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HomeMy WebLinkAboutCAG2024-296 - Original - GeoEngineers, Inc. - Mill Creek Reestablishment: East Smith St to Central Ave N - 06/18/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Karin Bayes for Jason Barry Public Works Date Sent: Date Required: c 06/14/2024 6/21/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budget Account Number: Grant? Yes NoF71 D20086 Budget? Yes E]No Type: N/A Vendor Name: Category I 11F GeoEngineers, Inc. Contract Vendor Number: Sub-Category: MEL = Original 0 4-0 Project Name: Mill Creek Reestablishment - East Smith St to Central Ave N CProject Details: The Consultant shall provide geotechnical construction support services for `C C the Mill Creek Reestablishment - East Smith Street to Central Avenue North *, project. C Basis for Selection of Contractor: Agreement Amount124 Other w -_ *Memo to Mayor must be attached i r7_ Start Date: 1 day after NTP Termination Date: 12/31/2024 Q Local Business? Yes F—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF—]No CAG2024-296 Comments: H i 3 f0 IM C C a1 Vf � 3 0 Date Received:City Attorney: 6/14/24 Date Routed:Mayor's Office 6/14/24 City Clerk's Office 6/1,' adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements IN rev.20221201 KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and GeoEngineers, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and GeoEngineers, Inc. organized under the laws of the State of Washington, located and doing business at 1101 South Fawcett Avenue, Suite 200, Tacoma, WA 98402, Phone: (253) 722-2443, Contact: Lyle Stone, P.E. (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall provide geotechnical construction support services for the Mill Creek Reestablishment - East Smith Street to Central Avenue North project. For a description, see the Consultant's Scope of Work, which is attached as Exhibit A and incorporated by this reference. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by December 31, 2024. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Fifty Thousand, One Hundred Twenty Four Dollasrs ($50,124), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit B. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the CONSULTANT SERVICES AGREEMENT - 1 (Over$20,000) Consultant voluntarily participates in this Program, the Consultant will be solely responsible for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: By: By-jD Print Name: Lyle J. Stone, PE Print Name: Dana Ralph Its Associate Its Mayor DATE: June 13, 2024 DATE: 06/18/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Lyle Stone, P.E. Chad Bieren, P.E. GeoEngineers, Inc. City of Kent 1101 South Fawcett Avenue 220 Fourth Avenue South Suite 200 Kent, WA 98032 Tacoma, WA 98402 (253) 856-5500 (telephone) (253) 722-2443 (telephone) PublicWorks@KentWa.gov (email) Istone@geoengineers.com email APPROVED AS TO FORM: 0'A& Kent Law Department ATTEST: I �A Kent City Clerk kb-6/12/2024 CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. For: GeoEngineers, Inc. Title: Associate Date: June 13, 2024 EEO COMPLIANCE DOCUMENTS - 4 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City's Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 5 Exhibit A Geoenggineers, Inc. Mill Creek Bank Stabilization Construction Observation and Consultation Dent, Washington May 1, 2024 File No. 0410-225-0 1 Introduction GeoEngineers, Inc. (GeoEng;neers) is pleased to present this scope and Fee estimate to provide geotechnical construction support services for the Mill Creek Bank Stabilization project in Kent, Washington.The City of Kent(City)is planning to complete improvements to reestablish Mill Creek between East Smith Street in the south and Central Avenue North in the north. We understand that the proposed improvements include;grading, new hardscaping, and bank stabilization efforts including a new sheet pile wall. The sheet pile wall is planned to be constructed generally between East Smith Street and East James Street. In this area, Mill Creek runs immediately west of and adjacent to Kennebeck Avenue North. The purpose of the sheet pile wail is to provide long-term support of Kenne beck Avenue North.Our geotechnical design recommendations are provided in our "Geotechnical Engineering Services Report, Mill Creek Bank Stabilization"dated March 14, 2024. Scope of Services The purpose of our services is to provide geotechnical construction observation services and project support that may be needed during construction. For budgeting purposes, we have estimated a number of part-time and full-time site visits based on our experience with projects of similar size and scope, anticipated earthwork activities, and an estimate of working days based an our discussions with the City. The number of site visits estimated should be considered preliminary and could change based on actual construction durations. Our scope of work assumes a total of 19 part-time site visits, plus a contingency. The estimated fee for each part-time site visit is around $1,045, which includes approximately 3 to 4 h0Ur5 on site, travel time, office administrative time to coordinate schedules, preparation and review of field reports and equipment costs. The estimated fee for each full-time site visit is around $1,800, which includes approximately eight 8 to 10 hours on site. It is possible that more than one element of our services can be completed within a single site visit,resulting in cost savings.It is also possible that more site visits and/or longer-duration visits than estimated will be required; this will ultimately depend on the contractor's schedule and amount of consultation needed. We anticipate our scope for geotechnical construction observation services will consist of the items and durations listed below. 1. Attend construction coordination meetings as required and requested. We have budgeted for an Associate Engineer and a Project Engineer to attend one on-site construction meeting(4 hours total, each)during the project. City of Kent I May L 2024 Page 2 2. Review contractor submittals, requests for information (RFIs), and provide ongoing project management and consultation during construction. We anticipate this task will include reviewing submittals including sheet pile wall design and various earthwork materials to confirm they are in accordance with project specifications and our recommendations. We assume up to 6 hours of Associate time and 10 hours of Protect Engineer time for this task. 3. Provide a brief precondition survey of creek banks and pedestrian bridges prior to start of construction. These efforts will also be used to field fit excavation limits around existing infrastructure.We anticipate this will require about 16 hours of Project Engineer field and office tirne. 4. Observe and document sheet pile installation activities. We have budgeted 15 full-time site visits for this task. 5. Observing and evaluating placement and compaction of general fill placement on site, including site grading and backfill. We will evaluate fill compaction by probing, observing a proof-roll and/or performing in-place nuclear density testing, as appropriate. We have budgeted 2 part-time site visits for this task. 6. Observing and evaluating prepared paverent subgrades and base course material for roadway and driveways prior to paving. We will evaluate prepared subgrades and base course by probing, observing a proof-roll, and/or performing in-place nuclear density testing, as appropriate. We do not plan to observe sidewalks or curb subgrades.We have budgeted 2 part-time site visits for this task. 7. Preparing daily field reports for each site visit. The field reports will summarize our observations, opinions and recommendations regarding the observed activities. We will discuss our recommendations, if any, with protect team members on site the day they are developed, prior to leaving the site. 8. Provide additional construction support services as required and requested. We have budgeted for 5 additional part-time site visits, plus an additional 6 hours of Associate Engineer and 10 hours of Project Engineer trme for this task. 9. Conducting geotechnicaI laboratory testing. We have budgeted for 1 modified Proctor test and 1 grain- size analysis test(sieve) to evaluate material proposed for use as fill on site. Assumptions • Site visits will be coordinated with the City of Kent construction team and will not be required every day. ■ We understand that some weekend work could be required. Weekend field work, if required, will be billed for a minimum 8 hours. We have assumed that no night work will be required. Additional site visits may be necessary if earthwork construction occurs over multiple working shifts within a day. ■ our estimate for sheet pile installation assumes that an average of about 9 sheet pile pairs will be installed per day. ■ We have not included concrete or asphalt pavement testing in our fee estimate. ■ We have riot included additional site visits to observe and evaluate subgrades for curb, sidewalk, or other non-roadway hardscaping elements. ReW0410MOI GEoENGINEERS City of Kent I May 1,2024 Page 3 Schedule, Terms and budget We are prepared to begin our extended services upon receipt of notice to proceed and continuing as necessary throughout construction.The extent of our involvement during construction will depend, in part, on the contractor's schedule and any difficulties encountered, including inclement weather. We will maintain contact with the contractor to determine scheduling and attempt to consolidate site visits and be as efficient as possible with our time. The fee for our services will be determined on a time-and-expense basis.We will only charge for the efforts needed and, with the exception of work required outside of normal working hours, there is no minimum charge for a site visit.Our proposed budget is summarized in the attached Exhibit B: Fee Estimate. We will keep you informed of project status and advise you if it appears appropriate to modify the scope and budget. We will not exceed this amount without First notifying you of the circumstances. CJL:US:atk Attachrnent: Exhibit B:Fee Estirnate Proprietary Noliee:file contents of this document are proprietary to GooEngilleers,Inc.and are intended solely for use by our client to evaluate GeoEngineers' capabiIIIres and understanding of project regid Fein ents as they relate to pedonning the services proposed for a specific project.Coples of[Isis document or its contents may no be disclosed to any other parties+vithout the written consent of GeoEngineers. Disclaimer.Any e$eclronic form,fatsi All ite or hard co fly of the origiAat document(ernaR.text.table.and/or figuee).if provided,and aayatiachmenis are orkya Copy Of the original d ow.u Fri eat.The original document Is stored by GenEngiaeP.rs,lac.and wilt serve as the official document of record- Cc pyf I gh 1@ 20211 by GeoEngineers,lac.Atl rights reserved File me,0410.22"1 GEoENGINEER5.