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HomeMy WebLinkAboutCAG2024-495 - Change Order - #1 - McKinstry Co., LLC - Pneumatic Air Actuator Replacement - 12/11/24 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep: KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) WASHINGTON Sheet forms. Originator: Department: Dani Hodgins for Ryan Carroll Public Works Date Sent: Date Required: c 12/12/2024 12/16/2024 CL Director or Designee to Sign. Date of Council Approval: Q N/A Budget Account Number: Grant?[:]YesZNo W20118 Budget?R]YesE]No Type: N/A Vendor Name: Category: McKinstry Co., LLC Contract Vendor Number: Sub-Category: = Change Order 0 Project Name: pneumatic Air Actuator Replacement -CO 1 E `o Pro)ectDetails:Additional time was necessary for installation of actuators; as well = as reinstatement of contract. c a) 4) Agreement Amount: $3 141.09 Basis for Selection of Contractor: Other 47 `Memo to Mayor must be attached 11- Start Date: 11/20/2024 Termination Date: 12/31/2024 Q Local Business?F--]YesF--]No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace. Business License Verification:YesElln-ProcessElExempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: F1Yes�✓ No CAG2024-495 Comments: a1 G 3 4) H •� i N 3 f0 C V1 Date Routed to the City Clerk's Office: 12/12/24 Interlocal Agreement has been uploaded to website: adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 • KENT W A 5 H 1 N G T O N CHANGE ORDER NO. 1 NAME OF CONTRACTOR: McKinstry Co., LLC ("Contractor") CONTRACT NAME & PROJECT NUMBER: 212t" Pneumatic Air Actuator Replacement ORIGINAL CONTRACT DATE: September 10, 2024 This Change Order amends the above-referenced contract; all other provisions of the contract that are not inconsistent with this Change Order shall remain in effect. For valuable consideration and by mutual consent of the parties, the project contract is modified as follows: 1. Section I of the Agreement, entitled "Description of Work," is hereby modified to add additional work or revise existing work as follows: In addition to work required under the original Agreement and any prior Amendments, Contractor shall provide all labor, materials, and equipment necessary to: Additional time is necessary due to the project taking longer than the Contractor anticipated. 2. The contract amount and time for performance provisions of Section II "Time of Completion," and Section III, "Compensation," are hereby modified as follows: Original Contract Sum, $30,832 (including applicable alternates and WSST) Net Change by Previous Change Orders $0 (incl. applicable WSST) Current Contract Amount $30,832 (incl. Previous Change Orders) Current Change Order $0 Applicable WSST Tax on this Change $0 Order Revised Contract Sum $30,832 CHANGE ORDER - 1 OF 3 Original Time for Completion 11/30/2024 (insert date) Revised Time for Completion under N/A prior Change Orders (insert date) Days Required (f) for this Change Order 212 calendar days Revised Time for Completion 6/30/2025 (insert date) The parties acknowledge that the Agreement terminated by its own terms on November 30, 2024. However, the City and Contractor express their mutual intent and desire to reinstate the Agreement; extend its term through June 30, 2025; and amend the work to include additional duties to be performed in accordance with the same provisions set forth in the original Agreement, except as modified within this Amendment. In addition, the parties wish to ratify and affirm any and all acts consistent with the authority of the Agreement and prior to the effective date of this Amendment. In accordance with Sections 1-04.4 and 1-04.5 of the Kent and WSDOT Standard Specifications, and Section VII of the Agreement, the Contractor accepts all requirements of this Change Order by signing below. Also, pursuant to the above-referenced contract, Contractor agrees to waive any protest it may have regarding this Change Order and acknowledges and accepts that this Change Order constitutes final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Change Order, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Change Order, unless otherwise provided, does not relieve the Contractor from strict compliance with the guarantee and warranty provisions of the original contract, particularly those pertaining to substantial completion date. All acts consistent with the authority of the Agreement, previous Change Orders (if any), and this Change Order, prior to the effective date of this Change Order, are hereby ratified and affirmed, and the terms of the Agreement, previous Change Orders (if any), and this Change Order shall be deemed to have applied. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this contract modification, which is binding on the parties of this contract. 3. The Contractor will adjust the amount of its performance bond (if any) for this project to be consistent with the revised contract sum shown in section 2, above. CHANGE ORDER - 2 OF 3 IN WITNESS, the parties below have executed this Agreement, which will become effective on the last date written below. CONTRACTOR: CITY OF KENT: Digitally signed by Chad Bieren Chad Bieren Date: 1 204.12.11 By:. By. 2 00' Print Name: Mark Gardner Print Name: Chad Bieren, P.E. Its Senior Operations Manager Its: Public Works Director DATE: December 4th, 2024 DATE: ATTEST: APPROVED AS TO FORM: (applicable if Mayor's signature required) Kent City Clerk Kent Law Department P\Ad m i n\Contracts\Dan i CHANGE ORDER - 3 OF 3 MCKICO.