" is borne by you and not by us. Rime Management DMsian REVIEWED&APPROVED By: ® Risk Management Analyst F� THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FROM OTHERS ENDORSEMENT Policy Number: 46 WE 0L6H1 G Endorsement Number: Effective Date: 09/01/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization from whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by 17ST i1[Jc4t1[Itxsi [CAW 1 01111,l11I.VG\ Policy E Rime Mattagmient DMsion REVIEWED&APPRDVEDBy., '� Risk Management Analyst THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA Policy Number: 46 WE 0L6H1 G Endorsement Number: Effective Date: 09/01/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. &11110 =1 1111111=1 Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Policy E Rime Management DMsian REVIEWED&APPRDVEDBY: '� Risk Management Analyst 19:I1040Biel :IN4 hI=Iki11gd:/e1ki[c]*111:1=1141IrwA»NEM=I NNe11111KelfilN=1111Iwo � NOXiVATITIM VAA ZZ81 Zi11] A N [e3: k S Cep RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WE OL6H1 G Endorsement Number: Effective Date: 09/01/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with 1. () Special Waiver Name of person or organization respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Form WC 42 03 04 B Printed in U.S.A. Policy E Rime Management DMsian REV EWED & APPRDVED BY: '� Risk Management Analyst 111:IF140BIG] :IN4MI=1011to3:Fil0 N *119:1=1141IrwA»NUM =I N NO NJ 11 997M N =1111Iwo NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 46 WE 0L6H1G Endorsement Number: Effective Date: 09/01 /20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. © 2011. The Hartford Policy E Rime Management DMsian REV EWED & APPRDVED By: '� Risk Management Analyst 111:IF140BIG] :IN4hI=I011to3:/e1ki[c]*119:1=1141IrwA»NUM =I N NEI 1111 Kelfil N =1111 I wo NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 46 WE 0L6H1G Endorsement Number: Effective Date: 09/01 /20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 This policy is subject to the following additional Any notification rights provided by this endorsement Condition: apply only to active certificate holder(s) who were issued A. If this policy is cancelled by the Company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or If notice is mailed, proof of mailing to the last known representatives. mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Form WC 99 05 31 Printed in U.S.A. © 2011. The Hartford Policy E Rime Management DMsian REV EWED & APPRDVED By: '� Risk Management Analyst ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 9/15/2020 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 Risk Strategies CONTACT NAME: Joe Bryant 12801 North Central Expy. Suite 1710 Dallas, TX 75243 AICNNo E,t: 214 503-1212 Alc No: 214 503-8899 E-MAIL ADDRESS: certificatedallas risk-stmte ies.com INSURER(S) AFFORDING COVERAGE NAICM INSURERA: Berkley Insurance Company 32603 INSURED Huitt-Zollars, Inc. 1717 McKinney Ave. Ste. 1400 INSURER B: INSURER c: INSURER D: Dallas TX 75202 INSURERE: INSURER F COVERAGES CERTIFICATE NUMBER: 979ARIAl REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSO MO POLICYNUMBER POLICY EFF MMIDDIYYYY POLICYEXP MMIDDYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one parson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PEP LOC PRODUCTS-COMP/OP AGO $ $ OTHER: AUTOMOBILE LIABILnY COMBINEDSINGLE LIMIT Ea accitlenl $ BODI LY I NJURY(Per person) $ ANY AUTO OWNED SCHEDULED AUTO$ONLY AUTO$ BODI LY I NJURY(Per accident) $ HIRED NON -OWNED AUTO$ ONLY AUTO$ ONLY PROPERTY DAMAGE Per accitlenl $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE ER ANYPROPRIETOMPARTNER/EXECUTIVE EL EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED9 ❑ N/A E. L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, describe under DESCRIPTION OFOPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Professional Liability v AEC-9034415-04 1/23/2020 1/23/2021 Per Claim $1,000,000 Pollution Liability Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be antlered If more space is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible. Thirty (30) day notice of cancellation in favor of the certificate holder on all policies. RE:A-2017-160, A-2018-159-02, A-2018-160-03 CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 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 REPRESENTATNE Joe Bryant ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 57546383 1 20/21 PL Master I RoDna Data 1 9/15/2020 2:12:37 PM (EDT) I Page 1 of 1 RISIP iltuaganent Diutsinn ram. REVIEWED &{APPRovED By., olllli111.1� /-z' rb6HlM�e VaRRE/t¢bl. ® Risk Management Analyst Digitally signed by Tori Pierson To r i Pierson Date: 2022.04.20 08:33:46 -07'00' ACCORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 9/13/2021 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 Marsh & McLennan Agency, LLC 8144 Walnut Hill Lane, 16th FI TX 75231 CONTACT NAME: Stacy Brlmer PHONE FAX A/c No Ext : A/C, No): 972-376-8108 E-MDallas ADDRESS: stacy.brimer@marshmma.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Casualty Insurance Company 29424 INSURED HUITTZOL INSURERB: Federal Insurance Company 20281 Huitt-Zollars, Inc. 5430 LBJ Freeway, Suite 1500 INsuRERc: Hartford Underwriters Insurance Company 30104 INSURERD: Dallas TX 75240 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER:2037544229 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY 46UUNOL5275 9/1/2021 9/1/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 X MED EXP (Any one person) $ 10,000 Deductible: $0 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY � ECT � LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 46UENOL5276 9/1/2021 9/1/2022 COMBINED SINGLE LIMIT Ea accident $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X $ Coll $1,000 X Comp $1,000 A X UMBRELLALIAB X OCCUR 46XHUOL5274 9/1/2021 9/1/2022 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LAB CLAIMS -MADE DED X RETENTION $ 1 n nnn $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE 46WEOL6H1G 9/1/2021 9/1/2022 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? FN] N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Hired Car Physical Dam: $100,000 46UENOL5276 9/1/2021 9/1/2022 Hired PD Comp/Coll Ded $1,000/$1,000 B A Employee Theft Valuable Papers 82241508 46UUNOL5275 9/1/2021 9/1/2021 9/1/2022 9/1/2022 Employee Theft Included in BPP Limit Limit: $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Additional Insured form #HG0001 edition 09/16 applies to the General Liability policy. Waiver of subrogation form #HG0001 edition 09/16 applies to the General Liability policy. Primary & Non -Contributory General Liability form #HG0001 edition 09/16. Additional Insured form #HA9916 edition 03/12 applies to the Automobile Liability policy. Waiver of subrogation form #HA9916 edition 03/12 applies to the Automobile Liability policy. Primary & Non -Contributory Auto Liability form #HA9916 edition 03/12. See Attached... CERTIFICATE HOLDER CANCELLATION City of Santa Ana Public Works Agency, its officers, employees, agents, Volunteers and Representatives 20 Civic Center Plaza Santa Ana CA 97201 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 , t p„c ' " �/ J�� V%Eti'7 & ,fPPA@('SV/E[5Br. a,t Aao @ 1988-2015 ACORD C( ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HUITTZOL LOC #: AGENCY Marsh & McLennan Agency, LLC POLICY NUMBER CARRIER ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED Huitt-Zollars, Inc. 5430 LBJ Freeway, Suite 1500 Dallas TX 75240 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Page 1 of 1 r of subrogation form #WC00 edition 03/13 and #WC04 edition 03/06 and #WC42030413 applies to the Workers Compensation policy. Ianl Insured form #XL0003 edition 09/16 applies to the Umbrella policy. r of Subrogation form #XL0003 edition 09/16 applies to the Umbrella policy. Notice of Cancellation form #I1-10307 edition 6/11 applies to the General Liability policy. Notice of Cancellation form #WC99 edition 03/94 and #WC990531 applies to the Workers Compensation policy. Notice of Cancellation form #I1-10307 edition 6/11applies to the Umbrella Liability policy. Notice of Cancellation form IH0307 edition 06/11 applies to the Auto Liability policy. e General Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the med insured and the certificate holder that requires such status. e General Liability policy contains an endorsement with "Primary and NonContributory" wording that may apply only when there is a written contract between named insured and the certificate holder that requires such wording. e General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named ;ured and the certificate holder that requires such wording. e Automobile Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between named insured and