�; Exhibit B: Fee Estimate Noll Creek Bank Stabilization Roundabout Construction Support Services Kent,Washington Foie No,0410-225.01 Project Engineer A-gwlate (Cllotan Staff Englneer Lfndgren/Trey Engineer Support (Lyle Stone) Benson) lVarious) (Various) Rate Rate Rate Rate Direct Expenses $252 $234 S154 S136 Total (Nllfeago at Task Description Hoofs Hours Hours Hours Hours S0.67/milo) Fee Estimate Prolecl Menagernmt and ConsaRation Mending Protect Meefing5 wW Precondition Survey 4 20 7e 154 $5.902 Rerrdwrng Suhnuttats.REP,etc. C 10 7 L8 1 S4,364 Esf)mafed rasa Fee $10:2" Part•Tlme Construction Obterration General I III Pletement and Compaction 0-5 1.5 10 12 $2.091 Pavement SwWades and Pavement one Course (.5 LS w 12 =54 S2A81 Estimated Task Fee $41=1 Fult-Time Conatruation Ohsmvstlon Sheet Pile WAiI Installation d 10 ISO iB4 $402 $21.0.1 Estimated Task Pee $27,010 Currttn6en� Par4Tirnp WPM AteeHr M Camiunlap lae needed) 6 10 25 1 42 1134 --1$,21 Estimated Task Fee "2" Other Exyenm i atloratory Analysrs t 1 Proctor 0 S305,l Sieve 6 S150) 0 S455 Estimated Tck0 Fee S455 Tare,UW(iC�OEn6neemS 21 53 1.05 3 Geofngineers Direct Expenses S 11. I I Estlrnated Total Fee S50,124 File No.0410-225-01 F�cibit B I May 1,2024 t of GE6NGINEERS Exhibit C Insurance Requirements Insurance Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Automobile Liability insurance providing bodily injury and property damage liability coverage for all automobiles/vehicles used in the performance of this Agreement. This coverage must be on a primary and non-contributory basis only. Coverage shall be written on ISO form CA 00 01, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Professional Liability or Errors & Omissions insurance appropriate to the Consultant's profession. Workers' Compensation coverage for the employees of Consultant and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $3,000,000 per occurrence, $3,000,000 general aggregate, and $3,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Stop Gap Liability - $1,000,000/$1,000,000/$1,000,000 Waiver of Subrogation Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per occurrence. Professional Liability or Errors & Omissions insurance shall be written with limits no less than $3,000,000 per occurrence, $3,000,000 general aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Consultant's insurance policies and shall not contribute to the Consultant's insurance policies. 2. Consultant's insurer must deliver or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Consultant's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Consultant's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Consultant must notify the City of any cancellation, nonrenewal or termination within two (2) business days of their receipt of such notice. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City waives no rights, and the Consultant is not excused from performance if Consultant fails to provide the City with a copy of the endorsement naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Consultant. Client#: 326119 GEOENINC2 DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 6/13/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT please See Below NAME: USI Insurance Services NW CL PHONE 206 441-6300 FAX 610-362-8530 A/C No Ext: A/C,No 601 Union Street, Suite 1000 E-MAIL Seattle.PLCertRe uest usi.com ADDRESS: q Seattle, WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Charter Oak Fire Insurance Company 25615 INSURED INSURER B:Travelers Property Cas.Co.of America 25674 GeoEngineers, Inc. Farmington Casual Company 41483 INSURER C: 9 Casualty P Y 17425 NE Union Hill Road,Suite 250 Allied World Assurance Co US Inc. 19489 INSURER D: ( ) Redmond,WA 98052 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY X X P6308W600538COF23 6/30/2023 06130/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE �OCCUR PREMISES ERENTED nte $1,000,000 X Stop Gap MED EXP(Anyone person) $10 000 PERSONAL&ADV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X1 JECOT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: Stop Gap $1,000,000 B AUTOMOBILE LIABILITY X X 8108W4832012343G 6/30/2023 06/30/202 Ea aa SINGLE LIMIT cid.,") $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR X X CUP8W6652292343 6/30/2023 06/3012024 EACH OCCURRENCE $1 O 00O 000 EXCESS LIAB CLAIMS-MADE (Follow Form) AGGREGATE $10 00O 000 DED I X RETENTION$10000 $ C WORKERS COMPENSATION X UB9T8195922343G 06/30/2023 06/30/2024 X PER OTH- AND EMPLOYERS'LIABILITY TAT TE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE Includes: E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) MEL/USL&H E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Pollution X X 03138963 6/30/2023 06/30/202 10,000,000 Ea.Condition Liability 10,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: GeoEngineers Project#0410-225-01, Project Name: Mill Creek Bank Stabilization Construction Observation and Consultation, Project Location: Kent,Washington. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to The City of Kent, only when there is a written contract that requires such status, and only with regard to work performed by or on behalf of the named (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Karin Bayes ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S45101296/M40550727 JYEZP DESCRIPTIONS (Continued from Page 1) insured.The General Liability and Automobile Liability policies contain a special endorsement with Primary and Noncontributory wording,when required by written contract.The Umbrella Liability policy follows form of underlying liability.The General Liability policy includes General Aggregate Limit Per Project Endorsement,when required by written contract.The General Liability and Automobile Liability policies include an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. SAGITTA 25.3(2016103) 2 of 2 #S45101296/M40550727 Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II —WHO IS AN (a) The Additional Insured — Owners, Les- INSURED: sees or Contractors — Scheduled Person Any person or organization that: or Organization endorsement CG 20 10 a. You agree in a written contract or agreement to 07 04 or CG 20 10 04 13, the Additional include as an additional insured on this Coverage Insured — Owners, Lessees or Contrac- Part; and tors — Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 04 13, b. Has not been added as an additional insured for or both of such endorsements with either the same project by attachment of an endorse- of those edition dates; or ment under this Coverage Part which includes (b) Either or both of the following: the Addi- such person or organization in the endorsement's tional Insured —Owners, Lessees or Con- schedule; tractors — Scheduled Person Or Organi- is an insured, but: zation endorsement CG 20 10, or the Ad- a. Only with respect to liability for "bodily injury" or ditional Insured — Owners, Lessees or "property damage" that occurs, or for "personal Contractors — Completed Operations en- injury" caused by an offense that is committed, dorsement CG 20 37, without an edition subsequent to the signing of that contract or date of such endorsement specified; agreement and while that part of the contract or the person or organization is an additional in- agreement is in effect; and sured only if the injury or damage is caused, b. Only as described in Paragraph (1), (2) or(3) be- in whole or in part, by acts or omissions of low, whichever applies: you or your subcontractor in the performance (1) If the written contract or agreement specifical- of"your work" to which the written contract or ly requires you to provide additional insured agreement applies; or coverage to that person or organization by (3) If neither Paragraph (1) nor(2) above applies: the use of: (a) The person or organization is an addi- (a) The Additional Insured — Owners, Les- tional insured only if, and to the extent sees or Contractors — (Form B) endorse- that, the injury or damage is caused by ment CG 20 10 11 85; or acts or omissions of you or your subcon- (b) Either or both of the following: the Addi- tractor in the performance of "your work" tional Insured—Owners, Lessees or Con- to which the written contract or agree- tractors — Scheduled Person Or Organi- ment applies; and zation endorsement CG 20 10 10 01, or (b) Such person or organization does not the Additional Insured —Owners, Lessees qualify as an additional insured with re- or Contractors — Completed Operations spect to the independent acts or omis- endorsement CG 20 37 10 01; sions of such person or organization. the person or organization is an additional in- The insurance provided to such additional insured is sured only if the injury or damage arises out subject to the following provisions: of"your work" to which the written contract or a. If the Limits of Insurance of this Coverage Part agreement applies; shown in the Declarations exceed the minimum (2) If the written contract or agreement specifical- limits required by the written contract or agree- ly requires you to provide additional insured ment, the insurance provided to the additional in- coverage to that person or organization by sured will be limited to such minimum required the use of: limits. For the purposes of determining whether CG D6 04 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 this limitation applies, the minimum limits required result in a claim. To the extent possible, such by the written contract or agreement will be con- notice should include: sidered to include the minimum limits of any Um- (a) How, when and where the "occurrence" brella or Excess liability coverage required for the or offense took place; additional insured by that written contract or (b) The names and addresses of any injured agreement. This provision will not increase the persons and witnesses; and limits of insurance described in Section III — Limits Of Insurance. (c) The nature and location of any injury or b. The insurance provided to such additional insured damage arising out of the "occurrence" or does not apply to: offense. (1) Any "bodily injury", "property damage" or (2) If a claim is made or "suit" is brought against "personal injury" arising out of the providing, the additional insured: or failure to provide, any professional archi- (a) Immediately record the specifics of the tectural, engineering or surveying services, claim or"suit" and the date received; and including: (b) Notify us as soon as practicable and see (a) The preparing, approving, or failing to to it that we receive written notice of the prepare or approve, maps, shop draw- claim or"suit" as soon as practicable. ings, opinions, reports, surveys, field or- (3) Immediately