-01 TTHARP ,4coR0 CERTIFICATE OF LIABILITY INSURANCE FDATE(M/202 YYY) 9/32024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hub International Northwest LLC PHONE FAX PO Box 3018 (A/C,No,Ext): (425)489-4500 (A/C,No):(425)485-8489 Bothell,WA 98041 ADDRESS:now.info@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:The Travelers Indemnity Company 25658 INSURED INSURER B:Travelers Property Casualty Company of America 25674 McKinstry Co.LLC INSURER C:Steadfast Insurance Company 26387 PO Box 24567 INSURER D: Seattle,WA 98124-0567 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYY MM DD YYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR VTC2K-CO-5643B901-IND-24 1/31/2024 1/31/2025 DAMAGE TO RENTED 300,000 X X PREMISES Ea occurrence $ X WA Stop Gap MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X PECOT- LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 2,000,000 Ea accident $ X ANY AUTO X X VTC2J-CAP-5643B913-TIL-24 1/31/2024 1/31/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED L $ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION PER X OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN VTC2K-CO-5643B901-IND-24 1/31/2024 1/31/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Pollution incl MOLD X X EOC 6738794-11 1/31/2024 1/31/2025 PER CLAIM$1M/AGG: 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:MCK Job#125654; Pneumatic Air Actuator eplacement Agreement The City of Kent is included as Additional Insured,coverage is primary and non-contributory and waiver of subrogation applies per the attached forms/endorsement CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 220 4th Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number VTC2K-00-5643B901-IND-24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II —WHO IS AN (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 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 NUMBER:VTC2KC05643B901IND24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - DESIGNATED ADDITIONAL INSUREDS - PRIMARY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE OF DESIGNATED ADDITIONAL INSUREDS Any person or organization that qualifies as an additional insured under such other endorsement to this Coverage Part, if you agree in a written contract to include such person or organization as an additional insured on this Coverage Part and such written contract: a. Specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis; and b. Was signed and executed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed PROVISIONS Designated Additional Insureds is primary to any of The following is added to Paragraph 4.a., Primary the other insurance, whether primary, excess, Insurance, of SECTION IV — COMMERCIAL contingent or on any other basis, that is available to GENERAL LIABILITY CONDITIONS: such additional insured which covers such additional insured as a named insured, and we will not share The insurance afforded under this Coverage Part to with that other insurance. any additional insured shown in the Schedule Of CG D4 26 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 Of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER:VTC2KC05643B901IND24 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS 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. Who Is An Insured —Unnamed Subsidiaries C. Incidental Medical Malpractice B. Blanket Additional Insured — Governmental D. Blanket Waiver Of Subrogation Entities — Permits Or Authorizations Relating To E. Contractual Liability—Railroads Operations F. Damage To Premises Rented To You PROVISIONS a. An organization other than a partnership, joint A. WHO IS AN INSURED — UNNAMED venture or limited liability company; or SUBSIDIARIES b. A trust; The following is added to SECTION II — WHO IS as indicated in its name or the documents that AN INSURED: govern its structure. Any of your subsidiaries, other than a partnership, B. BLANKET ADDITIONAL INSURED — joint venture or limited liability company, that is GOVERNMENTAL ENTITIES — PERMITS OR not shown as a Named Insured in the AUTHORIZATIONS RELATING TO OPERATIONS Declarations is a Named Insured if: a. You are the sole owner of, or maintain an The following is added to SECTION II — WHO IS ownership interest of more than 50% in, such AN INSURED: subsidiary on the first day of the policy period; Any governmental entity that has issued a permit and or authorization with respect to operations b. Such subsidiary is not an insured under performed by you or on your behalf and that you similar other insurance. are required by any ordinance, law, building code or written contract or agreement to include as an No such subsidiary is an insured for"bodily injury" additional insured on this Coverage Part is an or "property damage" that occurred, or "personal insured, but only with respect to liabi lity for "bodily and advertising injury" caused by an offense injury", "property damage" or "personal and committed: advertising injury" arising out of such operations. a. Before you maintained an ownership interest The insurance provided to such governmental of more than 50% i n such subsidiary; or entity does not apply to: b. After the date, if any, during the policy period a. Any "bodily injury", "property damage" or that you no longer maintain an ownership "personal and advertising injury" arising out of interest of more than 50% in such subsidiary. operations performed for the governmental For purposes of Paragraph 1. of Section II —Who entity; or Is An Insured, each such subsidiary will be b. Any "bodily injury" or "property damage" deemed to be designated in the Declarations as: included in the 1. deemed operations hazard". CG D3 16 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. INCIDENTAL MEDICAL MALPRACTICE pharmaceuticals committed by, or with the 1. The following replaces Paragraph b. of the knowledge or consent of,the insured. definition of "occurrence" in the S. The following is added to the DEFINITIONS DEFINITIONS Section: Section: b. An act or omission committed in providing "Incidental medical services" means: or failing to provide "incidental medical services", first aid or "Good Samaritan a. Medical, surgical, dental, laboratory, x-ray services" to a person, unless you are in or nursing service or treatment, advice or the business or occupation of providing instruction, or the related furnishing of professional health care services. food or beverages; or 2. The following replaces the last paragraph of b. The furnishing or dispensing of drugs or Paragraph 2.a.(1) of SECTION II — WHO IS medical, dental, or surgical supplies or AN INSURED: appliances. Unless you are in the business or occupation 6. The following is added to Paragraph 4.b., of providing professional health care services, Excess Insurance, of SECTION IV — Paragraphs (1)(a), (b), (c) and (d) above do COMMERCIAL GENERAL LIABILITY not apply to "bodily injury" arising out of CONDITIONS: providing or failing to provide: This insurance is excess over any valid and (a) "Incidental medical services" by any of collectible other insurance, whether primary, your "employees" who is a nurse, nurse excess, contingent or on any other basis, that assistant, emergency medical technician is available to any of your "employees" for or paramedic; or "bodily injury" that arises out of providing or (b) First aid or "Good Samaritan services" by failing to provide "incidental medical services" any of your "employees" or "volunteer to any person to the extent not subject to workers", other than an employed or Paragraph 2.a.