the certificate holder that requires such status. e Automobile liability policy includes waiver of subrogation wording that may apply only when there is a written contract between the named insured and the rtificate holder that requires such wording. e Auto Liability policy contains an endorsement with "Primary and NonContributory" wording that may apply only when there is a written contract between the med insured and the certificate holder that requires such wording. e Umbrella policy includes additional insured endorsement to the certificate holder only when there is a written contract between the named insured and the rtificate holder that requires such status. e Umbrella policy includes waiver of subrogation endorsement to the certificate holder only when there is a written contract between the named insured and certificate holder that requires such status. e Worker's Compensation policy includes a waiver of subrogation endorsement that may apply only when there is a written contract between the named ;ured and the certificate holder that requires such wording. The General Liability, Auto, Worker's Compensation and Umbrella liability policies includes a blanket notice of cancellation to the certificate holder endorsement, providing for (30) days' advance written notice if the policy is canceled by the company, or 10 days' written notice before the policy is canceled for nonpayment of premium. Notice is sent to certificate holders with mailing addresses on file with the agent or the company. The endorsement does not provide for notice of cancellation to the certificate holder if the named insured requests cancellation. RE: A-2017-160 A-2018-159-02 A-2018-160-03 A-2011-247 A-2021-120-02 A-2020-075-06 ACORD 101 (2008101) © 2008 ACORD CC The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 46 UUN OL5275 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): EACH CONSTRUCTION PROJECT, INDIVIDUALLY AND SEPARATELY, OF THE NAMED INSURED AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 6 Rooe&w & APPRavm 8, . �`.�- , RYsk NYanagernena CY'erirvl'Aticfle B. For all sums which the insured becomes legally C. obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical D. expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III — Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 Rooe&w & APPRavm 8,. RYsk NYanagernena CY'erirvl'Aticfle Hartford Casualty Insurance Company #46 UUN OL5275 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. I If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) 11 days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. r I 7 11 rr' & APPR s,r. -76,� P-o O 2011, The Hartford RYsk NYanagernena CY'erirvl'Aticfle POLICY NUMBER: 46 UUN OL5275 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - DEFINITION OF INSURED CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation of Contracts: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to any contract shown in the Schedule, the first subparagraph of Paragraph f. of the definition of "insured contract" in the Definitions Section is replaced by the following: 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" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Form HC 24 92 06 08 41,J, 76,t b oo ©2008, The Hartford R;s,t Mnnag—t Clei-lAdc (Includes copyrighted material of Insurance Services Office, Inc. with its pen , Hartford Casualty Insurance Company #46 UUN OL5275 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 stock insurance company member of The Hartford 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 ends 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 (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 (3) 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 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, 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" 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: (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 (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. 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". e. Incidental Medical Malpractice And Good Samaritan Coverage explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments — Coverages A and B. or failure to render the following health care b. This insurance applies to "bodily injury" and services by any "employee" or "volunteer worker" shall be deerr "property damage" only if: "occurrence" for: HG 00 01 09 16 Y�islc Managernent CY enr:.al A4[fle © 2016 The Hartford 4 OF (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 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 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 attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: Page 2 of 21 (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 attorney 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 even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, 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 tl� and in the course o &� RYsk NYanagernena CY'erirvl'Aticfle n" uu u'i uy ID (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: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) 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 is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (i i) "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 HG 00 01 09 16 the handling, storage, disposal, processing or treatment of waste; (c) Which 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) "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; (i i) "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 by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hosti'-- (e) At or from a� Y &A,1 .81 location on whiWKcontractors or �� RYsk NYanagernena CY'erirvl'Aticfle rage 5 or ci directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. 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 "occurrence" 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) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next Page 4 of 21 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; (5) "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 under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (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 not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. 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 "Bodily injury" or "property damage", however caused, arising, directly or indirectly, 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 (3) 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: A ' . 70� � 4�Ysk NYanagernena CY'erirvl'Aticfle n" uu u'i uy 'in (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; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) 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 (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in 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) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. 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". HG 00 01 09 16 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 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". p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipuk ' ' ' ' ' This exclusion applies "t1" claimed for notific r & 8,r: 1 �ka,� monitoring expenses r Y3isls N9anagement CY'erirevl'Aide rage a or ci public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, 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. q. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any "employment — related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or Page 6 of 21 assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in 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 any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seekina damaaes for "personal and advY this insurance does no RYsk NYanagernena CY'erirvl'Aticfle n" uu u'i uy 'in 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 — Coverages A and B. 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" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place 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 that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to HG 00 01 09 16 use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and 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 "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and r of the rpfinitinn of personal and adverti Definitions Section. RYsk NYanagernena CY'erirvl'Aticfle rage i or ci For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, 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 metatags, 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 any time. 