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BUTIER ENGINEERING, INC. (5)
INSURANCE ON FILE. WORK MAY PROCEED UNTU_IINSUf7)/fif��J;,,E�,,EXP ,ITY C[ERi A-2025-075-01 GATE. AUG 2 0 2025 O= PwA (z) So�cmeclirin(pz,) AGREEMENT WITH BUTIER ENGINEERING, INC. TO PROVIDE ON-CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 201h day of May, 2025 by and between. Butler Engineering, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On January 14, 2025, the City issued Request for Proposal ("RFP") No. 25-01 1, by which it sought Consultants to provide on-call water resources cotistruction management and inspection services on behalf of the City of Santa Ana's Public Works Agency, B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-01 1, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-01 1 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. In undertaking the perfonnance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting 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 patties agree as follows: I. SCOPE OF SERVICES On an on-call basis, and the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected tinder RFP 25- 01 1. The total compensation for these services provided by all such consultants selected Page 1 of 9 under RFP 25-011 shall not exceed the shared aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) during the term of the 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation, Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's accouat(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals whicb may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2), one(l) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 1.5,below. 4, INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. 5. 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 Consultant under this Agreement ("Documents & Data"). Consultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data Which were provided to Consultant by the City. City shall not be limited in Page 2 of 9 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. 6. INSURANCE Prior to undertaking performance of work under this Agreement,Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Minimum Scope and Limit of insurance. • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • Automobile .Liability: Insurance Services Office Form. CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 'Workers'Compensation:as required by the State of California,with Statutory Limits, and Employer's Liability Insurance with limit of no less than$1,000,000 per accident, policy or employee,for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with.limits no less than$1,000,000 per occurrence or claim, and$2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions: • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds,under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. Page 3 of 9 ! For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in. limits, non renewed. by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City,Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency,20 Civic Center Plaza (M-21), Santa Ana, CA 9270.1. The name and location of project must be included in the Description of Operations section of each certificate. Self-insured Retentions. Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations,claim administration,and defense expenses within the retention. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VIi, unless otherwise acceptable to City. Verification of Coverage. Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 7. INDEMNI:FICATION Consultant agrees to defend, and shall indemnify and hold.harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability; (1)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 Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section l of this Agreement; and (2) Page 4of9 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 darnages,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 Consultant 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 Consultant'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 out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement, including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement, Consultant 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant 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. Consultant 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 Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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 Page 3 of 9 information that(a) has been disclosed in publicly available sources; (b)is,through no fault of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 1.L CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed, religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age,national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. 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 Consultant or the City, Each party to this Agn-ecment 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 is not embodied herein. 14, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 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 Consultants retained by City. Page 6of9 1 S. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant 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 Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant 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. 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. 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, 1.8. PROFESSIONAL LICENSES Consultant 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. Consultant 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. 19. 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: Page 7 of 9 To City: City Clerk. City of Santa Ana 20 Civic Center Plaza.(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Buti.er Engineering, Inc. Attn: Mark Butier,Jr., CEO 17822 E. 17th Street, Suite 404 Tustin, California 92780 Fax: (714) 832-721 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 snail, 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 time frames, weekends, federal, state, County or City holidays shall be excluded. 20. 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. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH BUTIER ENGINEERING, INC.TO PROVIDE ON-CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF ANTA AN ennifer all Alvaro Nunez Ci City Manager APPROVED AS TO FORM: CONSULTANT SONIA R. CARVALHO City Attorney B - onathan T. Martinez By: /�„�, Assistant City Attorney Title: / /►�f RECOMMENDED FOR APPROVAL: Digitally signed by Nabil Saba Nabil S a a Date;2025.05.05 16:46:32-07`00' Nabil Saba, P.E. Executive Director Public Works Agency Page 9 of 9 A�® CERTIFICATE OF LIABILITY INSURANCE F°AT7�1�zo2YYY` THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s)- PRODUCER CONTACT Jan AssuredPartners Design Professionals Insurance Services, LLC NAME: HelenPHONE FAX 3697 Mt. Diablo Blvd., Suite 230 Ar N Ex : 626-696-1892 Arc Nc: Lafayette CA 94549 nD'Ress: IDesi nProCerts AssuredPartners.com INSURPR S AFFORDING COVERAGE NAIC A License#:6003745 INSURER A:Travelers Casualty and Surety Cc of America 31194 INSURED BUTIENG-01 INSURER B:The Travelers Indemnity Company of Connecticut 25682 Butler Engineering, Inc. Tustin Financial Center INSURER C:Travelers Property Casualty Company of America 25674 17822 E 17th St., Suite 404 INSURER D: Tustin CA 92780 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:1653329836 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR POLICYNUMBER 4MWl MMIDDJYYYY LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 6801R125463 6/25/2025 6/2512026 EACH OCCURRENCE $1.000,000 DAMAGE TO RENTEp CLAIMS-MADE X OCCUR PREMISES Ea occurrence $1,00O,OOD MED EXP(Any one person) $10,000 PERSONAL&Al INJURY $1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRD � LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER. $ B AUTOMOBILE LIABILITY Y Y BASR660917 6/25/2025 6/25/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) 1 $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ C X UMBRELLA LIAB X OCCUR Y Y CUP1R139652 6/25/2025 6/25/2026 EACH OCCURRENCE $4,C0©,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 ❑ED X I RETENTION$ _ $ WORKERS COMPENSATION PER OTH- STATUTE ER AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETORlPARTNERYEXECUTIVE EL EACH ACCIDENT $ OFFICFRIMEMBEREXCLUDED? N!A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ A Professional Liability 107108511 6/2512025 612512026 Per Claim $2,000,000 Annual Aggregate $4000,000 DESCRIPTION OF OPERATIONS r LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The following policies are included in the underlying schedule of insurance for UmbrellalExcess Liability:Genera! Liability/Auto Liability/Employer's Liability/Employee Benefits Liability. RE:All Operations of the Named Insured. The City of Santa Ana, its City Council,its officers,officials,employees,agents and volunteers are named as Additional Insured for General Liability and Auto Liability as required by written contract.General Liability Insurance is primary and non-contributory per policy form.A Waiver of Subrogation applies per the attached endorsements.34 Day Notice of Cancellation. CERTIFICATE HOLDER �APPROVED CANCELLATION 30 Da Notice of Cancellation Tu Tran Nguyen at i 1:2i am,Aug 11,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Tu Tran Digitally 5gnedby ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana 0 ta,:2azs.08,11 20 Civic Center Plaza Nguyen 112793-07.00, Santa Ana, CA 92702 AUTHORIZED EPRESENTATIVE O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: BA8R660917 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. .BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.7., Who Is person or organization qualifies as an "insured" under the Who Is An Insured provision contained An Insured, of SECTION II —COVERED AUTOS in Section IL LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTO Any organization you newly acquire or form dur- 1. The following is added to Paragraph A.7., ing the policy period over which you maintain 50% or more ownership interest and that is not Who Is An Insured, of SECTION 11 -- COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 75 ©2015 The Travelers Indemnity Company,All rights reserved, Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep us advised of all proceedings and ac- An Insured, of SECTION II -- COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (Ili)We may, at our discretion, participate in defending the "insured" against, or LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE; (iv) We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- graph C., Limits Of Insurance, of 2. The following replaces Paragraph A.2.a.(4), SECTION II — COVERED AUTOS of SECTION II -- COVERED AUTOS LIABIL-ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc,with its permission. COMMERCIAL.AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto", local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only; furnishing of certificates of insurance, or a. If that "auto' is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE--GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LASS OF SECTION IV-- BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or 'loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany): EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization), or SUCTION Ill — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto' of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for 'loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or 'loss", provided that the "accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV--BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 6801R125463 COMMERCIAL GENERAL LIABILITY POLICY NUMBER THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s)or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury"or"property damage" occurs or the"personal injury" or"advertising injury"offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s)or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II —Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or clude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organizations) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for"bodily injury", "property committed, after: damage", "personal injury" or "advertising injury" 1. All work, including materials, parts or equip- caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted; or the additional insured(s) at the focation(s) desig- nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- B. With respect to the insurance afforded to these tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 CopyrighNNO& St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 CG T8 0X XX XX Includes copyrighted material of Insurance Services Office, Inc.with its permission. DATE OF ISSUE: 6809R125463 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for"bodily injury" or"property damage" included in the"products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of