(1) of Section II — Who Is An volunteer doctor. Any such "employees" Insured. or "volunteer workers" providing or failing D. BLANKET WAIVER OF SUBROGATION to provide first aid or "Good Samaritan services" during their work hours for you The following is added to Paragraph 8., Transfer will be deemed to be acting within the Of Rights Of Recovery Against Others To Us, scope of their employment by you or of SECTION IV — COMMERCIAL GENERAL performing duties related to the conduct LIABILITY CONDITIONS: of your business. If the insured has agreed in a contract or 3. The following replaces the last sentence of agreement to waive that insured's right of Paragraph S. of SECTION III — LIMITS OF recovery against any person or organization, we INSURANCE: waive our right of recovery against such person or For the purposes of determining the organization, but only for payments we make applicable Each Occurrence Limit, all related because of: acts or omissions committed in providing or a. "Bodily injury" or "property damage" that failing to provide "incidental medical occurs; or services", first aid or "Good Samaritan services" to any one person will be deemed to b. "Personal and advertising injury" caused by be one "occurrence". an offense that is committed; 4. The following exclusion is added to subsequent to the execution of the contract or Paragraph 2., Exclusions, of SECTION I — agreement. COVERAGES — COVERAGE A — BODILY E. CONTRACTUAL LIABILITY—RAILROADS INJURY AND PROPERTY DAMAGE LIABILITY: 1. The following replaces Paragraph c. of the Sale Of Pharmaceuticals definition of "insured contract" in the "Bodily injury" or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or c. Any easement or license agreement; ordinance relating to the sale of Page 2 of 3 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured a. Any premises while rented to you or contract" in the DEFINITIONS Section is temporarily occupied by you with permission deleted. of the owner; or F. DAMAGE TO PREMISES RENTED TO YOU b. The contents of any premises while such The following replaces the definition of "premises premises is rented to you, if you rent such damage" in the DEFINITIONS Section: premises for a period of seven or fewer "Premises damage" means "property damage"to: consecutive days. CG D3 16 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 NUMBER:VTC2KC05643B901IND24 COMMERCIAL GENERAL LIABILITY 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 $ 25,000,000 (Other Than Projects and Products-Completed Operations) Designated Location Aggregate Limit $ 4,000,000 (Other Than Products-Completed Operations) Designated Project Aggregate Limit $ 4,000,000 (Other Than Products-Completed Operations) General Aggregate Limit $ 4,000,000 (Other Than Products-Completed Operations) Designated Projects: Each "project" away from premises owned by or rented to you Designated Locations: Each premises owned by or rented to you Designated Locations: Each premises owned by or rented to you 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 (3) The Designated Project Aggregate because of"bodily injury" or"property Limit does not apply to damages damage included in the "products- because of"bodily injury' or "property completed operations hazard". damage" included in the "products- Instead, the Products-Completed completed operations hazard". Operations Aggregate Limit 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 ssunder 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 Limitforthe 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: S. 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 "bodily injury" caused by premises involving the same or connecting lots, accidents, that cannot be or premises whose connection is interrupted only 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 NUMBER: VTC2JCAP5643B913TIL24 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE - CONTRACTORS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph c. in A.1., Insurance of SECTION IV — BUSINESS AUTO Who Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement, that is signed by you before the applicable other insurance under which an "bodily injury" or "property damage" occurs and additional insured person or organization is a that is in effect during the policy period, to name named insured when a written contract or as an additional insured for Covered Autos agreement with you, that is signed by you before Liability Coverage, but only for damages to which the "bodily injury" or "property damage" occurs this insurance applies and only to the extent of and that is in effect during the policy period, that person's or organization's liability for the requires this insurance to be primary and non- conduct of another"insured". contributory. CA T4 99 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: VTC2JCAP5643B913TIL24 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE— INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE— INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE— GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep An Insured, of SECTION II —COVERED AUTOS us advised of all proceedings and ac- tions. LIABILITY COVERAGE: (ii) Neither you nor any other involved Any "employee" of yours is an "insured" while us- "insured" will make any settlement ing a covered "auto" you don't own, hire or borrow without our consent. in your business or your personal affairs. (iii) We may, at our discretion, participate E. SUPPLEMENTARY PAYMENTS — INCREASED in defending the "insured" against, or LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE— INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE— GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV— BUSINESS AUTO CONDITIONS: USE— INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III— PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES— INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- We will a u to $400 for "loss" to wearing a tent required of you by a written contract pay p g p- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV— BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Professional/Pollution Policy #EOC 6738794-11 Contractors Protective Professional Indemnity And Liability Insurance Policy Z U RI