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 a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others Page 8 of 21 "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, rlicnncal rnllArtinn recording, ser communicatingor r.: or information. ,�� 7�ti p oo OF Ri,kK... gernent Cl' i-l'AadF n" uu u'l uy 'In u. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment — related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. 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, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health HG 00 01 09 16 information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. 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 (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) 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 normallv occupies. d. Workers Compensati To a person, whether , �� A ��. MFRYsk NYanagernena CY'erirvl'Aticfle rage to or ci 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". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 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 $1,000 for cost of bail bonds required because of accidents or traffic law violations 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 appeal bonds or 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, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to 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" 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 — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages "property damage" and w� of insurance. ff.,kK... g—tClei-lAadF Page 10 of 21 II✓� n" uu u'i uy 'i n Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; 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. b. 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. c. 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. 2. Each of the following is also an insured: a. Employees And Volunteer Workers 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 and advertising 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 HG 00 01 09 16 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 that "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 Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (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. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property 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 renrocon+nflwa hoc hccn appointed. d. Legal Representative Your legal representai {�' ��"�°'�`& PR8,r. ° RYsk NYanagernena CY'erirvl'Aticfle rage -i -i or ci with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, 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. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Page 12 of 21 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor 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 vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections. adjustments, to vendor has agrE RYsk NYanagernena CY'erirvl'Aticfle n" uu u'i uy 'in undertakes to make in the usual This insurance does not apply to: course of business, in connection with 1. Any "occurrence" which takes place after the distribution or sale of the products; you cease to lease that land; or (f) Demonstration, installation, servicing 2. Structural alterations, new construction or or repair operations, except such demolition operations performed by or on operations performed at the vendor's behalf of such person or organization. premises in connection with the sale of the product; d. Architects, Engineers Or Surveyors (g) Products which, after distribution or Any architect, engineer, or surveyor, but only sale by you, have been labeled or with respect to liability for "bodily injury", relabeled or used as a container, part "property damage" or "personal and or ingredient of any other thing or advertising injury" caused, in whole or in part, substance by or for the vendor; or by your acts or omissions or the acts or omissions of those acting on your behalf: (h) "Bodily injury" or "property damage" arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: With respect to the insurance afforded these (i) The exceptions contained in Sub- additional insureds, the following additional paragraphs (d) or (f); or exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the 1. The preparing, approving, or failing to products. prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, specifications; or or any ingredient, part or container, 2. Supervisory, inspection, architectural or entering into, accompanying or containing engineering activities. such products. This exclusion applies even if the claims b. Lessors Of Equipment against any insured allege negligence or (1) Any person(s) or organization(s) from other wrongdoing in the supervision, hiring, whom you lease equipment; but only with employment, training or monitoring of others respect to their liability for "bodily injury", by that insured, if the "occurrence" which "property damage" or "personal and caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s) or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any "occurrence" which Any state or political subdivision, but only with takes place after the equipment lease respect to operations performed by you or on expires. your behalf for which the state or political c. Lessors Of Land Or Premises subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or (1) "Bodily injury", "property damaqe" or premises leased to you. "personal and ads With respect to the insurance afforded these additional insureds the following additional out of operations I 01 &,rPPRBr. or municipality; or exclusions apply: IMF RYsk NYanagernena CY'erirvl'Aticfle HG 00 01 09 16 rage -i s or ci (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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 Page 14 of 21 by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit 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. Products -Completed Operations Aggregate Limit 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. Personal And Advertising Injury Limit Subject to 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 and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is " the sum of:� 'PPR"'vm8," a. Damages under Cover '° " RYsk NYanagernena CY'erirvl'Aticfle n" uu u'i uy 'in b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 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. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. 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. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" 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 (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured 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"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the nthPr incurPr fnr defense and indemnity However, this provisio �; PR8,r. extent that you havE �� poo RiskK...g—tCl'ei-l'Aadf HG 00 01 09 16 rage -i a or ci contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 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 claimant's legal representative. 4. Other Insurance If other valid and collectible 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 follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. Page 16 of 21 b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance agreed in a wri� agreement the &�Br. primary. If otr �� .� RYsk NYanagernena CY'erirvl'Aticfle n" uu u'i uy 'in primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. 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: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. 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. 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. HG 00 01 09 16 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 a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 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 a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must r'Rooe&w & APPRavm 8,r. RYsk NYanagernena CY'erirvl'Aticfle rage -i i or ci impair them. At our request, the insured will other motor vehicle insurance law where it is bring "suit" or transfer those rights to us and licensed or principally garaged. help us enforce them. However, "auto" does not include "mobile b. Waiver Of Rights Of Recovery (Waiver Of equipment". Subrogation) 5. "Bodily injury" means physical: If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 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 the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "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 Page 18 of 21 a. I nj u ry; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 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 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 a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "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 the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means uncontrollable or breaks intended to be. & PR8,r: RYsk NYanagernena CY'erirvl'Aticfle n" uu u'i uy 'in 11. "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. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; 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" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: HG 00 01 09 16 (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; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "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". 14."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". 15."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; 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 describedavm that are not self-prope ,1 ,� � �. 7 B OO 4�Ysk NYanagernena CY'erirvl'Aticfle rage -Ito or ci 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 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 (3) Air compressors, pumps and generators, including spraying, welding, 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. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; Page 20 of 21 e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."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. 19. "Prod ucts-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 (3) Products or oper classification, listed r l; & PR8, . in a policy Schedul �� IMFRYsk NYanagernena CY'erirvl'Aticfle n" uu u'i uy 'in completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. 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. 21."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. 22. "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. 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. HG 00 01 09 16 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (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 sold. 25. "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. r'Rooe&w & APPRavm 8,r. RYsk NYanagernena CY'erirvl'Aticfle rage ci or ci Hartford Casualty Insurance Company #46 UEN OL5276 1 THIS ENDORSEMENT CHAINGIESTHIE POILICY. PUEASIE READ I IIT CAREFULLY. This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. 11 © 2011, The Hartford 6 < a. Pawn & APPR ovm 8, . � �.�� , RYsk NYanagernena CY'erirvl'Aticfle Hartford Casualty Insurance Company #46 UEN OL5276 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.I. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the Ownership, maintPnnnre nr use of a covered "au RYsk NYanagernena CY'erirvl'Aticfle © 2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non -Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non -Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self -insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV —� BUSINESS AUTO CONDITIONS, in the "� % ; w� Roo & APPAR{' vm 8Yf same manner as the Named Insured. �� -�`�°° RYsk NYanagernena CY'erirvl'Aticfle © 2011, The Hartford (Includes copyrighted material I Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire 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. 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing anv electronic equipme 9 F� Para ra �Rooe&w APPRavm 6. ©49M��.�,� 4RiskK...ger tCl' i-l'Aadf a 2011Td h Hrtf d I Id htt I e or ( nc u es copynm g a a Una Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 I (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D III - PHYSICAL following is added: Form HA 99 16 03 12 - DEDUCTIBLE - of SECTION DAMAGE COVERAGE, the If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CON adding the following: 7&,�iP ao RYsk NYanagernena CY'erirvl'Aticfle © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a,A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Rooe&w & APPRavm a,r. ��. 76,E ;D-o RYsk NYanagernena CY'erirvl'Aticfle © 2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Page 5 of 5 Hartford Casualty Insurance Company #46 XHU OL5274 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. rr'Rooe&w & APPRavED s,r. Form I 3 7 11 -76,,� P-o 0 2011, The Hartford Risli Managernent CY'erir:.al'Aicfle Hartford Casualty Insurance Company #46 XHU OL5274 UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the Named Insured first shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. "We", "us" and "bur" refer to the stock insurance company member of The Hartford Financial Services Group Inc. shown in the Declarations. Other words and phrases that appear in quotation marks also have special meaning. Refer to DEFINITIONS (Section VII). IN RETURN FOR THE PAYMENT OF THE PREMIUM, in reliance upon the statements in the Declarations made a part hereof and subject to all of the terms of this policy, we agree with you as follows: SECTION I - COVERAGES INSURING AGREEMENTS A. Umbrella Liability Insurance We will pay those sums that the "insured" becomes legally obligated to pay as "damages" in excess of the "underlying insurance" or of the "self -insured retention" when no "underlying insurance" applies, because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies caused by an "occurrence". But, the amount we will pay as "damages" is limited as described in Section IV — LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section II - INVESTIGATION, DEFENSE, SETTLEMENT. 2. This insurance applies to "bodily injury", "property damage" or "personal and advertising injury" only if: a. The "bodily injury", "property damage" or "personal and advertising injury" occurs during the "policy period"; and b. Prior to the "policy period", no insured listed under Paragraph A. of Section III — 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, 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. "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 A. of Section III — 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 "bodily injury" or "property damage" has occurred or has begun to occur. B. Exclusions This policy does not apply to: 1. Pollution Any obligation: Form XL 00 03 09 16 © 2016, The Hartford a. To pay for the cost of investigation, defense or settlement of any claim or suit against any "insured" alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the pollution hazard; or b. To pay any "damages", judgments, settlements, loss, costs or expenses that may be awarded or incurred: i. By reason of any such claim or suit or any such injury or damage; or ii. In complying with any action authorized by law and relating to such injury or damage. As used in this exclusion, pollution hazard means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous o- `"—I- a. Pollutant: b. Contamir��&� ;V&,. RYsk NYanagernena CY'erirvl'Aticfle c. Irritants; or (b) Otherwise in the course of d. Toxic substances; transit by or on behalf of the "insured"; or Including: (c) Being stored, disposed of, Smoke; treated or processed in or Vapors; upon any "auto"; Soot; (2) Before the "pollutants" or any Fumes; property in which the Acids; "pollutants" are contained are moved from the place where Alkalis; they are accepted by the Chemicals, and "insured" for movement into or Waste materials consisting of or onto any "auto"; or containing any of the foregoing. (3) After the "pollutants" or any Waste includes materials to be property in which the recycled, reconditioned or "pollutants" are contained are reclaimed. moved from any "auto" to the EXCEPTION place where they are finally delivered, disposed of or This exclusion does not apply: abandoned by the "insured". a. To "bodily injury" to any of your Paragraph (1) above does not apply "employees" arising out of and in to fuels, lubricants, fluids, exhaust the course of their employment by gases or other similar "pollutants" you; or that are needed for or result from b. To injury or damage as to which the normal electrical, hydraulic or valid and collectible "underlying mechanical functioning of an "auto", insurance" with at least the covered by the "underlying minimum limits shown in the insurance" or its parts, if: Schedule of Underlying Insurance a. The "pollutants" escape, seep, Policies is in force and applicable to migrate, or are discharged or the "occurrence". In such event, released directly from an "auto" any coverage afforded by this policy part designed by its for the "occurrence" will be subject manufacturer to hold, store, to the pollution exclusions of the receive or dispose of such "underlying insurance" and to the "pollutants"; and conditions, limits and other b. The "bodily injury,' "property provisions of this policy. In the event "underlying damage" or "covered pollution that insurance" is not cost or expense" does not arise maintained with limits of liability as out of the operation of any set forth in the Schedule of following equipment: Underlying Insurance Policies, coverage under any of the i. Air compressors, pumps and provisions of this exception does not generators, including apply. spraying, welding, building Exception b. does not apply to: cleaning, geophysical exploration, lighting or well "Bodily injury" or "property damage" servicing equipment; and arising out of the actual, alleged or ii. Cherry pickers and similar threatened discharge, dispersal, devices mounted on seepage, migration, release or automobile or truck chassis escape of "pollutants": and used to raise or lower (1) That are, or that are contained workers. in any property that is : Paragraphs (2) and (3) above do not (a) Being transported or towed apply to "accidents" that occur away by, handled, or handled for from premises owned by or rented movement into, onto or to an "insured" with respect to from, any "auto"; "pollutants" r r' c�; �. & PR8,r. OF RYsk NYanagernena CY'erirvl'Aticfle Page 2 of 14 rorm AL uu us uy '10 covered by the "underlying insurance" if: a. The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto", and b. The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 2. Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. 3. Contractual Liability Liability assumed by the "insured" under any contract or agreement with respect to an "occurrence" taking place before the contract or agreement is executed. 4. Personal And Advertising Injury This policy does not apply to "personal and advertising injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury" coverage provided under this policy apply to any claim or "suit" to which "underlying insurance" does not apply. Any coverage restored by this EXCEPTION applies only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. 5. Underlying Insurance Any injury or damage: a. Covered by "underlying insurance" but for any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or b. For which "damages" would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, operation, Form XL 00 03 09 16 maintenance, use, entrustment to others, loading or unloading of any aircraft: a. Owned by any "insured"; or b. Chartered or loaned to any "insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an 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. This exclusion does not apply to aircraft that is: a. Hired, chartered or loaned with a paid crew; but b. Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you. 7. Watercraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, 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 you do not own that is: (1) Less than 51 feet long, and (2) Not being used to carry persons or property for a charge; b. "Bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or c. Any watercraft while ashore on premises owned by, rented to or controlled by you. 8. War Any injury or damage, however caused, arising, directly or indirectly, out of: a. War, including u .Rooe&w & APPRavm 8,r. RYsk NYanagernena CY'erirvl'Aticfle rage s or -i 4 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. 9. Damage To Property "Property damage" to property you own. 10. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 11. 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. 12. 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 perform a contract or agreement in accordance with its terms. This exclusion does not apply to 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. 13. 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, Page 4 of 14 deficiency, inadequacy or dangerous condition in it. 14. Expected Or Intended "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. 15. Employer Liability Coverage afforded any of your "employees" for "bodily injury" or "personal and advertising injury": a. To other "employees" arising out of and in the course of their employment; b. To the spouse, child, parent, brother or sister of that "employee" as a consequence of such "bodily injury" to that "employee". c. To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company); or d. Arising out of the providing or failing to provide professional health care services. Subparagraphs a. and b. of this exclusion apply: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if "underlying insurance" is maintained providing coverage for such liability with minimum underlying limits, as described in the Schedule of Underlying Insurance Policies. 16. Property Damage To Employee's Property Coverage afforded any of your "employees" for "property damage" to property owned or occupied by or rented or loaned to: a. That "employee"; b. Any of your other "employees"; c. Any of your partners or members (if you are a partnership or joint venture); or d. Any of your mY- -'- - limited liability cocca REMPAIM I JPY1at7VM 81r. RYsk NYanagernena CY'eriral'Aticfle rorm AL uu us uy 'in 17. Uninsured Or Underinsured Motorists 20. Asbestos Any claim for: a. Uninsured or Underinsured Motorists Coverage; b. Personal injury protection; c. Property protection; or d. Any similar no-fault coverage by whatever name called; Unless this policy is endorsed to provide such coverage. 18. Employment Practices Liability a. Any injury or damage 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 practices, policies, acts or omissions, such as but not limited to: coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person, as a consequence of any injury or damage to that person at whom any of the employment -related practices described in paragraphs (a), (b), or (c) above is directed. This exclusion applies: i. Whether the injury -causing event described in part (1) above occurs before employment, during employment or after employment of that person; ii. Whether the "insured" may be liable as an employer or in any other capacity; and iii. To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. 19. Employee Retirement Income Security Act Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Act of 1974), or any amendments to them. Form XL 00 03 09 16 Any injury, damages, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" arising out of, or relating to, in whole or in part, the "asbestos hazard" that: a. May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; or b. Arise out of any request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard"; or c. Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21. Racing And Stunting Activities "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or loading or unloading of any "auto" or "mobile equipment" while being used in any: a. Prearranged or organized racing, speed or demolition contest; b. Stunting activity; or c. Preparation for any such contest or activity. 22. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: a. Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or b. The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipt This exclusion applie ' & PR8 claimed for notifi ,r: �1' 7& � .o RYsk NYanagernena CY'erirvl'Aticfle rage 0 or -i 4 monitoring expenses, forensic expenses, transmitting, communicating or public relations expenses or any other loss, distribution of material or information. cost or expense incurred by you or others SECTION II - INVESTIGATION, DEFENSE, arising out of that which is described in SETTLEMENT Paragraph (1) or (2) above. A. With respect to "bodily injury", "property However, unless Paragraph (1) above damage" or "personal and advertising injury" to applies, this exclusion does not apply to which this insurance applies (whether or not the damages because of "bodily injury". "self -insured retention" applies) and As used in this exclusion, electronic data 1. For which no coverage is provided under means information, facts or programs stored any "underlying insurance"; or as or on, created or used on, or transmitted to or from computer software, including 2. For which the underlying limits of any systems and applications software, hard or "underlying insurance" policy have been floppy disks, CD-ROMS, tapes, drives, cells, exhausted solely by payments of "damages" data processing devices or any other media because of "occurrences" during the "policy which are used with electronically controlled period", equipment. We: 23. Limited Underlying Coverage 1. Will have the right and the duty to defend Any injury, damage, loss, cost or expense, any "suit" against the "insured" seeking including but not limited to "bodily injury", "damages" on account thereof, even if such "property damage" or "personal and "suit" is groundless, false or fraudulent; but advertising injury" for which: our right and duty to defend end when we have used up the applicable limit of a. an "underlying insurance" policy or insurance in the payment of judgments or policies specifically provides coverage; settlements under coverages afforded by but this policy; b. because of a provision within the 2. May make such investigation