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HomeMy WebLinkAboutCAG2024-503 - Change Order - #1 - Veca Electric & Technologies - GRNRA Power Restoration - 1/6/25 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 Michael Indovina Public Works Date Sent: Date Required: c 01/08/2025 1/13/2025 CL Authorized to Sign: Date of Council Approval: C W]Director or Designee Budget Account Number: Grant?[:]YesZNo D20034 Budget?R]Yes:No Type: N/A Vendor Name: Category: Veca Electric & Technologies Contract Vendor Number: Sub-Category: = Change Order 0 Project Name: GRNRA Power Restoration - CO 1 E �° Project Details:Contractor will install wire from the transformer to the meter at = the GRNRA. c a� Agreement Amount: $5 417.47 Basis for Selection of Contractor: Bid 47 `Memo to Mayor must be attached 3- Start Date: 1/6/2025 Termination Date: 6/30/2025 Im 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:Yes:ln-Process:Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: FJYes�✓ No CAG2024-503 Comments: a1 G 3 4) H •� i N 3 f0 C V1 Date Routed to the City Clerk's Office: 1/8/2 5 ac«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 • KENT WASHINGTON CHANGE ORDER NO. 1 NAME OF CONTRACTOR: Veca Electric & Technologies, LLC ("Contractor") CONTRACT NAME & PROJECT NUMBER: GRNRA Power Restoration ORIGINAL CONTRACT DATE: November 12, 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: The Contractor will install wiring from the transformer to the meter at the GRNRA which resulted in additional costs. For a description and Contractor's proposal,see Exhibit A which is attached and incorporated by this reference. 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, $19,552.78 (including applicable alternates and WSST) Net Change by Previous Change Orders $0 (incl. applicable WSST) Current Contract Amount $19,552.78 (incl. Previous Change Orders) Current Change Order $4,916.04 Applicable WSST Tax on this Change $501.43 Order Revised Contract Sum $24,970.25 CHANGE ORDER - 1 OF 3 Original Time for Completion 6/30/2025 (insert date) Revised Time for Completion under N/A prior Change Orders (insert date) Days Required (f) for this Change Order 0 calendar days Revised Time for Completion 6/30/2025 (insert date) 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. 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 David A.Brock ON:cn=David A.Brock,o=City of Kent, Digitally signed by Sharon Wilson David A. Brock m, ern Public Works Operations, ON:C=US,E=swilson@veca.co il=dbrock@kentwa gov,c=US Sharon Wilson CN=Sharon Wilsonma By: Date:2025.01.03 10:26:02-08'00' By: Date:2025.01.06 06:03:41-08'00' Print Name: Sharon Wilson Print Name: David A. Brock Its Contracts Administrator Its: Deputy Director Operations DATE: 12/31/24 DATE: CHANGE ORDER - 2 OF 3 ATTEST: APPROVED AS TO FORM: (applicable if Mayor's signature required) k�t zolaL Kent City Clerk Kent Law Department P:\Ad min\Contracts\Dani CHANGE ORDER - 3 OF 3 EXHIBIT A 5614 7th Avenue South VECA Seattle, 0 � Change Order P: (206)43436-52-5200 ELECTRIC&TECHNOLOGIES F: (206)763-0505 E:service@veca.com December 12,2024 Attention: Michael Indovina Regarding: Supply Wire Site: GRNRA VECA Job#: 902050 Thank you for the opportunity to participate in the above referenced project. The following is our proposal. Bid Basis This proposal is based on the following documentation and as indicated in the scope of work below: 1 Job walk by Rob Pitts 2 Work is to be performed during day shift weekdays 6am-4pm 3 Parking for(1)VECA vehicle is to be provided at no charge 4 Prints,CD's,and/or SOW provided by Colton dated 12/12/24 Scope of Work 1 Provide(8)cuts of 250MCM aluminum wire 2 Deliver material to site for power restoration 3 Install wire from transformer to meter 4 Coordinate,meet,and walk the electrical inspector 5 Mobilize,De-mobilize,and clean up 6 Pull,test,and terminate all new line voltage wiring 7 All new and altered circuits,boxes,and panels are to be tested and labeled 8 Electrical Permit and inspection included Total Price For Scope $ 4,916.04 Credit Card Payment Accepted with 3.59,66 addNonai charge Exclusions&Clarifications The following is not included in our proposal: • Costs associated with the CDC or other Government Health Related protocols • Price increases on materials due to the volatile market; prices on materials not secured by an executed contract will be equitably adjusted by change order,in accordance with the procedures of the contract documents • Fire rated enclosure for recessed fixtures in fire rated ceilings • Temporary power and lighting • Hazardous material abatement or removal • Patching or painting because of electrical demo or installation • Cutting and patching of existing walls,ceilings,concrete,and asphalt and core drills • Lighting Control other than tying into the existing • All lifts assumed using GC-provided equipment • Painting • Overtime • All interface to existing building systems unless specifically identified in project documents or noted above. • Code updates or replacement of defective equipment associated with existing systems; Maintaining of existing systems is limited to scope which could be clearly identified within the contract documents and is specifically excluded for those which are concealed Page 2 of 2 ViFCA ElecGic 8 Techrrobgies • Attic stock of fixtures and fixture parts • Unforeseen or hidden conditions • Access and informational delays Quote valid for 30 days,after which quote will be subject to review and subsequent revisions Trash/debris/recycle removal from site. VECA Electric will remove rubbish from work area to GC provided dumpster(s)at a designated location. Disposal and removal from site will be by others. • Specialty insurances • Cost of Bond • Excludes Washington State Tax We wish to thank you again for the opportunity to participate in this proposal. If you have any questions,please feel free to contact me. Sincerely, GuJt1a Service&Special Projects Superintedent VECA Electric&Technologies 206-375-3261 Robbie.Pitts(@veca.corn If this proposal including the Cost,Exclusions and Clarifications are acceptable,please sign and date on the space indicated below. Upon acceptance of this proposal, Customer agrees to pay Me above noted cost once work is complete. VELA Electric& Technologies