C H THIS POLICY PROVIDES COVERAGE ON A CLAIMS MADE AND REPORTED BASIS FOR COVERAGE A.1. PROFESSIONAL LIABILITY, COVERAGE A.2 RECTIFICATION, COVERAGE B. PROTECTIVE INDEMNITY, COVERAGE C.1. CONTRACTOR'S POLLUTION LIABILITY AND COVERAGE C.2. MITIGATION. UNDER COVERAGE A.1. PROFESSIONAL LIABILITY, A PROFESSIONAL LIABILITY CLAIM MUST FIRST BE MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD, IF PURCHASED, AND REPORTED TO US IN WRITING DURING THE POLICY PERIOD, AUTOMATIC EXTENDED REPORTING PERIOD, OR OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE. UNDER COVERAGE A.2. RECTIFICATION, A RECTIFICATION CLAIM MUST FIRST BE MADE BY YOU DURING THE POLICY PERIOD AND REPORTED TO US IN WRITING DURING THE POLICY PERIOD AND CANNOT BE MADE OR REPORTED DURING THE AUTOMATIC EXTENDED REPORTING PERIOD OR OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE. UNDER COVERAGE B. PROTECTIVE INDEMNITY, A PROTECTIVE CLAIM MUST FIRST BE MADE BY YOU AGAINST THE DESIGN PROFESSIONAL DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD AND REPORTED TO US IN WRITING DURING THE POLICY PERIOD OR OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE. UNDER COVERAGE C.1. CONTRACTOR'S POLLUTION LIABILITY, A CONTRACTOR'S POLLUTION LIABILITY CLAIM MUST FIRST BE MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD, IF PURCHASED, AND REPORTED TO US IN WRITING DURING THE POLICY PERIOD, AUTOMATIC EXTENDED REPORTING PERIOD, OR OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE. UNDER COVERAGE C.2. MITIGATION, A MITIGATION CLAIM MUST FIRST BE MADE BY YOU DURING THE POLICY PERIOD AND REPORTED TO US IN WRITING DURING THE POLICY PERIOD AND CANNOT BE MADE OR REPORTED DURING THE AUTOMATIC EXTENDED REPORTING PERIOD OR OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE. VARIOUS PROVISIONS IN THIS POLICY RESTRICT COVERAGE. CLAIM EXPENSES REDUCE THE LIMITS OF LIABILITY STATED IN THE DECLARATIONS. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE YOUR RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED. Throughout this policy the words "you" and "your" refer to the Named Insured stated in the Declarations. The words "we", "us", and 'bur" refer to the Company providing this insurance. Refer to the Definitions Section of this policy for the special meaning of words and phrases that appear in bold. In consideration of the premium charged, your undertaking to pay the Self-Insured Retention, if any, and in reliance upon the statements in the application made a part hereof, and subject to the Limits of Liability as stated in the Declarations, and the Exclusions, Conditions, and other terms of this policy, we agree with you as follows: I. COVERAGES A. Professional Liability and Rectification 1. Professional Liability Insuring Agreement We shall pay on behalf of the Insured, in excess of the applicable Self-Insured Retention stated in the Declarations, all Damages and Claim Expenses that the Insured is legally obligated to pay because of a Professional Liability Claim first made against the Insured during the Policy Period or Optional Extended Reporting Period, if purchased, and reported to us in writing during the Policy Period, the Automatic Extended Reporting Period, or the Optional Extended Reporting Period, if applicable, provided that: STF-CPP-237-A CW(10/20) Page 1 of 27 a. the Claim arises out of a Wrongful Act; b. the Wrongful Act took place on or after the Coverage A.1. Professional Liability Retroactive Date stated in the Declarations and before the end of the Policy Period; and c. prior to the effective date of the first professional liability policy issued to you and continuously renewed by us, no Responsible Insured had any knowledge of any circumstance that could reasonably be expected to result in a Professional Liability Claim. 2. Rectification Insuring Agreement We shall indemnify you for Rectification Costs and Expenses, incurred in excess of the applicable Self-Insured Retention stated in the Declarations, because of a Rectification Claim, provided that: a. a Claim is first made by you and reported to us in writing during the Policy Period; and b. the Claim arises out of a Wrongful Act: (1) that took place on or after the Coverage A.2. Rectification Retroactive Date stated in the Declarations and before the end of the Policy Period; (2) for which a covered Professional Liability Claim could otherwise be made under Coverage A.1. Professional Liability; and (3) prior to the effective date of the first policy issued to you and continuously renewed by us, no Responsible Insured had any knowledge of any circumstance that could reasonably be expected to result in a Rectification Claim. Rectification Costs and Expenses may be incurred without prior notice to us within the applicable Self-Insured Retention amount stated in the Declarations, provided a Rectification Claim is reported to us in writing during the Policy Period. We shall indemnify you for Rectification Costs and Expenses incurred in excess of the Self-Insured Retention after we have had a reasonable time to review your notice. If you and we cannot agree on the amount of indemnification for a Rectification Claim, or whether the Rectification Claim will be covered under this policy, such dispute will be settled pursuant to Subsection IX.B. Alternative Dispute Resolution. Rectification Emergency Consideration In an effort to prevent imminent physical injury, including physical injury to tangible property, if you report a Rectification Claim to us within thirty (30)days of incurring Rectification Costs and Expenses in excess of the Self-Insured Retention and can demonstrate to us the Rectification Costs and Expenses were incurred for that purpose, then we shall indemnify you for those Rectification Costs and Expenses incurred in excess of the Self-Insured Retention. Nothing in this Subsection Rectification Emergency Consideration alters the claims made and reported requirement set forth in Subsection I.A.2.a. of this Coverage. B. Protective Indemnity 1. Protective Indemnity Insuring Agreement We shall indemnify you for Damages in excess of the Design Professional's Insurance, subject to the Limits of Liability and Self-Insured Retention stated in the Declarations respectively, provided that: a. a Protective Claim is first made by you: (1) against the Design Professional under contract to the Insured; (2) during the Policy Period or the Optional Extended Reporting Period, if purchased; and (3) reported to us in writing during the Policy Period or the Optional Extended Reporting Period, if purchased; b. the Protective Claim arises out of a Wrongful Act of the Design Professional; STF-CPP-237-A CW(10/20) Page 2 of 27 c. the Wrongful Act of the Design Professional took place on or after the Coverage B. Protective Indemnity Retroactive Date stated in the Declarations and before the end of the Policy Period; and d. prior to the effective date of the first policy issued to you and continuously renewed by us, no Responsible Insured had any knowledge of any circumstance that could reasonably be expected to result in a Protective Claim. 