send us copies of all legal pa- ders or change orders, or the preparing, pers received in connection with the claim or approving, or failing to prepare or ap- "suit", cooperate with us in the investigation prove, drawings and specifications; and or settlement of the claim or defense against (b) Supervisory, inspection, architectural or the "suit", and otherwise comply with all policy engineering activities. conditions. (2) Any "bodily injury" or "property damage" (4) Tender the defense and indemnity of any caused by "your work" and included in the claim or "suit" to any provider of other insur- "products-completed operations hazard" un- ance which would cover such additional fin- less the written contract or agreement specifi- sured for a loss we cover. However, this con- cally requires you to provide such coverage dition does not affect whether the insurance for that additional insured during the policy provided to such additional insured is primary period. to other insurance available to such additional c. The additional insured must comply with the fol- insured which covers that person or organiza- lowing duties: tion as a named insured as described in Par- (1) Give us written notice as soon as practicable agraph 4., Other Insurance, of Section IV — of an "occurrence" or an offense which may Commercial General Liability Conditions. Page 2 of 2 ©2017 The Travelers Indemnity Company.All rights reserved. CG D6 04 02 19 Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered. in the"coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed "our" refer to the company providing this insurance. under Paragraph 1. of Section II — Who Is An Insured and no employee authorized The word "insured" means any person or organization by you to give or receive notice of an qualifying as such under Section II — Who Is An "occurrence" or claim knew that the "bodily Insured. injury" or "property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insuredor authorized "employee" knew, prior to the marks have special meaning. Refer to Section V — policy period, that the "bodily injury" or Definitions. "property damage" occurred, then any SECTION I—COVERAGES continuation, change or resumption of such COVERAGE A—BODILY INJURY AND PROPERTY "bodily injury" or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to 1. Insuring Agreement have been known prior to the policy period. a. We will pay those sums that the insured c. "Bodily injury" or "property damage" which becomes legally obligated to pay as damages occurs during the policy period and was not, because of "bodily injury" or"property damage" prior to the policy period, known to have to which this insurance applies. We will have occurred by any insured listed under Paragraph the right and duty to defend the insured against 1. of Section II — Who Is An Insured or any any "suit" seeking those damages. However, "employee" authorized by you to give or receive we will have no duty to defend the insured notice of an "occurrence" or claim, includes any against any "suit" seeking damages for "bodily continuation, change or resumption of that injury" or "property damage" to which this "bodily injury" or "property damage" after the insurance does not apply. We may, at our end of the policy period. discretion, investigate any "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit"that may result. But: deemed to have been known to have occurred (1) The amount we will pay for damages is at the earliest time when any insured listed limited as described in Section III — Limits under Paragraph 1. of Section II — Who Is An Of Insurance; and Insured or any"employee" authorized by you to give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or settlements under Coverages A or B or injury" or "property damage" to us or any other insurer; medical expenses under Coverage C. No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily explicitly provided for under Supplementary injury" or"property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 e. Damages because of "bodily injury" include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. any time from the"bodily injury'. This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, This insurance does not apply to: serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury" or"property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury"to: of the contract or agreement; or (1) An "employee" of the insured arising out of (2) Assumed in a contract or agreement that is and in the course of: an "insured contract", provided that the "bodily injury" or"property damage" occurs (a) Employment by the insured; or subsequent to the execution of the contract (b) Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph (1)above. other than an insured will be deemed to be damages because of "bodily injury' or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury. been assumed in the same "insured contract"; and This exclusion does not apply to liability (b) Such attorneys' fees and litigation assumed by the insured under an "insured contract". expenses are for defense of that party against a civil or alternative dispute f. Pollution resolution proceeding in which (1) "Bodily injury" or"property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury" or "property damage" for which (a) At or from any premises, site or any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury' if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (ii) "Bodily injury" or "property vehicle part designed to hold, store damage" for which you may be or receive them. This exception held liable, if you are a contractor does not apply if the "bodily injury" and the owner or lessee of such or "property damage" arises out of premises, site or location has been the intentional discharge, dispersal added to your policy as an or release of the fuels, lubricants additional insured with respect to or other operating fluids, or if such your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured; or subcontractor; (iii) "Bodily injury" or "property (ii) "Bodily injury' or "property damage" arising out of heat, damage" sustained within a smoke or fumes from a "hostile building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii) "Bodily injury' or "property damage" arising out of heat, time transported, handled, stored, smoke or fumes from a "hostile treated, disposed of, or processed as fire"; or waste by or for: (i) Any insured; or (e) At or from any premises, site or (ii) Any person or organization for location on which any insured or any whom you may be legally contractors or subcontractors working directly or indirectly on any insured's responsible; behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any: contractor or subcontractor. However, (a) Request, demand, order or statutory or this subparagraph does not apply to: regulatory requirement that any insured (i) "Bodily injury' or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of, "pollutants"; or CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, (6) An aircraft that is: detoxifying or neutralizing, or in any way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft, Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or "property damage" arising out property for a charge. of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising out watercraft owned or operated by or rented or of: loaned to any insured. Use includes operation and "loading or unloading". (1) The transportation of "mobile equipment" by an "auto" owned or operated by or This exclusion applies even if the claims rented or loaned to any insured; or against any insured allege negligence or other wrongdoing in the supervision, hiring, (2) The use of "mobile equipment" in, or while employment, training or monitoring of others by in practice for, or while being prepared for, that insured, if the "occurrence" which caused any prearranged racing, speed, demolition, the"bodily injury" or"property damage" involved or stunting activity. the ownership, maintenance, use or i. War entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising out watercraft that is owned or operated by or of: rented or loaned to any insured. (1) War, including undeclared or civil war; This exclusion does not apply to: (2) Warlike action by a military force, including (1) A watercraft while ashore on premises you action in hindering or defending against an own or rent; actual or expected attack, by any (2) A watercraft you do not own that is: government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. "auto" is not owned by or rented or loaned j• Damage To Property to you or the insured; "Property damage"to: (4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract"for the ownership, maintenance or including any costs or expenses incurred use of aircraft or watercraft; by you, or any other person, organization or (5) "Bodily injury" or"property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance of such property for any reason, including (a) The operation of machinery or prevention of injury to a person or damage equipment that is attached to, or part to another's property; of, a land vehicle that would qualify as "mobile equipment" under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility (3) Property loaned to you; law, or other motor vehicle insurance (4) Personal property in the care, custody or law, where it is licensed or principally control of the insured; garaged; or Page 4 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if In. Recall Of Products,Work Or Impaired the "property damage" arises out of those Property operations; or Damages claimed for any loss, cost or expense (6) That particular part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, recall, inspection, repair, because "your work" was incorrectly replacement, adjustment, removal or disposal performed on it. of: Paragraphs (1), (3) and (4) of this exclusion do (1) "Your product"; not apply to "premises damage". A separate (2) "Your work"; or limit of insurance applies to"premises damage" as described in Paragraph 6. of Section III — (3) "Impaired property"; Limits Of Insurance. if such product, work, or property is withdrawn Paragraph (2) of this exclusion does not apply if or recalled from the market or from use by any the premises are "your work" and were never person or organization because of a known or occupied, rented or held for rental by you. suspected defect, deficiency, inadequacy or Paragraphs (3), (4), (5) and (6) of this dangerous condition in it. exclusion do not apply to liability assumed o. Personal And Advertising Injury under a sidetrack agreement. "Bodily injury" arising out of "personal and Paragraph (6) of this exclusion does not apply advertising injury". to "property damage" included in the "products- p. Electronic Data completed operations hazard". Damages arising out of the loss of, loss of use k. Damage To Your Product of, damage to, corruption of, inability to access, "Property damage" to "your product" arising out or inability to manipulate"electronic data". of it or any part of it. However, this exclusion does not apply to I. Damage To Your Work liability for damages because of"bodily injury". "Property damage" to "your work" arising out of q. Unsolicited Communication it or any part of it and included in the"products- "Bodily injury" or "property damage" arising out completed operations hazard". of any actual or alleged violation of any law that This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting work or the work out of which the damage or distributing of"unsolicited communication". arises was performed on your behalf by a subcontractor. r. Access Or Disclosure Of Confidential Or Personal Information m. Damage To Impaired Property Or Property Not Physically Injured "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's "Property damage" to "impaired property" or or organization's confidential or personal property that has not been physically injured, information. arising out of: s. Asbestos (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or (1) "Bodily injury" or"property damage" arising "your work"; or out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the "bodily injury" or "property damage" is This exclusion does not apply to the loss of use caused or contributed to by the hazardous of other property arising out of sudden and properties of asbestos. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 (2) "Bodily injury" or"property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a), (b), or(c)above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the"bodily injury". "suit" which also alleges any "bodily injury" Exclusions c. through In. do not apply to "premises or If damage" described in damage". A separate limit of insurance applies to Paragraph (1) above. "premises damage" as described in Paragraph 6. of (3) Any loss, cost or expense arising out of Section III—Limits Of Insurance. any: COVERAGE B—PERSONAL AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and person or organization because of advertising injury" to which this insurance does testing for, monitoring, cleaning up, not apply. We may, at our discretion, removing, containing, treating, investigate any offense and settle any claim or detoxifying or neutralizing, or in any "suit"that may result. But: way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance; and t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury"to: have used up the applicable limit of (1) A person arising out of any: insurance in the payment of judgments or (a) Refusal to employ that person; settlements under Coverages A or B or (b) Termination of that person's medical expenses under Coverage C. employment; or No other obligation or liability to pay sums or (c) Employment-related practice, policy, perform acts or services is covered unless act or omission, such as coercion, explicitly provided for under Supplementary demotion, evaluation, reassignment, Payments. discipline, failure to promote or b. This insurance applies to "personal and advance, harassment, humiliation, advertising injury" caused by an offense arising discrimination, libel, slander, violation out of your business but only if the offense was of the person's right of privacy, committed in the "coverage territory" during the malicious prosecution or false arrest, policy period. detention or imprisonment applied to or 2. Exclusions directed at that person, regardless of whether such practice, policy, act or This insurance does not apply to: omission occurs, is applied or is a. Knowing Violation Of Rights Of Another committed before, during or after the "Personal and advertising injury" caused by or time of that person's employment; or at the direction of the insured with the (2) The spouse, child, parent, brother or sister knowledge that the act would violate the rights of that person as a consequence of"bodily of another and would inflict "personal and injury" to that person at whom any of the advertising injury'. Page 6 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 This exclusion does not apply to "personal against a civil or alternative dispute injury" caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge Of damages to which this insurance Falsity applies are alleged. "Personal and advertising injury" arising out of f. Breach Of Contract oral or written publication, including publication "Advertising injury" arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of g. Quality Or Performance Of Goods—Failure its falsity. To Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure of Period goods, products or services to conform with (1) "Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or "Advertising injury" arising out of the wrong description of the price of goods, products or (2) "Advertising injury" arising out of services stated in your"advertisement". infringement of copyright, "title" or"slogan" in your "advertisement" whose first i. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other d. Criminal Acts "personal and advertising injury" alleged in any claim or "suit" that also alleges any such "Personal and advertising injury" arising out of a infringement or violation: criminal act committed by or at the direction of the insured. (1) Copyright; e. Contractual Liability (2) Patent; "Personal and advertising injury" for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name; agreement. This exclusion does not apply to (5) Trademark; liability for damages: (6) Trade secret; or (1) That the insured would have in the absence of the contract or agreement; or (7) Other intellectual property rights or laws. (2) Because of "personal injury" assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury" arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury" "insured contract", reasonable attorneys' alleged in any claim or "suit" that also fees and necessary litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or "slogan" in insured will be deemed to be damages your"advertisement". because of"personal injury", provided that: j. Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that party's defense has also "Personal and advertising injury" caused by an been assumed by you in the same offense committed by an insured whose Insured contract"; and business is: (b) Such attorneys' fees and litigation expenses are for defense of that party (1) Advertising, "broadcasting" or publishing; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 (2) Designing or determining content of neutralizing, or in any way responding to, or websites for others; or assessing the effects of, "pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury" arising out of: However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3) of the definition of "personal injury'. (2) Warlike action by a military force, including action in hindering or defending against an For the purposes of this exclusion: actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or (3) Insurrection, rebellion, revolution, usurped newsletters about your goods, products or power, or action taken by governmental services will not be considered the authority in hindering or defending against business of publishing; and any of these. (2) The placing of frames, borders or links, or p. Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting or distributing of"unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidential Or "Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury" arising out of insured hosts or owns, or over which the any access to or disclosure of any person's or insured exercises control. organization's confidential or personal I. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1) "Personal and advertising injury" arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed "Personal and advertising injury" arising out of to by the hazardous properties of asbestos. the actual, alleged or threatened discharge, (2) "Personal and advertising injury" arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants" at anytime. alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or In. Pollution-Related contaminant, including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes, acids, alkalis, chemicals and (1) Request, demand, order or statutory or waste, and that are part of any claim or regulatory requirement that any insured or "suit" which also alleges any"personal and others test for, monitor, clean up, remove, advertising injury" described in Paragraph contain, treat, detoxify or neutralize, or in (1) above. any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (a) The accident takes place in the "coverage (b) Claim or suit by or on behalf of any territory" and during the policy period; governmental authority or any other person or organization because of (b) The expenses are incurred and reported to testing for, monitoring, cleaning up, us within one year of the date of the removing, containing, treating, accident; and detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury"to: applicable limit of insurance. We will pay (1) A person arising out of any: reasonable expenses for: (1) First aid administered at the time of an (a) Refusal to employ that person; accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services, including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, (3) Necessary ambulance, hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or advance, harassment, humiliation, 2. Exclusions discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premises time of that person's employment; or To a person injured on that part of premises (2) The spouse, child, parent, brother or sister you own or rent that the person normally of that person as a consequence of occupies. "personal injury" to that person at whom any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the"bodily injury" are This exclusion applies whether the insured may payable or must be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the"personal injury". To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games, sports, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for"bodily injury" caused by an accident: Included within the "products-completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured 1. We will pay, with respect to any claim we contract"; investigate or settle, or any"suit" against an insured d. The allegations in the "suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur. the interests of the insured and the interests of b. Up to$2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds. we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these (1) Agrees in writing to: bonds. (a) Cooperate with us in the investigation, d. All reasonable expenses incurred by the settlement or defense of the"suit"; insured at our request to assist us in the (b) Immediately send us copies of any investigation or defense of the claim or "suit", demands, notices, summonses or legal including actual loss of earnings up to $500 a papers received in connection with the day because of time off from work. "suit"; e. All court costs taxed against the insured in the (c) Notify any other insurer whose "suit". However, these payments do not include coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and against the insured. (d) Cooperate with us with respect to f. Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2) Provides us with written authorization to: insurance, we will not pay any prejudgment interest based on that period of time after the (a) Obtain records and other information related to the"suit"; and offer. g. All interest on the full amount of any judgment (b) Conduct and control the defense of the that accrues after entry of the judgment and indemnitee in such "suit". before we have paid, offered to pay, or So long as the above conditions are met, attorneys' deposited in court the part of the judgment that fees incurred by us in the defense of that is within the applicable limit of insurance. indemnitee, necessary litigation expenses incurred These payments will not reduce the limits of by us and necessary litigation expenses incurred by insurance. the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the 2. If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2) of Section I — indemnitee of the insured is also named as a party Coverages — Coverage A — Bodily Injury And to the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e. of the following conditions are met: Section I — Coverages — Coverage B — Personal a. The "suit" against the indemnitee seeks And Advertising Injury Liability, such payments will damages for which the insured has assumed not be deemed to be damages for "bodily injury", the liability of the indemnitee in a contract or "property damage" or "personal injury", and will not agreement that is an "insured contract"; reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co-"employee" or are no longer met. "volunteer worker" as a consequence SECTION II—WHO IS AN INSURED of Paragraph (1)(a)above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph b. A partnership or joint venture, you are an (1)(a)or(b) above; or insured. Your members, your partners, and (d) Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c) managers are insureds, but only with respect to and (d) above do not apply to bodily injury arising out of providing or failing to provide their duties as your managers. first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your "executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage"to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership, joint venture or limited purpose by; liability company) or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for acts workers", any partner or member(if you are within the scope of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are insureds for: b. Any person (other than your "employee" or "volunteer worker"), or any organization, while (1) "Bodily injury" or"personal injury": acting as your real estate manager. (a) To you, to your partners or members (if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only: liability company), to a co-"employee" while in the course of his or her (1) With respect to liability arising out of the employment or performing duties maintenance or use of that property; and related to the conduct of your (2) Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations, whichever are less. property for a charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury", "property advertising injury" arising out of an offense damage", or"personal and advertising injury"that: committed before you acquired or formed the a. Is "bodily injury" or "property damage" that organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section II — caused by an offense that is committed, Who Is An Insured, each such organization will be subsequent to the signing of that contract or deemed to be designated in the Declarations as: agreement; and b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor. as indicated in its name or the documents that The insurance provided to such equipment lessor is govern its structure. subject to the following provisions: a. The limits of insurance provided to such 4. Any person or organization that is a premises equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b. The insurance provided to such equipment advertising injury"that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II—Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of "bodily injury" sustained by any one person. a. Insureds; The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the 2. The General Aggregate Limit is the most we will pay Declarations, unless the policy period is extended after for the sum of: issuance for an additional period of less than 12 months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of"bodily injury' or"property damage" SECTION IV—COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2 Duties In The Event Of Occurrence Offense damage" included in the "products-completed ' Claim Or Suit operations hazard". 4. Subject to Paragraph 2. above, the Personal And a. You must see to it that we are notified as soon Advertising Injury Limit is the most we will pay as practicable of an "occurrence" or an offense under Coverage B for the sum of all damages which may result in a claim. To the extent because of all "personal injury" and "advertising possible, notice should include: injury"sustained by any one person or organization. (1) How, when and where the "occurrence" or 5. Subject to Paragraph 2. or 3. above, whichever offense took place; applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or b. Medical expenses under Coverage C; damage arising out of the "occurrence" or offense. because of all "bodily injury" and "property damage" arising out of any one"occurrence". b. If a claim is made or "suit" is brought against any insured, you must: For the purposes of determining the applicable (1) Immediately record the specifics of the Each Occurrence Limit, all related acts or omissions committed in providing or failing to claim or"suit" and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one You must see to it that we receive written notice "occurrence". of the claim or"suit" as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will (1) Immediately send us copies of any pay under Coverage A for damages because of demands, notices, summonses or legal "premises damage" to any one premises. The papers received in connection with the Damage To Premises Rented To You Limit will be: claim or"suit"; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv) A trustee of any trust; settlement of the claim or defense against the"suit"; and that is your partner, joint venture member, manager or trustee; or (4) Assist us, upon our request, in the (b) Any employee authorized by such enforcement of any right against any person or organization which may be liable partnership, joint venture, limited to the insured because of injury or damage liability company, trust or other organization to give notice of an to which this insurance may also apply. "occurrence" or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid, without our consent. soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for"bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of"pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e.does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence" or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a"suit" asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the"occurrence" or offense is known by: an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this Coverage Part or that are in excess of the (i) A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative. Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Of Each Section II — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy; (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 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, any information provided by 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 do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. 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 expiration 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 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 2. "Advertising injury": b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or instructional, music or news programming disparages a person's or organization's being transmitted; or goods, products or services, provided that the claim is made or the"suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to have had its goods, products or services 6. "Coverage territory" means: disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your"advertisement"that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a. above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or"slogan" damage arises out of: in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or "slogan". (2) The activities of a person whose home is in the territory described in Paragraph a. b. Includes "bodily injury" caused by one or more above, but is away for a short time on your of the offenses described in Paragraph a. business; or above. (3) "Personal and advertising injury" offenses 3. "Auto" means: that take place through the Internet or a. A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to pay any attached machinery or equipment; or damages is determined in a "suit" on the merits in b. Any other land vehicle that is subject to a the territory described in Paragraph a. above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is licensed or principally garaged. 7. "Electronic data" means information, facts or However, "auto" does not include "mobile programs stored as or on, created or used on, or transmitted to or from computer software (including equipment". systems and applications software), hard or floppy 4. "Bodily injury' means: disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional 8. "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a"temporary worker'. physical harm, sickness or disease. 9. "Executive officer" means a person holding any of 5. "Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose: constitution, bylaws or any other similar governing a. By radio or television; or document. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was (a) Preparing, approving, or failing to intended to be. prepare or approve, maps, shop 12. "Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; b. You have failed to fulfill the terms of a contract or or agreement; (3) Under which the insured, if an architect, if such property can be restored to use by the engineer or surveyor, assumes liability for repair, replacement, adjustment or removal of "your an injury or damage arising out of the product" or"your work" or your fulfilling the terms of insured's rendering or failure to render the contract or agreement. professional services, including those listed in Paragraph (2) above and supervisory, 13. "Insured contract" means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker" b. A sidetrack agreement; does not include a"temporary worker". c. Any easement or license agreement, except in 15. "Loading or unloading" means the handling of connection with construction or demolition property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is d. An obligation, as required by ordinance, to accepted for movement into or onto an aircraft, indemnify a municipality, except in connection watercraft or"auto"; with work for a municipality; b. While it is in or on an aircraft, watercraft or e. An elevator maintenance agreement; "auto"; or f. That part of any other contract or agreement c. While it is being moved from an aircraft, pertaining to your business (including an watercraft or "auto" to the place where it is indemnification of a municipality in connection finally delivered; with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or"auto". or organization. Tort liability means a liability 16. "Mobile equipment" means any of the following that would be imposed by law in the absence of types of land vehicles, including any attached any contract or agreement. machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or resurfacing 18. "Personal and advertising injury' means "personal equipment such as graders, scrapers or injury' or"advertising injury". rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury', maintained primarily to provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: (1) False arrest, detention or imprisonment; (1) Air compressors, pumps and generators, (2) Malicious prosecution; including spraying, welding, building cleaning, geophysical exploration, lighting (3) The wrongful eviction from, wrongful entry and well servicing equipment; or into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction, wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo. landlord or lessor of that room, dwelling or However, self-propelled vehicles with the premises; following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered "autos": that slanders or libels a person or (1) Equipment designed primarily for: organization or disparages a person's or organization's goods, products or services, (a) Snow removal; provided that the claim is made or the"suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c) Street cleaning; that claims to have had its goods, products (2) Cherry pickers and similar devices or services disparaged; or mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material (3) Air compressors, pumps and generators, that: including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. However, "mobile equipment" does not include any (b) Unreasonably places a person in a land vehicle that is subject to a compulsory or false light. financial responsibility law, or other motor vehicle b. Includes "bodily injury" caused by one or more insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos". 20. "Pollutants" mean any solid, liquid, gaseous or 17. "Occurrence" means: thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage"to completed. any premises while rented to you for a period of more than seven consecutive days, or while b. Does not include "bodily injury" or "property temporarily occupied by you with permission of damage" arising out of: the owner, caused by: (1) The transportation of property, unless the (1) Fire; injury or damage arises out of a condition in (2) Explosion; or on a vehicle not owned or operated by you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any (4) Smoke resulting from fire, explosion or insured; lightning; or (2) The existence of tools, uninstalled (5) Water. equipment or abandoned or unused But "premises damage" under this Paragraph materials; or b. does not include "property damage" to any (3) Products or operations for which the premises caused by: classification, listed in the Declarations or in a policy Schedule, states that products- (1) Rupture, bursting, or operation of pressure completed operations are subject to the relief devices; General Aggregate Limit. (2) Rupture or bursting due to expansion or 23. "Property damage" means: swelling of the contents of any building or structure caused by or resulting from water; a. Physical injury to tangible property, including all or resulting loss of use of that property. All such loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injury that caused it; or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be a. Includes all "bodily injury" and "property deemed to occur at the time of the "occurrence" damage" occurring away from premises you that caused it. own or rent and arising out of"your product" or For the purposes of this insurance, "electronic data" "your work" except: is not tangible property. (1) Products that are still in your physical 24. "Slogan": possession; or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising. abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to be done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages (a) You; because of "bodily injury', "property damage" or (b) Others trading under your name; or "personal and advertising injury' to which this insurance applies are alleged. "Suit" includes: (c) A person or organization whose business or assets you have acquired; a. An arbitration proceeding in which such and damages are claimed and to which the insured (2) Containers (other than vehicles), materials, must submit or does submit with our consent; parts or equipment furnished in connection or with such goods or products. b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are claimed and to which the insured submits with our (1) Warranties or representations made at any consent. time with respect to the fitness, quality, durability, performance or use of "your 26. "Temporary worker' means a person who is product"; and furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions. warnings or instructions. 27. "Title" means a name of a literary or artistic work. c. Does not include vending machines or other property rented to or located for the use of 28. "Unsolicited communication" means any others but not sold. communication, in any form, that the recipient of such communication did not specifically request to 31. "Your work": receive. a. Means: 29. "Volunteer worker' means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of (2) Materials, parts or equipment furnished in duties determined by you, and is not paid a fee, connection with such work or operations. salary or other compensation by you or anyone else for their work performed for you. b. Includes: 30. "Your product": (1) Warranties or representations made at any time with respect to the fitness, quality, a. Means: durability, performance or use of "your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, (2) The providing of or failure to provide distributed or disposed of by: warnings or instructions. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured —Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To Premises C. Who Is An Insured — Retired Partners, Members, Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured —Controlling Interest M. Blanket Waiver Of Subrogation —When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising out of providing or failing to provide first aid personal and advertising injury caused by an or"Good Samaritan services" by any of your offense committed: retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury": a. A limited liability company; (a) To you, to your current or retired b. An organization other than a partnership, partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other current or retired directors or govern its structure. "employees" while in the course of his or C. WHO IS AN INSURED— RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" while performing duties related to the SECTION II—WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker' as a consequence of or while performing duties related to the conduct Paragraph (2)(a) above; of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) "Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members services. (if you are a limited liability company) or to your current directors; (3) "Property damage" to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph of, or over which physical control is (1)(a) above; being exercised for any purpose by; (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy#: P-630-8W600538-COF-23 COMMERCIAL GENERAL LIABILITY Effective: 06/30/2023-06/30/2024 D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not c. A trust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED— NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of or form the organization or the end SECTION II —WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization; and respect to its liability as mortgagee, assignee, successor or receiver for"bodily injury", "property c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II —WHO IS medical services", first aid or "Good AN INSURED: Samaritan services" to a person, unless you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, nurse assistant, emergency medical authorization: advertising signs, awnings, technician, paramedic, athletic trainer, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 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.