will proceed with the above referenced work and shall provide a Certificate of Insurance according to the attached Insurance Requirements and/or Sample COI. Company Name Accepted By: Printed Name: Title: Date: Page 2 of 2 DATE(MM/DDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 11/25/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jennifer Greer Alliant Insurance Services, Inc. PHONE FAX 401 Union Street, 31 st Floor AIC No Ext: 206-635-8532 AIC No):206-204-9205 Seattle WA 98101 ADDRESS: jennifer.greer@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# License#:OC36861 INSURERA: Berkley Assurance Company 39462 INSURED VECAELE-02 INSURER B:Amer Guarantee&Liab Ins Co 26247 VECA Electric and Technologies LLC P.O. Box 80467 INsuRERc:Zurich American Insurance Comp 16535 Seattle, WA 98108 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:257476496 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 EFF POLICY EXP /Y LIMITS LTR INSD WVD POLICY NUMBER MM/DDYYY IY MM/DDYYY B X COMMERCIAL GENERAL LIABILITY Y Y GL0988370700 12/1/2024 12/1/2025 EACH OCCURRENCE $2,000,000 CLAIMS-MADE � OCCUR PREMISES(Ea occur DAMAGE TO ante $300,000 X $10K PD Ded MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY ] PRO LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y N BAP988370200 12/1/2024 12/1/2025 COMBINED SINGLE LIMIT $2,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Liability Deductible $0 B X UMBRELLA LIAB X OCCUR Y N AUC988370000 12/1/2024 12/1/2025 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$Nil $ C WORKERS COMPENSATION N WC988370600 12/1/2024 12/1/2025 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Combined Pollution/Professional N N PCADB50264871224 12/1/2024 12/1/2025 Each Claim 5,000,000 Liability Aggregate 5,000,000 Retention 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Workers Comp includes Washington Stop Gap, USL&H and coverage in AK,AR,AZ,CA, FL, ID, MT,ND, NM,OR,TX, UT&WA RE:VECA Job 902050.Green River Natural Resource Re-Establish Power. The certificate holder is an additional insured performs U-GL-2162-A CW 02/19(General Liability), U-CA-424-H CW 10/21 (Auto)and U-UMB-103-C CW 03/10 (Umbrella)attached as respects their interest in operations of the named insured but only as required by written contract.Waiver of Subrogation applies to said additional insured as respects the General Liability policy pursuant to and subject to the policy's terms,definitions,conditions and exclusions perform U-GL-925-B CW 12/01 attached.The insurance provided in the General Liability policy is primary and any other insurance shall be excess only and not contributing per form U-GL-2162-A CW 02/19 attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Kent 21615 64th Avenue South AUTHORIZED REPRESENTATIVE Kent WA 98032 ��� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GLO 9883707 - 00 Additional Insured — Automatic — Owners, Lessees Or Z U RI C H Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 9883707- 00 Effective Date: 12/01/2024 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II —Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury", "property damage"or"personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the"bodily injury", "property damage"or"personal and advertising injury"offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by 'your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury", "property damage"or"personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U-GL-2162-A CW(02/19) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or"property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or"personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations,which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the"bodily injury", "property damage"or"personal and advertising injury"offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products-completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that"bodily injury"or"property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or"property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. U-GL-2162-A CW(02/19) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence"which caused the"bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV— Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an 'occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or"suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or"suit"will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance,whether primary, excess,contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III —Limits Of Insurance: Additional Insured—Automatic—Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: U-GL-2162-A CW(02/19) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2162-A CW(02/19) Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 Waiver Of Subrogation (Blanket) Endorsement ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff.Date of End. Producer Addl Prem Return Prem. GLO 9883707-00 12/01/2024 12/01/2025 12/01/2024 Alliant Insurance INCLUDED N/A Services,Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement,which is executed before a loss,to waive your rights of recovery from oth- ers,we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-B CW(12/01) Page 1 of 1 POLICY NUMBER: GLO 9883707 - 00 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Any construction project except a construction project for which a consolidated (wrap-up)or similar insurance program has been provided. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally 3. Any payments made under Coverage A for obligated to pay as damages caused by 'occur- damages or under Coverage C for medical rences" under Section I —Coverage A, and for all expenses shall reduce the Designated Con- medical expenses caused by accidents under struction Project General Aggregate Limit for Section I — Coverage C, which can be attributed that designated construction project. Such only to ongoing operations at a single designated payments shall not reduce the General Ag- construction project shown in the Schedule gregate Limit shown in the Declarations nor above: shall they reduce any other Designated Con- 1. A separate Designated Construction Project struction Project General Aggregate Limit for General Aggregate Limit applies to each des- any other designated construction project ignated construction project, and that limit is shown in the Schedule above. equal to the amount of the General Aggregate 4. The limits shown in the Declarations for Each Limit shown in the Declarations. Occurrence, Damage To Premises Rented To 2. The Designated Construction Project General You and Medical Expense continue to apply. Aggregate Limit is the most we will pay for the However, instead of being subject to the sum of all damages under Coverage A, ex- General Aggregate Limit shown in the Decla- cept damages because of "bodily injury" or rations, such limits will be subject to the appli- "property damage" included in the "products- cable Designated Construction Project Gen- completed operations hazard", and for medi- eral Aggregate Limit. cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 Wolters Kluwer Financial Services I Uniform FormsTM B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by 'occur- "products-completed operations hazard" is pro- rences" under Section I —Coverage A, and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury" or "property damage" included in Section I — Coverage C, which cannot be at- the "products-completed operations hazard" will tributed only to ongoing operations at a single reduce the Products-completed Operations Ag- designated construction project shown in the gregate Limit, and not reduce the General Ag- Schedule above: gregate Limit nor the Designated Construction 1. Any payments made under Coverage A for Project General Aggregate Limit. damages or under Coverage C for medical D. If the applicable designated construction project expenses shall reduce the amount available has been abandoned, delayed, or abandoned under the General Aggregate Limit or the and then restarted, or if the authorized contract- Products-completed Operations Aggregate ing parties deviate from plans, blueprints, de- Limit, whichever is applicable; and signs, specifications or timetables, the project will 2. Such payments shall not reduce any Desig- still be deemed to be the same construction pro- nated Construction Project General Aggre- ject. gate Limit. E. The provisions of Section III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 0 Notification to Others of Cancellation ZURICH�K. Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. GLO 9883707—00 1 12/01/2024 12/01/2025 1 12/01/2025 INCLUDED N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s)/ Number of Days Notice: Organization s : As Per Schedule on File 45 All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW(05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Coverage Extension Endorsement ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. BAP 9883702- 00 Effective Date: 12/01/2024 This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II—Covered Autos Liability Coverage: The following are also"insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any"employee"of yours is also an"insured"while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured"while using a covered "auto"you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s)where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance— Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment—Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II—Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured" at our request, including actual loss of earnings up to$500 a day because of time off from work. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II—Covered Autos Liability Coverage does not apply. U-CA-424-H CW(10/21) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II—Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in B. Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in B. Exclusions of Section IV— Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total 'loss"to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the 'loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto"that is a "private passenger type", light truck or medium truck is disabled. However, the labor must be performed at the place of disablement. As used in this provision, "private passenger type"means a private passenger or station wagon type"auto"and includes an "auto" of the pickup or van type if not used for business purposes. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage—Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; U-CA-424-H CW(10/21) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of$3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for"loss"to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for"loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However,we will not pay for"loss"to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion,gold,silver, platinum,or other precious alloys or metals;furs or fur garments;jewelry,watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same 'loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a.Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for 'loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of'loss". The most we will pay for such'loss"to tapes, records,discs or other similar devices is$500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III— Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: U-CA-424-H CW(10/21) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller(or smallest)deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller(or smallest)deductible, it will be reduced by the amount of the smaller(or smallest) deductible. M. Temporary Substitute Autos— Physical Damage 1. The following is added to Section I—Covered Autos: Temporary Substitute Autos— Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos"for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto"you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos— Physical Damage We will pay the owner for"loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. N. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of"accident", claim, "suit"or"loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or"loss". However, these duties only apply when the "accident", claim, "suit" or"loss" is known to you (if you are an individual), a partner(if you are a partnership), a member(if you are a limited liability company)or an executive officer or insurance manager(if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the"accident" or"loss"occurred and if a claim is made or"suit" is brought,written notice of the claim or"suit" including, but not limited to, the date and details of such claim or"suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an"accident", claim, "suit"or"loss"to another insurer when you should have reported to us,your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. O. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: U-CA-424-H CW(10/21) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or"loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. P. Employee Hired Autos— Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance— Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos"you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any"auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". Q. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of"autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. R. Hired Auto—World Wide Coverage Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, S. Bodily Injury Redefined The definition of"bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. T. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II —Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury"or"property damage" expected or intended from the standpoint of the"insured". This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. U. Physical Damage—Additional Temporary Transportation Expense Coverage Paragraph AA.a. of Section III— Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of$1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". U-CA-424-H CW(10/21) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. V. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement"auto", excluding tax,title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of$2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. W. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the"auto"to you. We will pay only for those covered "autos"for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U-CA-424-H CW(10/21) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 Notification to Others of Cancellation ZURICH�K. Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. BAP 9883702—00 1 12/01/2024 12/01/2025 12/01/2024 INCLUDED N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 45 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s)/ Number of Days Notice: Or anization(s : As Per Schedule on File 45 All other terms and conditions of this policy remain unchanged. U-CA-812-A WA(05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Policy No. AUC-9883700-00 Commercial Umbrella Liability Policy Z U RI C H There are provisions in this policy that restrict coverage. 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 shown in the Declarations, and any other person or organization qualifying as a named insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word insured means any person or organization qualifying as such in SECTION V. DEFINITIONS of this policy. Words and phrases that are printed in bold-face type are defined in this policy. These definitions are found in SECTION V. DEFINITIONS of this policy or in the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations and in accordance with the provisions of this policy we agree with you to provide coverage as follows: Insuring Agreements SECTION I. COVERAGE A. Coverage A-Excess Fallow Form Liability Insurance Under Coverage A, we will pay an behalf of the insured those damages covered by this insurance in excess of the total applicable limits of underlying insurance. With respect to Coverage A, this policy includes: 1. The terms and conditions of underlying insurance to the extent such terms and conditions are not inconsistent or do not conflict with the terms and conditions referred to in Paragraph 2. below; and 2. The terms and conditions that apply to Coverage A of this policy. Notwithstanding anything to the contrary contained above, if underlying insurance does not apply to damages, for reasons other than exhaustion of applicable Limits of Insurance by payment of toss, then Coverage A does not apply to such damages. Also, Coverage A does not apply to any form of casualty business crisis expense insurance even if such insurance is afforded under underlying insurance or would have been afforded except for the exhaustion of the Limits of insurance of underlying insurance. B. Coverage B - Umbrella Liability Insurance Under Coverage B, we will pay on behalf of the insured those damages the insured becomes legally obligated to pay by reason of liability: 1. Imposed by law because of bodily injury, property damage, or personal and advertising injury; or 2. Assumed under an insured contract because of bodily injury or property damage; covered by this insurance but only if the injury, damage or offense arises out of your business, takes place during the policy period of this policy and is caused by an occurrence happening anywhere. We will pay such damages in excess of the Retained Limit specified in Item 5. of the Declarations or the amount payable by other insurance, whichever is greater. Coverage B does not apply to any loss, claim or suit for which insurance is afforded under underlying insurance or would have been afforded except for the exhaustion of the Limits of Insurance of underlying insurance. The amount we will pay for loss under Coverage A or Coverage B is limited as described in SECTION II. LIMITS OF INSURANCE. We have no obligation under Coverage A and/or Coverage B with respect to any settlement made without our consent. The insurance afforded under Coverage A and Coverage B applies to bodily injury or property damage only if prior to the policy period, no designated insured knew that the bodily injury or property damage had occurred, in whole or in part. If such a designated insured knew, prior to the policy period, that the bodily injury or property damage occurred, then any continuation, change or resumption of such bodily injury or property damage during or after the policy period will be deemed to have been known prior to the policy period. U-UMB-103-C CW(03/10) Page 