2. Protective Indemnity Limit-Conversion Option If you make a Protective Claim, you may elect to convert the Coverage B. Protective Indemnity Each Claim Limit of Liability to a Protective Claim Attorneys' Fees and Expenses Each Claim Limit of Liability, subject to the Coverage A.1. Professional Liability Self-Insured Retention stated in the Declarations, by notifying the claims representative and the underwriter in writing at the time you submit the notice of the Claim. In order to exercise this option, the Coverage B. Protective Indemnity Each Claim Limit of Liability must be unimpaired by other Claims. Once you have exercised this option: a. the conversion will remain in effect for the remainder of the Policy Period; b. all Protective Claims submitted prior to or subsequent to the conversion will be converted to the Protective Claim Attorneys' Fees and Expenses Each Claim Limit of Liability, subject to the Coverage A.1. Professional Liability Self-Insured Retention. c. coverage under Coverage A.2. Rectification will not be available to the Insured for the project that is the subject of the Claim; and d. we shall issue an endorsement that will: (1) change the Coverage B. Protective Indemnity Each Claim Limit of Liability to zero dollars ($0); and (2) establish a Protective Claim Attorneys' Fees and Expenses Each Claim Limit of Liability, which will be twenty percent (20%) of the Coverage B. Protective Indemnity Each Claim Limit of Liability. We shall pay on behalf of the Insured, in excess of the Coverage A.1. Professional Liability Self-Insured Retention, Protective Claim Attorneys' Fees and Expenses. The conversion will not increase the Coverage B. Protective Indemnity Aggregate Limit of Liability. C. Contractor's Pollution Liability and Mitigation 1. Contractor's Pollution Liability Insuring Agreements a. Contractor's Operations We shall pay on behalf of the Insured, in excess of the applicable Self-Insured Retention stated in the Declarations, all Loss and Claim Expenses that the Insured is legally obligated to pay as a result of a Contractor's Pollution Liability Claim first made against the Insured during the Policy Period or Optional Extended Reporting Period, if purchased, and reported to us in writing during the Policy Period, the Automatic Extended Reporting Period, or the Optional Extended Reporting Period, if applicable, provided that: (1) the Pollution Event arises out of Covered Operations or Completed Operations at a Jobsite or Staging Location; (2) the Covered Operations or Completed Operations at a Jobsite or Staging Location took place on or after the Coverage C.1.a. Contractor's Pollution Liability Retroactive Date stated in the Declarations and before the end of the Policy Period; and (3) prior to the effective date of the first contractor's pollution liability policy issued to you and continuously renewed by us, no Responsible Insured had any knowledge of any circumstance that could reasonably be expected to result in a Claim. Coverage C.1.a. Contractor's Operations will not apply at Staging Locations once all Covered Operations at related Jobsites become Completed Operations at such Jobsites. STF-CPP-237-A CW(10/20) Page 3 of 27 b. Transportation We shall pay on behalf of the Insured, in excess of the applicable Self-Insured Retention stated in the Declarations, all Loss and Claim Expenses that the Insured is legally obligated to pay as a result of a Contractor's Pollution Liability Claim first made against the Insured during the Policy Period or Optional Extended Reporting Period, if purchased, and reported to us in writing during the Policy Period, the Automatic Extended Reporting Period, or the Optional Extended Reporting Period, if applicable, provided that: (1) the Pollution Event arises out of the Transportation of Materials as a result of Covered Operations; (2) the Transportation of Materials as a result of Covered Operations took place on or after the Coverage C.1.b. Transportation Retroactive Date stated in the Declarations and before the end of the Policy Period; and (3) prior to the effective date of the first contractor's pollution liability policy issued to you and continuously renewed by us, no Responsible Insured had any knowledge of any circumstance that could reasonably be expected to result in a Claim. This coverage will not be utilized to evidence financial responsibility under any federal, state, or local law. c. Non-Owned Disposal Sites We shall pay on behalf of the Insured, in excess of the applicable Self-Insured Retention stated in the Declarations, all Loss and Claim Expenses that the Insured is legally obligated to pay as a result of a Contractor's Pollution Liability Claim first made against the Insured during the Policy Period or Optional Extended Reporting Period, and reported to us in writing during the Policy Period, the Automatic Extended Reporting Period, or the Optional Extended Reporting Period, if applicable, but only if Bodily Injury or Property Damage results from a Pollution Event at, under, resulting from, or that is migrating or has migrated from a Disposal Site as a result of Covered Operations, provided that: (1) neither the Insured nor any of the Insured's subsidiary companies have ever owned or operated any part of the Disposal Site; (2) the Insured has, by due diligence, determined the Disposal Site is licensed and certified by the respective controlling local, state, and federal agency(ies) or authorities to accept Materials; (3) at the time the Insured sent Materials to the Disposal Site, such location or site was neither on nor proposed for addition to the National Priorities List(NPL), or any state or local equivalent designation or any country's similar listing; and (4) the Covered Operations or Completed Operations at a Jobsite or