(1) 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 to be one "occurrence". The following is added to Paragraph 4.b., 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.b., 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. COMMERCIAL GENERAL LIABILITY Policy#: P-630-8W600538-COF-23 Effective: 06/30/2023-06/30/2024 N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: P-630-8W600538-COF-23 ISSUE DATE: 06/30/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL AGGREGATE LIMIT OTHER THAN PROJECTS AND DESIGNATED PROJECT AND LOCATION AGGREGATE LIMITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE— LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS LIMITS OF INSURANCE Total Aggregate Limit $ 10,000,000 (Other Than Projects and Products-Completed Operations) Designated Location Aggregate Limit $ 10,000,000 (Other Than Products-Completed Operations) Designated Project Aggregate Limit $ 10,000,000 (Other Than Products-Completed Operations) General Aggregate Limit $ 10,000,000 (Other Than Products-Completed Operations) Designated Projects: As required by written contract Desianated Locations: As required by written contract PROVISIONS 1. The General Aggregate Limit (Other Than 1. The Limits of Insurance shown in the Products-Completed Operations) shown in the Declarations or the Schedule — Limits Of Declarations is replaced by the Limits of Insurance And Designated Projects And Insurance shown in the Schedule — Limits Of Locations, whichever apply, and the rules Insurance And Designated Projects And below fix the most we will pay regardless of Locations. the number of: 2. The following replaces Paragraph 1. of SECTION a. Insureds; III—LIMITS OF INSURANCE: b. Claims made or"suits" brought; CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Persons or organizations making claims under Coverage B. Instead, the or bringing "suits"; or General Aggregate Limit described in d. "Projects" or"locations". Paragraph 2.d. below applies to such 3. The following replaces Paragraph 2. of SECTION damages. III—LIMITS OF INSURANCE: (5) Any payments made for damages or medical expenses to which the 2. a. The Total Aggregate Limit shown in the Designated Project Aggregate Limit Schedule — Limits Of Insurance And applies will reduce the Designated Designated Projects And Locations is the Project Aggregate Limit for the most we will pay for the sum of all applicable "project". Such payments amounts under the Designated Location will not reduce the Total Aggregate Aggregate Limit and all amounts under Limit, the General Aggregate Limit the General Aggregate Limit. This described in Paragraph 2.d. below, includes: the Designated Project Aggregate (1) Damages under Coverage A, except Limit for any other "project" or the damages because of"bodily injury" or Designated Location Aggregate Limit. "property damage" included in c. Subject to the Total Aggregate Limit the "products-completed operations described in Paragraph 2.a. above, the hazard"; Designated Location Aggregate Limit (2) Damages under Coverage B; and shown in the Schedule — Limits Of (3) Medical expenses under Coverage C. Insurance And Designated Projects And b. The Designated Project Aggregate Limit Locations applies and is further subject to shown in the Schedule — Limits Of all of the following provisions: Insurance And Designated Projects And (1) The Designated Location Aggregate Locations applies and is further subject to Limit is the most we will pay for the all of the following provisions: sum of: (1) The Designated Project Aggregate (a) Damages under Coverage A Limit is the most we will pay for the because of "bodily injury" and sum of: "property damage" caused by (a) Damages under Coverage A "occurrences"; and because of "bodily injury" and (b) Medical expenses under "property damage" caused by Coverage C for "bodily injury" "occurrences"; and caused by accidents; (b) Medical expenses under that can be attributed only to Coverage C for "bodily injury" operations at a single "location". caused by accidents; that can be attributed only to (2) The Designated Location Aggregate operations at a single "project". Limit applies separately to each "location". (2) The Designated Project Aggregate Limit applies separately to each (3) The Designated Location Aggregate "project". Limit does not apply to damages because of"bodily injury" or"property (3) The Designated Project Aggregate damage" included in the "products- Limit does not apply to damages completed operations hazard". because of"bodily injury" or"property Instead, the Products-Completed damage" included in the "products- Operations Aggregate Limit completed operations hazard". Instead, the Products-Completed described in Paragraph 3. below Operations Aggregate Limit applies to such damages. described in Paragraph 3. below (4) The Designated Location Aggregate applies to such damages. Limit does not apply to damages (4) The Designated Project Aggregate under Coverage B. Instead, the Limit does not apply to damages General Aggregate Limit described in Page 2 of 3 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 69 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY Paragraph 2.d. below applies to such General Aggregate Limit applies will damages. reduce: (5) Any payments made for damages or (a) The Total Aggregate Limit; and medical expenses to which the Designated Location Aggregate Limit (b) The General Aggregate Limit. applies will reduce: Such payments will not reduce the (a) The Total Aggregate Limit; and Designated Project Aggregate Limit (b) The Designated Location for any "project" or the Designated Aggregate Limit for the applicable Location Aggregate Limit for any "location". "location". Such payments will not reduce the 4. The following replaces Paragraph 3. of SECTION General Aggregate Limit described in III —LIMITS OF INSURANCE: Paragraph 2.d. below, the 3. The Products-Completed Operations Aggre- Designated Project Aggregate Limit gate Limit shown in the Declarations is the or the Designated Location most we will pay under Coverage A for Aggregate Limit for any other damages because of "bodily injury" or "location". "property damage" included in the "products- d. Subject to the Total Aggregate Limit completed operations hazard". Any payments described in Paragraph 2.a. above, the made for such damages will not reduce the General Aggregate Limit shown in the Total Aggregate Limit, the General Aggregate Schedule — Limits Of Insurance And Limit, the Designated Project Aggregate Limit Designated Projects And Locations for any "project" or the Designated Location applies and is further subject to all of the Aggregate Limit for any"location". following provisions: 5. The following is added to the DEFINITIONS (1) The General Aggregate Limit is the Section: most we will pay for the sum of: "Location" means any designated location shown (a) Damages under Coverage A in the Schedule — Limits Of Insurance And because of "bodily injury" and Designated Projects and Locations that is owned "property damage" caused by by or rented to you. For the purposes of "occurrences", and medical determining the applicable aggregate limit of expenses under Coverage C for insurance, each "location" that includes a „ premises involving the same or connecting lots, bodily injury caused by or premises whose connection is interrupted only accidents, that cannot be attributed only to operations at a by a street, roadway or waterway, or by a right-of- single "project" or a single way of a railroad, will be considered a single "location"; and "location". (b) Damages under Coverage B. "Project" means any designated project shown in the Schedule — Limits Of Insurance And (2) The General Aggregate Limit does Designated Projects And Locations that is away not apply to damages for "bodily from premises owned by or rented to you and at injury" or "property damage" included which you are performing operations pursuant to in the "products-completed oper- a contract or agreement. For the purposes of ations hazard". Instead, the determining the applicable aggregate limit of Products-Completed Operations insurance, each "project"that includes a premises Aggregate Limit described in involving the same or connecting lots, or Paragraph 3. below applies to such premises whose connection is interrupted only by damages. a street, roadway or waterway, or by a right-of- (3) Any payments made for damages or way of a railroad, will be considered a single medical expenses to which the "project". CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy#: 810-8W483201-23-43-G COMMERCIAL AUTO Effective: 06/30/2023-06/30/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — LIABILITY CONDITIONS: COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Liability Coverage, organization, that is signed by you before the but only for damages to which this insurance "bodily injury" or "property damage" occurs and applies and only to the extent of that person's or that is in effect during the policy period, requires organization's liability for the conduct of another this insurance to be primary and non-contributory. "insured". CA T4 74 08 17 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy#: 810-8W483201-23-43-G COMMERCIAL AUTO Effective: 06/30/2023-06/30/2024 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 With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE— INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION C. EMPLOYEE HIRED AUTO EXPENSES —INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL EFFECTS E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE LOSS COVERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G.WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED as an additional insured for Liability Coverage, The following is added to Paragraph A.1., Who Is but only for damages to which this insurance An Insured, of SECTION II — LIABILITY applies and only to the extent of that person's or COVERAGE: organization's liability for the conduct of another "insured". Any organization you newly acquire or form during the policy period over which you maintain C. EMPLOYEE HIRED AUTO 50% or more ownership interest and that is not 1. The following is added to Paragraph A.1., separately insured for Business Auto Coverage. Who Is An Insured, of SECTION II — Coverage under this provision is afforded only LIABILITY COVERAGE: until the 180th day after you acquire or form the organization or the end of the policy period, An "employee" of yours is an "insured" while whichever is earlier. operating an "auto" hired or rented under a contract or agreement in that "employee's" B. BLANKET ADDITIONAL INSURED name, with your permission, while performing The following is added to Paragraph c. in A.1., duties related to the conduct of your Who Is An Insured, of SECTION II — LIABILITY business. COVERAGE: 2. The following replaces Paragraph b. in B.5., This includes any person or organization who you Other Insurance, of SECTION IV — are required under a written contract or BUSINESS AUTO CONDITIONS: agreement between you and that person or organization, that is signed by you before the b. For Hired Auto Physical Damage "bodily injury" or "property damage" occurs and Coverage, the following are deemed to be that is in effect during the policy period, to name covered "autos" you own: CA T3 53 08 17 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO Policy#: 810-8W483201-23-43-G Effective: 06/30/2023-06/30/2024 (1) Any covered "auto" you lease, hire, liability company) or members of their rent or borrow; and households. (2) Any covered "auto" hired or rented by (1) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while of the United States of America, Puerto performing duties related to the Rico and Canada: conduct of your business. (a) You must arrange to defend the However, any"auto"that is leased, hired, "insured" against, and investigate or rented or borrowed with a driver is not a settle any such claim or "suit" and covered "auto". keep us advised of all proceedings D. EMPLOYEES AS INSURED and actions. The following is added to Paragraph A.1., Who Is (b) Neither you nor any other involved An Insured, of SECTION II — LIABILITY "insured" will make any settlement COVERAGE: without our consent. Any "employee" of yours is an "insured" while (c) We may, at our discretion, participate using a covered "auto" you don't own, hire or in defending the "insured" against, or borrow in your business or your personal affairs. in the settlement of, any claim or E. SUPPLEMENTARY PAYMENTS — INCREASED "suit". LIMITS (d) We will reimburse the "insured": 1. The following replaces Paragraph A.2.a.