and settlement "underlying insurance" such coverage is of any claim or "suit" as we deem expedient; provided at a limit or limits of insurance that are less than the limit(s) for the 3. Will pay all expenses incurred by us, all "underlying insurance" policy or policies court costs taxed against the "insured" in shown on the Schedule of Underlying any "suit" defended by us and all interest on Insurance Policies. the entire amount of any judgment therein which accrues after the entry of the 24. Recording And Distribution Of Material judgment and before we have paid or Or Information In Violation Of Law tendered or deposited in court that part of Any injury, damage, loss, cost or expense, the judgment which does not exceed the including but not limited to "bodily injury", applicable limit of insurance. However, such "property damage", or "personal and costs do not include attorneys' fees, advertising injury" arising directly or attorneys' expenses, witness or expert fees, indirectly out of any action or omission that or any other expenses of a party taxed to violates or is alleged to violate: the insured; a. The Telephone Consumer Protection 4. Will pay all premiums on appeal bonds Act (TCPA), including any amendment required in any such "suit", premiums on of or addition to such law; bonds to release attachments in any such b. The CAN-SPAM Act of 2003, including "suit" for an amount not in excess of the any amendment of or addition to such applicable limit of insurance, and the cost of law; bail bonds required of the "insured" because c. The Fair Credit Reporting Act (FCRA), of an accident or traffic law violation arising and any amendment of or addition to out of the operation of any vehicle to which such law, including the Fair and this policy applies, but we will have no Accurate Credit Transaction Act obligation to apply for or furnish any such (FACTA); or bonds; d. Any federal, state or local statute, 5. Will pay all reasonable expenses incurred by ordinance or regulation, other than the the "insured" at our request in assisting us in TCPA, CAN-SPAM Act of 2003 or the investigation or defense of any claim or FCRA and their amendments and "suit", including actua' '�� r �� __` `_ additions, that addresses, prohibits or exceed $500 per day limits the printing, dissemination,avm disposal, collecting, recording, sending, and the amounts so incu ,.. � � of claims and suits, are° 7 r Y3isls N9anagement CY'erical'Aicfle Page 6 of 14 rorm AL uu us uy 'in insured retention" and are payable in addition to organization other than a partnership, joint any applicable limit of insurance. venture or limited liability company) or your The "Insured" agrees to reimburse us promptly managers (if you are a limited liability for amounts paid in settlement of claims or company), but only for acts: "suits" to the extent that such amounts are within a. Within the scope of their employment by the "self -insured retention". you or while performing duties related to B. You agree to arrange for the investigation, the conduct of your business; and defense or settlement of any claim or "suit" in b. Only if such "volunteer workers" or any country where we may be prevented by law "employees" are insureds under from carrying out this agreement. We will pay "underlying insurance" with limits of defense expenses incurred with our written liability no less than stated in the consent in connection with any such claim or Schedule of Underlying Insurance "suit" in addition to any applicable limit of Policies, subject to all the coverage, insurance. We will also promptly reimburse you terms, conditions and limitations of such for our proper share, but subject to the "underlying insurance". applicable limit of insurance, of any settlement 2. Any person or organization with whom you above the "self -insured retention" made with our agreed, because of a written contract, written consent. written agreement or because of a permit C. We will have the right to associate at our issued by a state or political subdivision, to expense with the "insured" or any underlying provide insurance such as is afforded under insurer in the investigation, defense or this policy, but only with respect to your settlement of any claim or "suit" which in our operations, "your work" or facilities owned or opinion may require payment hereunder. In no used by you. event, however, will we contribute to the cost This provision does not apply: and expenses incurred by any underlying a. Unless the written contract or written insurer. agreement has been executed, or the SECTION III -WHO IS AN INSURED permit has been issued prior to the A. If you are doing business as: "bodily injury," "property damage," or 1. An individual, you and your spouse are "personal and advertising injury"; and "insureds", but only with respect to the b. Unless limits of liability specified in such conduct of a business of which you are the written contract, written agreement or sole owner. permit is greater than the limits shown 2. A partnership or joint venture, you are an for "underlying insurance"; or "insured". Your members, your partners, and c. Beyond the period of time required by their spouses are also "insureds", but only the written contract or written with respect to the conduct of your business. agreement. 3. A limited liability company, you are an 3. Any person or organization having proper "insured". Your members are also temporary custody of your property if you "insureds", but only with respect to the die, but only: conduct of your business. Your managers a. With respect to liability arising out of the are "insureds", but only with respect to their maintenance or use of that property; duties as your managers. and 4. An organization other than a partnership, b. Until your legal representative has been joint venture or limited liability company, you appointed. pp are an "insured". Your "executive officers" and directors are "insureds", but only with 4. Your legal representative if you die, but only respect to their duties as your officers or with respect to his or her duties as such. directors. Your stockholders are also That representative will have all your rights "insureds", but only with respect to their and duties under this policy. liability as stockholders. C. With respect to "auto", any "insured" in the 5. A trust, you are an "insured". Your trustees "underlying insurance" is an "insured" under this are also "insureds", but only with respect to insurance policy, subject to all the limitations of their duties as trustees. such "underlying insurance". B. Each of the following is also an "insured": D. Any organization you newly acquire or form, other than a partnership, ;^;n+ . +„r r Y;m;+o + 1. Your "volunteer workers" only while liability company, and oN performing duties related to the conduct of business, or "employees," other + financial interest of more �r' ;< 7, "OF,��. ��,:� your your stock, will qualify as an q y than your "executive officers" (if you are an r Risli Managernent CY'erir:.al'Aicfle Form XL 00 03 09 16 rage I or -i 4 other similar insurance available to that organization. However: 1. 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; 2. This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 3. This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. E. Each person or organization, not included as an "insured" in Paragraphs A., B., C., or D., who is an "insured" in the "underlying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". No person or organization is an "insured" with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. With respect to any person or organization who is not an "insured" under "underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self -insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (i) Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (ii) That such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. SECTION IV - LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1. "Insureds"; 2. Claims made or "suits" brought; 3. Persons or organizations making claims or bringing "suits"; or 4. Coverages under which damages are covered under this policy. B. The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages", other than "damages": Page 8 of 14 1. Because of injury or damage included within the "products -completed operations hazard"; 2. Because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and 3. Because of "bodily injury" and "property damage" arising out of the ownership, operations, maintenance, use, entrustment to others, loading or unloading of any "auto". C. The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" because of injury or damage included within the "products - completed operations hazard". D. The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages" because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you. E. Subject to B., C., or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and "personal and advertising injury" arising out of any one "occurrence". F. Our obligations under this insurance end when the applicable Limit of Insurance available is used up. If we pay any amounts for "damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. G. 