Staging Location took place on or after the Coverage C.1.c. Non-Owned Disposal Sites Retroactive Date stated in the Declarations and before the end of the Policy Period. d. Time Element Pollution Event—Covered Locations We shall pay on behalf of the Insured, in excess of the applicable Self-Insured Retention stated in the Declarations, all Loss or Cleanup Costs that the Insured is legally obligated to pay as a result of a Time Element Claim, provided that the Pollution Event is at, on, under, or migrating or has migrated from a Covered Location and further provided that the Pollution Event: (1) is discovered by the Insured and confirmed by you at your sole expense as having first commenced at a specific time and place during the Policy Period and ends within ten (10) days from when the Pollution Event first commenced; (2) is reported to us in writing during the Policy Period, Automatic Extended Reporting Period, or Optional Extended Reporting Period, if applicable, but not later than thirty (30) days after the Pollution Event first commenced; (3) took place on or after the Coverage C.1.d. Time Element Pollution Event — Covered Locations Retroactive Date stated in the Declarations and before the end of the Policy Period; and (4) did not occur at, under, or migrate from any Underground Storage Tank System. STF-CPP-237-A CW(10/20) Page 4 of 27 e. Additional Insured (1) We shall pay on behalf of an Additional Insured, in excess of the applicable Self-Insured Retention stated in the Declarations, all Loss and Claim Expenses that the Additional Insured is legally obligated to pay as a result of a Contractor's Pollution Liability Claim first made against the Additional Insured during the Policy Period or Optional Extended Reporting Period, if purchased, and reported to us in writing during the Policy Period, the Automatic Extended Reporting Period, or the Optional Extended Reporting Period, if applicable, but only if: (a) the Bodily Injury or Property Damage results from a Pollution Event under Coverages C.1.a. through d. above; (b) the Pollution Event took place on or after the applicable Retroactive Date stated in the Declarations and before the end of the Policy Period; and (c) only with respect to liability for Loss that results directly from Covered Operations or Completed Operations that are the subject of a written contract or written agreement with the Insured and performed for the Additional Insured. (2) However, regardless of the provisions in Subsection I.C.e.(1)above: (a) we shall not extend any insurance coverage under this policy to any Additional Insured: (i) that is not provided to the Insured in Coverages C.1.a.through d.; or (ii) that is broader than any coverage the Insured is required to provide to the Additional Insured in the written contract or written agreement; and (b) we shall not provide Limits of Liability to any Additional Insured that exceed the lower of: (i) the Limits of Liability available to the Insured in this policy; or (ii) the Limits of Liability the Insured is required to provide in the written contract or written agreement. Continuous Pollution Events The following additional provisions apply to Coverages C.1.a. through d. and Subsection I.C.1.e. Additional Insured above: (1) Progressive, indivisible Bodily Injury or Property Damage occurring over multiple policy periods, including any continuation, change, or resumption thereof, caused by the same, related, continuous, or repeated Pollution Event, will be deemed to be only one Pollution Event and considered first reported at the earlier of the following times: (a) The date we first receive written notice of the specific circumstances of the Pollution Event from any Insured; or (b) The date we first receive written notice of such Contractor's Pollution Liability Claim from any Insured; (2) If the Pollution Event giving rise to the progressive, indivisible Bodily Injury or Property Damage was: (a) before the effective date of the first policy period containing the same coverages under this policy issued to you by us, (b) before the Coverage C.1. Contractor's Pollution Liability Retroactive Date stated in the Declarations, or (c) cannot be determined; but the progressive, indivisible Bodily Injury or Property Damage continues, in fact, to exist during the first policy period containing the same coverages issued to you by us, the Bodily Injury or Property Damage will be deemed to have occurred only on the effective date of such first policy period. STF-CPP-237-A CW(10/20) Page 5 of 27 Notwithstanding the above, this insurance will not apply to any Claims, Loss, or Claims Expenses covered in whole or in part under any insurance policy, other than a project-specific insurance policy, in force prior to this policy. Prior Knowledge We shall only pay on behalf of: (1) the Insured in accordance with Coverages C.1.a. through d. and Continuous Pollution Events above, provided that, prior to the effective date of the first pollution policy issued to you and continuously renewed by us, no Responsible Insured; or (2) an Additional Insured in accordance with Subsection I.C.1.e. Additional Insured and Continuous Pollution Events above, provided that, prior to the effective date of the first pollution policy issued to you and continuously renewed by us, no principal, partner, director, executive officer, manager of covered locations, or employees with specific responsibility for environmental incident reporting, legal affairs, insurance, or risk management for an Additional Insured; had any knowledge of any Pollution Event arising out of Covered Operations or Completed Operations at a Jobsite or Staging Location that was known to have occurred or any circumstance that could reasonably be expected to result in a Contractor's Pollution Liability Claim. 