(2), (i) For sums that the "insured" of SECTION II —LIABILITY COVERAGE: legally must pay as damages (2) Up to $3,000 for cost of bail bonds because of "bodily injury" or (including bonds for related traffic law property damage to which this insurance applies, that the violations) required because of an "insured" pays with our consent, "accident" we cover. We do not have to but only up to the limit described furnish these bonds. in Paragraph C., Limit Of 2. The following replaces Paragraph A.2.a.(4), Insurance, of SECTION II — of SECTION II —LIABILITY COVERAGE: LIABILITY COVERAGE; (4) All reasonable expenses incurred by the (ii) For the reasonable expenses "insured" at our request, including actual incurred with our consent for your loss of earnings up to $500 a day investigation of such claims and because of time off from work. your defense of the "insured" F. HIRED AUTO — LIMITED WORLDWIDE against any such "suit", but only COVERAGE—INDEMNITY BASIS up to and included within the limit The following replaces Subparagraph e. in described in Paragraph C., Limit Paragraph B.7., Policy Term, Coverage Of Insurance, of SECTION II — Territory, of SECTION IV — BUSINESS AUTO LIABILITY COVERAGE, and not CONDITIONS: in addition to such limit. Our duty e. Anywhere in the world, except any country or to make such payments ends jurisdiction while any trade sanction, when we have used up the embargo, or similar regulation imposed by the applicable limit of insurance in United States of America applies to and payments for damages, prohibits the transaction of business with or settlements or defense expenses. within such country or jurisdiction, for Liability (2) This insurance is excess over any valid Coverage for any covered "auto" that you and collectible other insurance available lease, hire, rent or borrow without a driver for to the "insured" whether primary, excess a period of 30 days or less and that is not an contingent or on any other basis. "auto" you lease, hire, rent or borrow from (3) This insurance is not a substitute for any of your "employees", partners (if you are a partnership), members (if you are a limited required or compulsory insurance in any country outside the United States, its Page 2 of 4 ©2016 The Travelers Indemnity Company.All rights reserved. CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc.with its permission Policy#: 810-8W483201-23-43-G COMMERCIAL AUTO Effective: 06/30/2023-06/30/2024 territories and possessions, Puerto Rico Personal Effects and Canada. We will pay up to $400 for 'loss" to wearing You agree to maintain all required or apparel and other personal effects which are: compulsory insurance in any such (1) Owned by an "insured"; and country up to the minimum limits required by local law. Your failure to comply with (2) In or on your covered "auto". compulsory insurance requirements will This coverage applies only in the event of a total not invalidate the coverage afforded by theft of your covered "auto". this policy, but we will only be liable to the No deductibles apply to this Personal Effects same extent we would have been liable coverage. had you complied with the compulsory insurance requirements. K. AIRBAGS (4) It is understood that we are not an The following is added to Paragraph B.3., admitted or authorized insurer outside the Exclusions, of SECTION III — PHYSICAL United States of America, its territories DAMAGE COVERAGE: and possessions, Puerto Rico and Exclusion 3.a. does not apply to "loss" to one or Canada. We assume no responsibility for more airbags in a covered "auto" you own that the furnishing of certificates of insurance, inflate due to a cause other than a cause of"loss" or for compliance in any way with the set forth in Paragraphs A.1.b. and A.1.c., but laws of other countries relating to insurance. only: G. WAIVER OF DEDUCTIBLE—GLASS a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; The following is added to Paragraph D., b. The airbags are not covered under any Deductible, of SECTION III — PHYSICAL DAMAGE COVERAGE: warranty; and No deductible for a covered "auto" will apply to c. The airbags were not intentionally inflated. glass damage if the glass is repaired rather than We will pay up to a maximum of $1,000 for any replaced. one "loss". H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF L. NOTICE AND KNOWLEDGE OF ACCIDENT OR USE— INCREASED LIMIT LOSS The following replaces the last sentence of The following is added to Paragraph A.2.a., of Paragraph AA.b., Loss Of Use Expenses, of SECTION IV— BUSINESS AUTO CONDITIONS: SECTION III — PHYSICAL DAMAGE Your duty to give us or our authorized COVERAGE: representative prompt notice of the "accident" or However, the most we will pay for any expenses "loss" applies only when the "accident" or"loss" is for loss of use is $65 per day, to a maximum of known to: $750 for any one "accident". (a) You (if you are an individual); I. PHYSICAL DAMAGE — TRANSPORTATION (b) A partner(if you are a partnership); EXPENSES —INCREASED LIMIT (c) A member (if you are a limited liability The following replaces the first sentence in company); Paragraph A.4.a., Transportation Expenses, of (d) An executive officer, director or insurance SECTION III — PHYSICAL DAMAGE manager (if you are a corporation or other COVERAGE: organization); or We will pay up to $50 per day to a maximum of (e) Any "employee" authorized by you to give $1,500 for temporary transportation expense notice of the "accident" or"loss". incurred by you because of the total theft of a covered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION J. PERSONAL EFFECTS The following replaces Paragraph A.5., Transfer The following is added to Paragraph AA., Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO Coverage Extensions, of SECTION III — CONDITIONS: PHYSICAL DAMAGE COVERAGE: CA T3 53 08 17 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO Policy#: 810-8W483201-23-43-G Effective: 06/30/2023-06/30/2024 5. Transfer Of Rights Of Recovery Against N. UNINTENTIONAL ERRORS OR OMISSIONS Others To Us The following is added to Paragraph B.2., We waive any right of recovery we may have Concealment, Misrepresentation, Or Fraud, of against any person or organization to the SECTION IV— BUSINESS AUTO CONDITIONS: extent required of you by a written contract The unintentional omission of, or unintentional signed and executed prior to any "accident" error in, any information given by you shall not or"loss", provided that the "accident" or"loss" prejudice your rights under this insurance. arises out of operations contemplated by However this provision does not affect our right to such contract. The waiver applies only to the collect additional premium or exercise our right of person or organization designated in such cancellation or non-renewal. contract. Page 4 of 4 ©2016 The Travelers Indemnity Company.All rights reserved. CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc.with its permission Policy# P-630-8W600538-COF-23 Effective 06/30/2023-06/30/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS B. If we do not renew this policy for any legally A. If we cancel this policy for any legally permitted permitted reason other than nonpayment of reason other than nonpayment of premium, and a premium, and a number of days is shown for number of days is shown for Cancellation in the When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of Schedule above, we will mail notice of cancellation to the person or organization shown nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the in such Schedule. We will mail such notice to the address shown in the Schedule above at least the address shown in the Schedule above at least the number of days shown for Cancellation in such number of days shown for When We Do Not Schedule before the effective date of cancellation. Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 05 19 Page 1 of 1 Policy# 810-8W483201-23-43-G Effective 06/30/2023-06/30/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 Page 1 of 1 Terra Insurance Company (A Risk Retention Group) FF TERRA Two Fifer Avenue, Suite 100 INSURANCE COMPANY Corte Madera, CA 94925 DATE CERTIFICATE OF INSURANCE 06/13/24 CERTIFICATE HOLDER City of Kent Attn: Karin Bayes 220 Fourth Avenue South Kent,WA 98032 This certifies that the"claims made" insurance policy(described below by policy number)written on forms in use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as a matter of information only,and confers no rights upon the certificate holder. This certificate does not alter, amend or extend the coverage afforded by this policy. The policy of insurance listed below has been issued to the insured named below 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 policy described herein is subject to all the terms,exclusions and conditions of such policy. Aggregate limits shown may have been reduced by paid claims. TYPE OF INSURANCE Professional Liability POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE 224019 01/01/24 12/31/24 LIMITS OF LIABILITY $3,000,000 EACH CLAIM $3,000,000 ANNUAL AGGREGATE PROJECT DESCRIPTION 0410-225-01 Mill Creek Bank Stabilization Construction Observation and Consultation, Kent, Washington CANCELLATION: If the described policy is cancelled by the Company before its expiration date, the Company will mail written notice to the certificate holder thirty (30) days in advance, or ten (10) days in advance for non-payment of premium. If the described policy is cancelled by the insured before its expiration date, the Company will mail written notice to the certificate holder within thirty (30) days of the notice to the Company from the insured. ISSUING COMPANY: NAME AND ADDRESS OF INSURED TERRA INSURANCE COMPANY (A Risk Retention Group) GeoEngineers, Inc. 1101 S. Fawcett Avenue, Suite 200 Tacoma,WA 98402 President