1 of 19 c. The duties and requirements imposed upon any insured under this policy will not apply to any non-admitted jurisdiction. However, with respect to any claims made or suits brought in a non-admitted jurisdiction, it will be the duty of the first Named Insured to do or cause the applicable qualified entity to do such things as would be required of such qualified entity if Coverage A applied directly to such claim or suit, including: (1) Make such investigation, defense or settlement as we deem reasonable; (2) Obtain our approval for any payment; and (3) Effect approved payments to others, in accordance with the terms and conditions of this insurance. d. Under Coverage B, this policy does not apply to any liability, damage, loss, cost or expense arising out of any operations or activities of a qualified entity. e. We will promptly pay the first Named Insured at the mailing address listed in Item 2. of the Declarations the amount of damages covered under the terms of this policy. If the first Named Insured or any qualified entity recovers from any third party all or part of any amount that we have paid pursuant to this insurance, the first Named Insured will promptly reimburse the amount of any such recovery to us. 10. Legal Action Against Us There will be no right of action against us under this insurance unless: a. You have complied with all the terms of this policy; and b. The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. 11. Maintenance of Underlying Insurance During the period of this policy, you agree: a. To keep the policies listed in the Schedule of Underlying Insurance in full force and effect; b. That the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of limits by payment of claims or suits for damages covered by underlying insurance; c. The policies listed in the Schedule of Underlying Insurance may not be canceled or not renewed by you without notifying us, and you agree to notify us in the event an insurance company cancels or declines to renew any policy listed in the Schedule of Underlying Insurance; and d. Renewals or replacements of the policies listed in the Schedule of Underlying Insurance will not be materially changed without our agreement. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. 12. Miscellaneous Unintentional Errors and Omissions Any unintentional error or omission in the description of, or failure to describe completely, any premises or operations intended to be covered by this policy, shall not invalidate or affect the coverage for those operations or premises. However, the insured must report such error or omission to the company as soon as practicable after its discovery. 13. Other Insurance If other insurance applies to damages that are also covered by this policy, this policy will apply excess of the other insurance. However, this provision will not apply: a. If the other insurance is written to be excess of this policy; or b. With respect to Coverage A only, if the named insured has agreed in a written contract to carry insurance to apply prior to and be non-contributory with that of another person or organization's insurance, but only as respects damages arising out of insured operations or work on behalf of the named insured performed under such written contract. The limits available to the other person or organization will be the lesser of the policy limits or the minimum limits required by such written contract. In that case, other insurance of that person or organization will apply as excess and not contribute prior to the insurance afforded by this policy. U-UMB-103-C CW(03/10) Page 17 of 19 Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. 14. Premium The premium for this policy as stated in Item 6. of the Declarations is a flat premium. It is not subject to adjustment unless an endorsement is attached to this policy. 15. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to the first Named Insured, this insurance applies: a. As if each named insured were the only named insured; and b. Separately to each insured against whom claim is made or suit is brought. 16. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations in any country, jurisdiction, state or province where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. If we are prevented by law or statute from paying on behalf of the insured, then we will, where permitted by law or statute, indemnify the insured. 17. Transfer of Rights of Recovery Against Others to Us a. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us. The insured must do nothing after the loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if any insured is required by a written contract or agreement which is executed before a loss to waive their rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations for which the insured has not waived their rights of recovery by contract. b. Any amount recovered will be apportioned in the inverse order of payment of loss to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries. 18. Transfer of Your Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent. If you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having temporary custody of your property will have your rights and duties but only with respect to that property. 19. When Loss is Payable Coverage under this policy will not apply until the insured, or the insured's underlying insurer has paid or is legally obligated to pay the full amount of the Underlying Limits of Insurance or Retained Limit. When the amount of loss is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of loss covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the Retained Limit paid by us. 20. Violation of Economic or Trade Sanctions If coverage for a claim or suit under this policy is in violation of any economic or trade sanctions of the United States of America then coverage for that claim or suit will be null and void. B. The following Condition is applicable to Coverage A and Coverage B: 1. Notice of Occurrence, Claim or Suit a. You must see to it that we are notified as soon as practicable of an occurrence which may result in damages covered by this policy. To the extent possible, notice will include: (1) How, when and where the occurrence took place; U-UMB-103-C CW(03/10) Page 18 of 19