2. Mitigation Insuring Agreement We shall indemnify you for Mitigation Costs and Expenses, incurred in excess of the applicable Self-Insured Retention stated in the Declarations, because of a Mitigation Claim, provided that: a. the Mitigation Claim arises out of a Pollution Event, or an imminent Pollution Event, resulting from Covered Operations or Completed Operations at a Jobsite or Staging Location for which a Contractor's Pollution Liability Claim could otherwise be made under the Coverage C.1.a. Contractor's Operations Insuring Agreement above; b. the Pollution Event, or imminent Pollution Event, giving rise to the Mitigation Claim was first discovered by the Insured during the Policy Period and reported to us in writing during the Policy Period, and c. prior to the effective date of the first policy issued to you and continuously renewed by us, no Responsible Insured had any knowledge of any circumstance that could reasonably be expected to result in such Mitigation Claim. Mitigation Costs and Expenses may be incurred without prior notice to us within the applicable Self-Insured Retention amount stated in the Declarations, provided a Mitigation Claim is reported to us in writing during the Policy Period. We shall indemnify you for Mitigation Costs and Expenses incurred in excess of the Self-Insured Retention after we have had a reasonable time to review your notice. If you and we cannot agree on the amount of indemnification for a Mitigation Claim or whether the Mitigation Claim will be covered under this policy, such dispute will be settled pursuant to Subsection IX.B. Alternative Dispute Resolution. Mitigation Emergency Consideration In an effort to prevent imminent Bodily Injury and Property Damage, if you report your Mitigation Claim to us within thirty(30)days of incurring Mitigation Costs and Expenses in excess of the Self-Insured Retention and can demonstrate to us the Mitigation Costs and Expenses were incurred for that purpose, then we shall indemnify you for those Mitigation Costs and Expenses incurred in excess of the Self-Insured Retention. D. Defense 1. We shall have the right and duty to defend with counsel of our choice, and shall pay applicable Claim Expenses, with respect to any Claim seeking Damages or Loss to which Coverage A.1. Professional Liability or Coverage C.1. Contractor's Pollution Liability insurance applies. Claim Expenses will reduce the applicable Limit of Liability stated in the Declarations and as described in Section V. Limits of Liability and Self-Insured Retentions. STF-CPP-237-A CW(10/20) Page 6 of 27 Professional/Pollution Policy#EOC 6738794-11 F. Limitation of Liability Solely with respect to Coverage B. Protective Indemnity, the Insured shall not, without our express written authorization, accept any limitation of liability clause in a contract between the Insured and a Design Professional. In the event that the Insured accepts any limitation of liability clause in a contract between the Insured and any Design Professional without our express written authorization, our liability will only attach in excess of the remaining available limits of all policies insuring that Design Professional but in no event less than the applicable Self-Insured Retention. G. Other Insurance 1. Except as specifically provided in Subsection IX.G.2. below, this policy is excess over any other applicable insurance available to the Insured, including but not limited to project-specific policies or wrap-up policies, whether such other insurance is stated to be primary, pro-rata, contributory, excess, contingent, self-insured, or otherwise, unless such other insurance is written specifically excess of this policy by reference in such other policy to this policy number. a. When this policy is excess under this Subsection IX.G.1., neither payments by the Insured to satisfy a Self-Insured Retention or Deductible applicable to any underlying policy nor payments by the underlying insurer will satisfy the Self-Insured Retention under this policy. b. When this policy is excess under this Subsection IX.G.1. for a claim arising out of Professional Services, coverage under Coverage A.2. Rectification will not be available to the Insured. c. When this policy is specifically written as excess over another insurance policy, Section II. Supplementary Payments will not be available to the Insured. d. This policy will apply specifically as excess over any project-specific insurance policy subject to its limitations, conditions, provisions, and other terms; provided, however, unless specifically endorsed, this excess coverage will not be broader than the project-specific insurance policy and will not function as Difference in Conditions coverage. 2. Insurance provided under Coverage C.1. Contractor's Pollution Liability is primary and non-contributory unless: a. an endorsement states that the coverage is excess or contingent upon the absence of other insurance; b. any other insurance is available to cover liability for any Loss arising out of the premises or operations for which the Insured has been added as an additional insured on another policy; c. other insurance is provided for Transportation under Coverage C.1.b. Transportation or non-owned disposal sites under Coverage C.1.c. Non-Owned Disposal Sites; d. the Insured is not required by written contract or written agreement to provide insurance for an Additional Insured under Subsection I.C.1.e. Additional Insured on a primary basis; or e. another insurance policy, in force prior to this Policy Period, is available to the Insured for any Loss or Claim Expenses also covered under the terms and conditions of this policy, even if the other insurance policy does not provide coverage in whole or in part for the Loss or Claim Expenses. The insurance provided under Coverage C.2. Mitigation is primary. The coverage under Coverage C.2. Mitigation will not be available to the Insured on an excess basis. 3. When this policy is excess under Subsection IX.G.1. or Subsection IX.G.2. above and any other insurance has a duty to defend the Insured in a matter for which the Insured has notified us of a Claim, regardless of whether that other insurance covers the same Damages, Loss, or Claim Expenses, we shall have no duty to defend the Claim until the limits of all the other insurance have been exhausted by payment of Claims. If no other insurer defends and we have a duty to defend the Claim, we shall undertake the defense, but we shall be entitled to the Insured's rights against all other insurers. When this insurance is excess over other insurance, we shall pay only our share of the amount of the Damages, Loss, or Claim Expenses, if any, that exceeds the sum of: a. the total amount that all such other insurance would pay for the Damages, Loss, or Claim Expenses in the absence of this insurance; and STF-CPP-237-A CW(10/20) Page 25 of 27 b. the total of all deductible and self-insured amounts under all the other insurance. 