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. However, 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 the purpose of determining the Limits of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A. The insurance does not apply: 1. To "bodily injury" or "property damage": a. With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon of liability; or b. Resulting fror � � ��.�,� properties" of " 4�Ysk NYanagernena CY'erirvl'Aticfle rorm AL uu us uy '10 with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. To "bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material" if: a. The "nuclear material' (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b. The "nuclear material' is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or c. The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c. applies only to "property damage" to such "nuclear facility" and any property thereat. B. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material', "special nuclear material" or "by-product material'; "Source material", "special nuclear material' and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear Form XL 00 03 09 16 facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (1) Any "nuclear reactor"; (2) Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel," or (c) handling, processing or packaging "waste"; (3) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material' if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. SECTION VI - CONDITIONS A. Premium All premiums for this policy shall be computed in accordance with Item 5 of the Declarations. The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period", the earned premium shall be computed for such period, and upon notice thereof to the Named Insured first shown in the Declarations shall become due and payable by such Named Insured. If the total earned premium for the "policy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured. The Named insured first shown in the Declarations shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to us at the end of the "policy period" and at such times during the "policy period" as we may direct. B. Inspection And Audit We shall be permitted REme&w&APPRavm8,r. inspect your property e 1 � � � 7& A�o RYsk NYanagernena CY'erirvl'Aticfle rage V or -i 4 time. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are: 1. Safe; 2. Healthful; or 3. In compliance with any law, rule or regulation. We may examine and audit your books and records at any time during the "policy period" and extensions thereof and within three years after the final termination of this policy, insofar as they relate to the subject matter of this policy. C. Duties In The Event Of Occurrence, Claim Or Suit 1. You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim under this policy. This requirement applies only when such "occurrence" is known to any of the following: a. You or any additional insured that is an individual; b. Any partner, if you or an additional insured are a partnership; c. Any manager, if you or an additional insured are a limited liability company; d. Any "executive officer" or insurance manager, if you or an additional insured are a corporation; e. Any trustee, if you or an additional insured is a trust; or f. Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. To the extent possible, notice should include: a. How, when and where the "occurrence" 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 any insured, you must: a. Immediately record the specifics of the claim or "suit" and the date received; and b. Notify us in writing as soon as practicable if the claim is likely to Page 10 of 14 exceed the amount of the "self -insured retention" or "underlying insurance", whichever applies. 3. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of any "self - insured retention" or "underlying insurance", whichever applies"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the "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 this policy or any "underlying insurance" or "self -insured retention" may apply. 4. No insured will, except at that insured's own cost, make or agree to any settlement for a sum in excess of: a. The total limits of "underlying insurance"; or b The "self -insured retention" if no "underlying insurance" applies without our consent. 5. No insureds will, except at that insured's own cost, make a payment, assume any obligation, or incur any expenses, other than first aid, without our consent. D. Assistance And Cooperation Of The Insured The "insured" shall: 1. Cooperate with us and comply with all the terms and conditions of this policy; and 2. Cooperate with any of the underlying insurers as required by the terms of the "underlying insurance" and comply with all the terms and conditions thereof. The "insured" shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured" because of "bodily injury", "property damage" or "personal and advertising injury" with respect to this policy or any "underlying insurance". E. Legal Action Against Us No person or organization has a right under this policy: a. To join us as a part into a "suit" asking, insured; or 1 & PR8,. 1 �a, RYsk NYanagernena CY'erirvl'Aticfle rorm AL uu us uy 'in b. To sue us on this policy unless all of its terms and those of the "underlying insurance" 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 policy or that are in excess of the limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. F. Appeals In the event the "insured" or the "insured's" underlying insurer elects not to appeal a judgment in excess of the "underlying insurance" or the "self -insured retention," we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the applicable Limit of Insurance, for the: 1. Taxable costs; 2. Disbursements; and 3. Additional interest incidental to such appeal; But in no event will we be liable for "damages" in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance" and we offer to pay our full share of such judgment, but you or your underlying insurers elect to appeal it, you, your underlying insurers or both will bear: a. The cost and duty of obtaining any appeal bond; b. The taxable costs, disbursements and additional interest incidental to such appeal; and c. Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. G. Other Insurance This policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be: 1. Primary; 2. Contributing; 3. Excess; or 4. Contingent. Form XL 00 03 09 16 H. Transfer Of Rights Of Recovery Against Others To Us 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after a loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. a. Recoveries shall be applied to reimburse: (1) First, any interest (including the Named Insured) that paid any amount in excess of our limit of liability; (2) Second, us, along with any other insurers having a quota share interest at the same level; (3) Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. b. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the "insured" has waived any rights of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. I. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy. The Named Insured first shown in the Declarations is authorized on behalf of all "insureds" to agree with us on changes in the terms of this policy. If the terms are change shown in an endorsem� made a part of this policy Rooe&w & APPRavm 8,r. ��. -76,� ;V�o RYsk NYanagernena CY'erirvl'Aticfle rage i i or 14 J. Separation Of Insureds Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this policy to the Named Insured first shown in the declarations, 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. K. Maintenance Of Underlying Insurance Policies affording in total the coverage and limits stated in the Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied herewith. The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following: 1. Any change in the coverage or in the limits of any "underlying insurance", including but not limited to a change from occurrence coverage to claims made coverage; 2. Termination of part or all of one or more of the policies of "underlying insurance"; 3. Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance". The "self -insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or "suits" which are also covered by this policy. L. Cancellation 1. The Named Insured first shown in the Declarations may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy, written notice of cancellation at least: a. 10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation. The "policy period" will end on that date. Delivery of such notice by the Named Page 12 of 14 Insured first shown in the Declarations or by us will be equivalent to mailing. 4. If the Named Insured first shown in the Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Declarations. If we cancel, the refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. M. Non -Renewal 1. If we decide not to renew, we will mail or deliver to the Named Insured first shown in the Declarations, at the address shown in this policy, written notice of non -renewal at least 30 days before the end of the "policy period". 2. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. If we offer to renew but such Named Insured does not accept, this policy will not be renewed at the end of the current "policy period". N. Workers' Compensation Agreement With respect to "bodily injury" to any officer or other employee arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for "bodily injury" to such officer or other employee automatically terminates at the same time. O. Bankruptcy Or Insolvency In the event of the bankruptcy or insolvency of the "insured" or any entity comprising the "insured", we shall not be relieved of any of our obligations under this policy. P. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. The statements in the Schedule Of Underlying Insurance Policies are accurate and complete; c. The statements in a. and b. are based upon representations you made to us: d. We have issued this policy in reliance upon your representations; and e. If unintentionally you should fail to disclose all hazards at the incan+inn of +hic nnlinxi 1n11Z shall not deny cove because of such failu� �,. RYsk NYanagernena CY'erirvl'Aticfle I-Orm JAL VU U3 Uy "In SECTION VII - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance" policy. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. "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". "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement; or 2. Any claim or "suit" by or on behalf of a governmental authority demanding that the "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". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1) That are, or that are contained in any property that is: a. Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; b. Otherwise in the course of transit by or on behalf of the "insured"; or c. Being stored, disposed of, treated or processed in or upon any "auto"; or (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Form XL 00 03 09 16 Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury," "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in paragraphs 6.b and 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. "Damages" include prejudgment interest awarded against the "insured" on that part of the judgment we pay. "Damages" do not include: 1. Fines; 2. Penalties; or 3. Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subject to the foregoing, "damages" include damages for any of the following which result at any time from "bodily injury" to which this policy applies: 1. Death; 2. Mental anguish; 3. Shock; 4. Disability; or 5. Care and loss of services or consortium. "Insured" means any person or organization qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately to each "insured" against whom claim is made or "suit" is brought, except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). "Occurrence" means 1. With respect to bodil damage": an accident, i ,Rooe&w &,PPR8.,. RYsk NYanagernena CY'erirvl'Aticfle rage -i s or -i 4 repeated exposure to substantially the same general harmful conditions, and 2. With respect to "personal and advertising injury": an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". "Policy period" means the period beginning with the inception date stated as such in the Declarations and ending with the earlier of: 1. The date of cancellation of this policy; or 2. The expiration date stated as such in the Declarations. "Self -insured retention" means the amount stated as such in the Declarations which is retained and payable by the "insured" with respect to each "occurrence". "Underlying insurance" means the insurance policies listed in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies. The limit of "underlying insurance" includes: Page 14 of 14 1. Any deductible amount; 2. Any participation of any "insured"; and 3. Any "self -insured retention" above or beneath any such policy; Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this policy, including Medical Payments Coverage as described in the "underlying insurance." The coverages and limits of such policies and any such deductible amount, participation or "self -insured retention" shall be deemed to be applicable regardless of: 1. Any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or 2. The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any "insured" is borne by you and not by us. 6 �< a. &PRavm 8,r. � �.�� , OFRYsk NYanagernena CY'erirvl'Aticfle rorm AL uu us uy 'in THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WE 01-61-11 G Endorsement Number: Effective Date: 09/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization from whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Form WC 00 03 13 Printed in U.S.A. Y3osls N9anagernent CY'enrevl'AicFle Policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 46 WE 01-61-11 G Endorsement Number: Effective Date: 09/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Ar'REme&w&APPRavm8,r. Policy E) Y3isls N9anage nent CYe it vl Aidf THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WE 01-61-11 G Endorsement Number: Effective Date: 09/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 This endorsement applies only to the insurance provided respect to bodily injury arising out of the operations by the policy because Texas is shown in Item 3.A. of the described in the Schedule where you are required by a Information Page. written contract to obtain this waiver from us. We have the right to recover our payments from anyone This endorsement shall not operate directly or indirectly liable for an injury covered by this policy. We will not to benefit anyone not named in the Schedule. enforce our right against the person or organization The premium for this endorsement is shown in the named in the Schedule, but this waiver applies only with Schedule. Schedule 1. () Special Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Form WC 42 03 04 B Printed in U.S.A. r'Rooe&w & APPRavm 8•.. RYsk NYanagernena CY'erirvl'Aticfle Policy Ex....L.W. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 46 WE 0L6H1G Endorsement Number: Effective Date: 09/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Rooe&w & APPRavm 8•.. Form WC 99 03 94 Printed in U.S.A. Poli © 2011, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 46 WE 0L6H1 G Endorsement Number: Effective Date: 09/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 1717 MCKINNEY AVE STE 1400 DALLAS TX 75202 This policy is subject to the following additional Condition: A. If this policy is cancelled by the Company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. �Rooemm & APPRavED 8•.. � �� 7o b oo Form WC 99 05 31 Printed in U.S.A. Pol ' r RisliK... gernent Cl' i-l'Aadf © 2011, The Hartford ACCORD® CERTIFICATE OF LIABILITY INSURANCE `.... DATE(MM/DD/YYYY) 4/19/2022 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 Risk Strategies CONTACT NAME: Joe Bryant 12801 North Central Expy. Suite 1725 Dallas, TX 75243 a°NN Ext : 214 323-4602 Fvc, No): 214 503-8899 E-MAIL ADDRESS: certificatedallas@risk-strategies.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Berkley Insurance Company 32603 INSURED Huitt-Zollars, Inc. 5430 LBJ Freeway Suite 1500 INSURER B : INSURERC: INSURERD: Dallas TX 75240 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 677.riri:121 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY ❑ PRO- JECT LOC ❑ PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability AEC-9051991-06 1/23/2022 1/23/2023 Per Claim $1,000,000 Pollution Liability Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible. Thirty (30) day notice of cancellation in favor of certificate holder on all policies. Re: Project#A-2017-160, A-2018-159-02, A-2018-160-03, A-2020-075-06, A-2021-035-06. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE , t p, 3` asr1sAE&w &APPRavED Br. Joe Bryant��'� © 1988-2015 ACORD C( ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 67755321 1 22/23 PL Master ($lM/$2M Default) I Patra 1 4/19/2022 11:19:36 AM (EDT) I Page 1 of 1