elude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or "property dam- tions hazard". age" caused, in whole or in part, by"your work" at the CG 20 37 07 04 06/25/2025 (D ISO Properties, Inc., 2004 Page 1 of 1 CG T8 OX XX XX nATM nr MC21 ir- POIICy# 6601R125463 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c_ We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, an information provided b y p y you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract — >7, Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The"bodily injury' or"property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury' for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed: those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them. At our request, agreement by you, the insured will bring "suit" or transfer those rights to us and help us enforce them. 5. Premium Audit 9, When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the ex piration xpiration date, the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send notice to the first Named Insured. The due date Proof of notice_ for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 u 2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy# 6801R125463 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees" or"volunteer subject to Paragraph 2.a.(9) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan services" during their work hours for you SECTION III—LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", - first aid or "Good Samaritan CONDITION— PROFESSIONAL LIABILITY services" to any one person will be deemed The following is added to Paragraph 4.b., to be one"occurrence". Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of—> M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured, OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, "Incidental medical services" means: of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.15., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ®2017 The Travelers Indemnity Company,All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance services Office,Inc.with Its permission. UMBRELLA POLICY NUMBER: CUPIR139652 ISSUE DATE: 06/27/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Employee Benefits Liability Limits Of Liability Carrier TRAVELERS PROPERTY CASUALTY Each Employee $1,000,000 COMPANY OF AMERICA Aggregate $1,000,000 Policy Number 680IR125463 Policy Period From: 06/25/2025 to: 06/25/2026 Commercial General Liability Limits Of Liability Carrier TRAVELERS PROPERTY CASUALTY General Aggregate $2,000,000 COMPANY OF AMERICA Pxoducts-Completed $2,000,000 Policy Number 680IR125463 Operations Aggregate Policy Period Personal and From: 06/25/2025 Advertising ,Injury $1,000,000 to, 06/25/2026 Each Occurrence $1,000,000 Automobile Liability Limits Of Liability CarrlerTHE TRAVELERS INDEMNITY Bodily Injury And Property $1,000,000 COMPANY OF CONNECTICUT Damage Combined Single Limit Policy Number BA8R660917 Policy Period From: 06/25/2025 to: 06/25/2026 PRODUCER:AP DESIGN PROFESSIONALS OFFICE:PLAN A & E 20V EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. Page l of 2 UMBRELLA POLICY NUMBER: CUPIR139652 ISSUE DATE: 06/27/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Employer's Liability Limits Of Liability CarrierAlU INSURANCE COMPANY Bodily Injury By Accident $2,000,000* Each Accident Policy Numberwc 088415484 Bodily Injury By Disease $2,000,000* Policy Limit Policy Period From: 07/01/2025 Bodily Injury By Disease $2,000,000* to: 07/01/2026 Each Employee *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES Limits Of Liability Carrier Policy Number Policy Period From: to: Limits Of Liability Carrier Policy Number Policy Period From: to: PRODUCER:AP DESIGN PROFESSIONALS OFFICE:PLAN A & E 20V EU 00 03 08 18 OO 2018 The Travelers Indemnity Company.All rights reserved. Page 2 of 2 Policy Number: 107108511 D. the dates of the alleged events; and E. the reasons for anticipating a Claim, any Claim subsequently made against any Insured arising out of such Potential Claim will be deemed to have been made on the date such notice was received by the Company. All notices under this section must be sont or delivered to the Company set forth in ITEM 3 of the Declarations and will be effective upon receipt. IX. RELATED CLAIMS All Claims or Potential Claims for Related Wrongful Acts will be considered as a single Claim or Potential Claim , whichever is applicable. All Claims or Potential Claims for Related Wrongful Acts will be deemed to have been made the date: A. the first of such Claims for Related Wrongful Acts was made; or B. the first notice of such Potential Claim for Related Wrongful Acts was received by the Company, whichever is earlier. X. SUBROGATION In the event of payment under this policy, the Company is subrogated to all of the Insured's rights of recovery against any person or organization to the extent of such payment and the Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing to prejudice such rights. Section X. SUBROGATION does not apply if the Insured, prior to the date a Wrongful Act is committed, has waived its right of recovery for Damages that result from such Wrongful Act. XI. RECOVERIES All recoveries from third parties for payments made under this policy apply, after first deducting the costs and expenses incurred in obtaining such recovery: A. first, to the Company to reimburse the Company for any Deductible amount it has paid on behalf of any Insured; B. second, to the Insured to reimburse the Insured for the amount it has paid which would have been paid hereunder, but for the fact that such amount is in excess of the applicable limit hereunder; C. third, to the Company to reimburse the Company for the amount paid hereunder; and D. fourth, to the Insured in satisfaction of any applicable Deductible paid by the Insured, provided that such recoveries do not include any recovery from insurance, suretyship, reinsurance, security or indemnity taken for the Company's benefit. XII. ACQUISITIONS If, during the Policy Period, the Named Insured acquires or forms an entity that performs Professional Services, coverage will be provided for such acquired or formed entity and its respective Insured Persons for Wrongful Acts committed after the Named Insured acquires or forms such entity. Coverage for such entity will end 90 days after the acquisition or formation of such entity, or the end of the Policy Year, whichever is earlier, unless the Company has agreed to provide such coverage by endorsement. PTC_1001 Ed. 11-08 Printed in U.S.A. _ _ Page 4 of 7