4. When this insurance and other insurance apply to any payment on the same basis, whether primary, excess, or otherwise, we shall not be liable under this policy for a greater proportion of any payment than set out in the Limits of Liability or the following contribution provision, whichever is lower: a. Contribution by equal shares: Under this approach, each insurer contributes equal amounts until it has paid its applicable limit or all of the payments have been paid, whichever occurs first; or b. Contribution by limits: Under this approach, each insurer's share is based on the ratio of its applicable limit to the total available limits. H. Policy Termination This policy will terminate at the earliest of the following times: 1. Upon expiration of the Policy Period shown in the Declarations; 2. Cancellation as described below: a. This policy may be cancelled by you by surrender thereof to us or any of our authorized representatives or by mailing to us written notice stating when, thereafter, cancellation will be effective; b. If this policy has been in effect for less than sixty (60) days, this policy may be cancelled by us for any reason; c. If this policy has been in effect for sixty (60) days or more or is a renewal of a policy issued by us, this policy may not be cancelled by us except for one (1) or more of the following reasons: (1) Nonpayment of premium; or (2) Fraud or material misrepresentation affecting the policy; d. Written notice of cancellation will be mailed or delivered by us to you at least: (1) fifteen (15)days prior to the effective date of cancellation, if this policy is cancelled for nonpayment of premium; or (2) ninety (90) days prior to the effective date of cancellation, if this policy is cancelled for any other reason; e. Premium: (1) If this policy is cancelled pursuant to Subsection IX.H.2.a., Subsection IX.H.2.b. or Subsection IX.H.2.c.(2), we shall refund the unearned premium computed pro rata; or (2) If we cancel for the reason specified in Subsection IX.H.c.(1),there will be no return premium; 3. Nonrenewal: If we elect not to renew this policy,we shall send written notice of nonrenewal at least sixty (60)days prior to expiration, unless you have obtained replacement coverage with another insurance company; 4. Unless not permitted under applicable state law, we shall have the right to terminate upon: a. your acquisition by, merger into, or consolidation with another entity; or b. the acquisition of fifty percent (50%) or more of your assets by another entity, such that you are not the surviving entity. Any notice of cancellation or nonrenewal will be given as provided in this Subsection IX.H. Policy Termination. I. Representations The Responsible Insureds represent, warrant, and acknowledge that the Declarations, agreements, representations, and warranties in the written application for this policy are true and complete, are the basis of this policy, and are to be considered as incorporated into and constituting a part of this policy. This policy is issued in reliance upon the truth and completeness of such representations. STF-CPP-237-A CW(10/20) Page 26 of 27 J. Separation of Insureds The written application for this policy will be construed as a separate application by each Insured. No statement in the application or knowledge possessed by any Insured will be imputed to any other Insured for the purpose of determining if coverage is available. Only the statements in the application made by and knowledge possessed by any Responsible Insured will be imputed to all Insureds for the purpose of determining if coverage is available to the Insured. However, in the event that such written application for this policy contains misrepresentations or omissions made with the intent to deceive or that materially affect either the acceptance of the risk or the hazard assumed by us under the policy, then coverage will be void ab initio as to all Insureds. K. Sole Agent If there is more than one (1) Named Insured in this policy, the Named Insured that is listed in the Declarations shall act on behalf of all Insureds for all purposes, including but not limited to the payment or return of premium, responsibility for payment of any Self-Insured Retention, receipt and acceptance of any endorsement issued to form a part of this policy, complying with all applicable claims provisions, giving and receiving notice of cancellation or nonrenewal, and the exercise of the rights provided in the Automatic Extended Reporting Period, Optional Extended Reporting Period or Subsection IX.L. Subrogation. L. Subrogation In the event of any payment under this policy, we shall be subrogated to all the Insureds' rights of recovery against any person or organization, and the Insureds shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insureds shall do nothing to prejudice such rights. We shall not exercise any such rights against any person(s), firm(s) or corporation(s) included in the definition of Insured, against the Insured's clients, or as may be required by a written contract or agreement if, prior to the Claim, the Insured contractually agreed to or entered into a legally enforceable waiver of subrogation. For any recovery obtained through subrogation, after expenses incurred in such subrogation are deducted by the party bearing the expense, reimbursement will be made in the following order: 1. First, to any interest who has paid any amount in excess of the Limits of Liability provided under this policy; 2. Next, to us; and 3. Then to any interests as are entitled to claim the remainder, if any. M. Policy Territory Coverage under this policy will extend to Claims, Wrongful Acts, Pollution Events taking place and Damages or Loss incurred anywhere in the world, where permitted by applicable law. All premiums, Limits of Liability, Self-Insured Retentions, Damages, Loss, Mitigation Costs and Expenses, Rectification Costs and Expenses, Protective Claim Attorneys' Fees and Expenses, and Claim Expenses, and any other amounts paid under this policy are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated, or another element of Damages or Loss under this policy is stated in a currency other than United States dollars, payment under this policy will be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgment is reached, the amount of the settlement is agreed upon, or the other element of Damages or Loss are due, respectively, or, if not published on such date, the next date of publication of The Wall Street Journal. STF-CPP-237-A CW(10/20) Page 27 of 27