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R2024-087 2024-05-20
DocuSign Envelope ID:7CB5CBCF-3E02-4416-924C-2173E43ECBFF RESOLUTION NO. R2024-87 A Resolution of the City Council of the City of Pearland,Texas, authorizing a contract with Cobb Fendley&Associates,Inc.,for design services associated with the Dixie Farm at Hastings Friendswood Road Intersection Improvement Project, in the estimated amount of$77,232.75 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS Section 1 That certain contract for professional services associated with the Dixie Farm at Hastings Friendswood Road Intersection Improvement Project, a copy of which is attached hereto as Exhibit"A"and made a part hereof for all purposes, is hereby authorized and approved Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for professional services associated with the Dixie Farm at Hastings Friendswood Road Intersection Improvement Project. PASSED, APPROVED and ADOPTED this the 20th day of May, A.D , 2024 . EVIN COLE MAYOR ATTEST Dom:Signed by: [ rti& sF avitar oocc22621rrrats... FRANCES AGUILAR, TRMC, MMC •,,,,, n •,,,,, CITY SECRETARY ;o� •Q 'R�NO'%� :�� APPROVED AS TO FORM U1 �� ;cn; DocuSlgned by: '' C F,3fSAR9RRR,F4RR �'�•n u••••�•,`,•,niu•� DARRIN M COKER CITY ATTORNEY Design 1 of 8 D2. Revised 04/2019 CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is entered into upon final execution by and between the City of Pearland ("CITY") and Cobb, Fendley & Associates, Inc. ("CONSULTANT"). The CITY engages the CONSULTANT to perform professional services for a project known and described as Dixie Farm Road at Hastings Friendswood Road Intersection ("PROJECT"). (Project #TR2402 Contract # P0524-15) SECTION I - SERVICES OF THE CONSULTANT The CONSULTANT shall perform the following professional services to CITY standards and in accordance with the degree of care and skill that a professional in Texas would exercise under the same or similar circumstances: A.The CONSULTANT shall render the following professional engineering services: Survey, design, bid phase services, and construction phase services. See Exhibit A, attached, for a detailed SCOPE OF WORK and PROJECT schedule. The PROJECT schedule shall be submitted in digital and hard copy form in the Microsoft Project for Windows format. B.The CONSULTANT shall prepare and submit a detailed opinion of estimated cost of the PROJECT. C.The CONSULTANT acknowledges that the CITY (through its employee handbook) considers the following to be misconduct that is grounds for termination of a CITY employee: Any fraud, forgery, misappropriation of funds, receiving payment for services not performed or for hours not worked, mishandling or untruthful reporting of money transactions, destruction of assets, embezzlement, accepting materials of value from vendors, or consultants, and/or collecting reimbursement of expenses made for the benefit of the CITY. The CONSULTANT agrees that it will not, directly or indirectly; encourage a CITY employee to engage in such misconduct. D.The CONSULTANT shall submit all final construction documents in both hard copy and electronic format. Plans shall be AutoCAD compatible and all other documents shall be Microsoft Office compatible. The software version used shall be compatible to current CITY standards. Other support documents, for example, structural calculations, drainage reports and geotechnical reports, shall be submitted in hard copy only. All Record Drawings electronic files shall be submitted to the CITY in TIF format. E.The CONSULTANT recognizes that all drawings, special provisions, field survey notes, reports, estimates and any and all other documents or work product generated by the CONSULTANT under the CONTRACT shall be delivered to the CITY upon request, shall become subject to the Open Records Laws of this State. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Design 2 of 8 D2 Revised 04/2019 F.The CONSULTANT shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons, damages to property, or any errors and omissions relating to the performance of any work by the CONSULTANT, its agents, employees or subcontractors under this Agreement, as follows: (1)Workers’ Compensation as required by law. (2)Professional Liability Insurance in an amount not less than $1,000,000 in the aggregate. (3)Comprehensive General Liability and Property Damage Insurance with minimum limits of $1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and $1,000,000 for each occurrence of damage to or destruction of property. (4)Comprehensive Automobile and Truck Liability Insurance covering owned, hired, and non-owned vehicles, with minimum limits of $1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and $1,000,000 for property damage. The CONSULTANT shall include the CITY as an additional insured under the policies, with the exception of the Professional Liability Insurance and Workers’ Compensation. The CONSULTANT shall agree to waive its Right to Subrogation. Certificates of Insurance and endorsements shall be furnished to the CITY before work commences. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, and/or reduced in coverage or in limits (“Change in Coverage”) except with prior written consent of the CITY and only after the CITY has been provided with written notice of such Change in Coverage, such notice to be sent to the CITY either by hand delivery to the City Manager or by certified mail, return receipt requested, and received by the City no fewer than thirty (30) days prior to the effective date of such Change in Coverage. Prior to commencing services under this CONTRACT, CONSULTANT shall furnish CITY with Certificates of Insurance, or formal endorsements as required by this CONTRACT, issued by CONSULTANT’S insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this CONTRACT are in full force and effect. G.The CONSULTANT shall indemnify and hold the CITY, its officers, agents, and employees, harmless from any claim, loss, damage, suit, and liability of every kind for which CONSULTANT is legally liable, including all expenses of litigation, court costs, and attorney's fees, for injury to or death of any person, for damage to any property, or errors in design, any of which are caused by the negligent act or omission of the CONSULTANT, his officers, employees, agents, or subcontractors under this CONTRACT. H.All parties intend that the CONSULTANT, in performing services pursuant to this CONTRACT, shall act as an independent contractor and shall have control of its DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Design 3 of 8 D2 Revised 04/2019 own work and the manner in which it is performed. The CONSULTANT is not to be considered an agent or employee of the CITY. SECTION II - PERIOD OF SERVICE This CONTRACT will be binding upon execution and end June 1, 2026. SECTION III - CONSULTANT'S COMPENSATION A.The total compensation for the services performed shall not exceed the total noted in Section B. B.The CITY shall pay the CONSULTANT in installments based upon monthly progress reports and detailed invoices submitted by the CONSULTANT based upon the following: 1.Basic Services (Not to Exceed)$55,067.00 2.Additional Services shall require independent and specific authorization and shall be billed as (Not to Exceed):$0.00 3.Bid Phase Services (Hourly Not to Exceed)$3,478.00 4.Construction Phase Services (Hourly Not to Exceed)$15,505.00 5.Reimbursable Expenses (Not to Exceed)$3,182.75 6.Total:$77,232.75 C.The CITY shall make payments to the CONSULTANT within thirty (30) days after receipt and approval of a detailed invoice. Invoices shall be submitted on a monthly basis. D.CONSULTANT shall invoice for work performed during the preceding thirty day period (“Billing Period”). The Billing Period shall run from the 26th day to the 25th day of each consecutive month. Invoices shall be submitted to CITY not more frequently than once every 30 days. CONSULTANT shall be responsible for timely submittal of all invoices and CONSULTANT shall not be entitled to payment for invoices in arrears. All invoices shall reflect most recent single Billing Period only and represent the true, correct and accurate account of work performed during the Billing Period. E.For an agreed contract amount identified as “Lump Sum”, Not to Exceed” and “Reimbursable” the CONSULTANT shall not exceed the fixed contractual amount without written authorization in the form of a Contract Amendment. CONSULTANT shall provide 45 days prior notice to the CITY in the event contract DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Design 4 of 8 D2 Revised 04/2019 fees may exceed the fixed contract amount. CONSULTANT shall be responsible for ensuring that such authorization is complete and executed by all parties performing any work or submitting any invoices for work that exceeds the fixed contract amount under any expense category. F. Allowable Reimbursable Expenses CONSULTANT shall identify and include in the proposal any anticipated Reimbursable Expenses, and shall itemize Reimbursable Expenses by work category. Reimbursable Expenses shall be invoiced AT COST without subsequent markup by the CONSULTANT. All invoices containing a request for Reimbursable Expenses shall include copies of the original expense receipts itemized per the allowable category. Allowable Reimbursable Expenses include: • Hard copy reproductions, copies and/ or binding costs • Postage • Mileage, for travel from Consultant’s local office (within a 25 mile radius) to meetings at the City or job-site. Mileage shall be charged at the current IRS rates. • Travel expenses, mileage from local office to State or federal regulatory agency office beyond 100 miles. • Lodging expenses, for destinations beyond 100 miles from the Consultant’s local office AND when business hours exceed eight hours within one business day OR requires more than one eight hour day. F.2. Disallowed Expenses Disallowed Expenses include travel expenses for professional expertise traveling into the greater Houston area from Consultant offices outside of the greater Houston area. SECTION IV - THE CITY'S RESPONSIBILITIES A. The CITY shall designate a project manager during the term of this CONTRACT. The project manager has the authority to administer this CONTRACT and shall monitor compliance with all terms and conditions stated herein. All requests for information from or a decision by the CITY on any aspect of the work shall be directed to the project manager. B. The CITY shall review submittals by the CONSULTANT and provide prompt response to questions and rendering of decisions pertaining thereto, to minimize delay in the progress of the CONSULTANT'S work. The CITY will keep the CONSULTANT advised concerning the progress of the CITY'S review of the work. The CONSULTANT agrees that the CITY'S inspection, review, acceptance or approval of CONSULTANT'S work shall not relieve CONSULTANT'S DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Design 5 of 8 D2 Revised 04/2019 responsibility for errors or omissions of the CONSULTANT or its sub- consultant(s) or in any way affect the CONSULTANT’S status as an independent contractor of the CITY. SECTION V - TERMINATION A.The CITY, at its sole discretion, may terminate this CONTRACT for any reason -- with or without cause -- by delivering written notice to CONSULTANT personally or by certified mail at 4424 West Sam Houston Pkwy N, Suite 600, Houston, TX 77041 Immediately after receiving such written notice, the CONSULTANT shall discontinue providing the services under this CONTRACT. B.If this CONTRACT is terminated, CONSULTANT shall deliver to the CITY all drawings, special provisions, field survey notes, reports, estimates and any and all other documents or work product generated by the CONSULTANT under the CONTRACT, entirely or partially completed, together with all unused materials supplied by the CITY on or before the 15th day following termination of the CONTRACT. C.In the event of such termination, the CONSULTANT shall be paid for services performed prior to receipt of the written notice of termination. The CITY shall make final payment within sixty (60) days after the CONSULTANT has delivered to the CITY a detailed invoice for services rendered and the documents or work product generated by the CONSULTANT under the CONTRACT. D.If the remuneration scheduled under this contract is based upon a fixed fee or definitely ascertainable sum, the portion of such sum payable shall be proportionate to the percentage of services completed by the CONSULTANT based upon the scope of work. E.In the event this CONTRACT is terminated, the CITY shall have the option of completing the work, or entering into a CONTRACT with another party for the completion of the work. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Design 6 of 8 D2 Revised 04/2019 F.If the CITY terminates this CONTRACT for cause and/or if the CONSULTANT breaches any provision of this CONTRACT, then the CITY shall have all rights and remedies in law and/or equity against CONSULTANT. Venue for any action or dispute arising out of or relating to this CONTRACT shall be in Brazoria County, Texas. The laws of the State of Texas shall govern the terms of this CONTRACT. The prevailing party in the action shall be entitled to recover its actual damages with interest, attorney’s fees, costs and expenses incurred in connection with the dispute and/or action. CONSULTANT and CITY desire an expeditious means to resolve any disputes that may arise between under this CONTRACT. To accomplish this, the parties agree to mediation as follows: If a dispute arises out of or relates to this CONTRACT, or the breach thereof, and if the dispute cannot be settled through negotiation, then the parties agree first to try in good faith, and before pursuing any legal remedies, to settle the dispute by mediation of a third party who will be selected by agreement of the parties. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Design 7 of 8 D2 Revised 04/2019 ____________________________ CONSULTANT DATE SECTION VI – ENTIRE AGREEMENT This CONTRACT represents the entire agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or contracts, either written or oral. This CONTRACT may be amended only by written instrument signed by both parties. SECTION VII – COVENANT AGAINST CONTINGENT FEES The CONSULTANT affirms that he has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT to solicit or secure this CONTRACT, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of the CONTRACT. For breach or violation of this clause, the CITY may terminate this CONTRACT without liability, and in its discretion, may deduct from the CONTRACT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage brokerage fee, gift, or contingent fee that has been paid. SECTION VIII- SUCCESSORS AND ASSIGNS This CONTRACT shall not be assignable except upon the written consent of the parties hereto. ____________________________ CITY OF PEARLAND, TEXAS DATE 5-2-24 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 5/21/2024 | 3:12 PM CDT DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 1920 Country Place Parkway, Suite 400 | Pearland, Texas 77584 | 281.993.4952 | fax 281.993.8086 | www.cobbfendley.com April 10, 2024 City of Pearland Attn: Mr. Raj Shrestha, P.E. 2016 Old Alvin Rd Pearland, Texas 77581 Re: Dixie Farm Rd at Tall Oak Dr Intersection Improvements. Proposal for Traffic Engineering Services Dear Mr. Shrestha: Cobb, Fendley & Associates, Inc. (“CobbFendley”) is pleased to propose professional traffic engineering services to you in the not to exceed amount of $77,232.75 in connection with the survey, design, bidding and construction of the following intersection located in Pearland, Texas: · Dixie Farm Rd at Tall Oak Dr Please find attached to this letter a description of the services to be provided by CobbFendley as well as a fee schedule. CobbFendley will use best engineering practices to complete its Services as follows: · Survey (25 working days) · Design (120 working days) · Bid Phase Services (50 working days) · Construction Phase Services (210 working days) The opportunity to propose professional traffic engineering services is appreciated and we look forward to working on this project with you. Sincerely, COBB, FENDLEY & ASSOCIATES, INC. Brian Castille, P.E., PTOE Department Manager | Traffic Attachment: Project Scope Fee Schedule Original City of Pearland Exhibit PROPOSAL FOR PROFESSIONAL SERVICES DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 1920 Country Place Parkway, Suite 400 | Pearland, Texas 77584 | 281.993.4952 | fax 281.993.8086 | www.cobbfendley.com SCOPE OF SERVICES Project Location: Dixie Farm Rd at Tall Oak Dr in Pearland, Texas Project Description: For this description, it is assumed that Dixie Farm Rd runs east / west and Tall Oak Dr runs north / south. Design proposed traffic signal with pavement markings and pedestrian curb ramp modifications at the intersection itself and widen pavement on the south leg of the intersection to be 3-lanes and transition to 2-lanes approximately 200’ from the intersection. No profile will be included (plan view only). Three (3) section details will be provided on the plan layout to identify how to mill, overlay, widen and regrade the ditch in the SW quadrant. Project components are survey, design, bid phase services and construction phase services. Project Limits: Intersection of Dixie Farm Rd at Tall Oak Dr in Pearland, Texas – 200 feet from end of radius on all 4 intersection legs. Scope of Work: Lump Sum Tasks Project Management Overall management of the tasks associated with this project including the QA / QC process in order to ensure a quality product for the length of project until completion. Agency Coordination / Progress Meetings Attend up to 2 meetings and coordinate with the City of Pearland. Note: This does not include any Advance Funding Agreement (AFA) coordination / documents (not expected as part of this project) and USACE coordination is not expected as part of this project. Topographic Survey Topographic survey (2D, local control) will be performed within the project limits (200’ from intersection on each approach). A “one call” will be performed to have utilities field located. The topographic survey will include at a minimum the following: o Right of Way o Easements (if applicable) o Existing Curb DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Dixie Farm Rd at Tall Oak Dr April 10, 2024 Page 2 of 4 2 o Sidewalk (including pedestrian curb ramps) o Water line locations (including fire hydrants) o Gas line locations o Power pole locations o Storm sewer (including storm sewer inlets) o Manholes o Valves o Utility markers o Phone and Fiber Optic Cable o Sanitary sewer o Overhead utilities (phone and electric) o Other utilities o Driveways o Trees and shrubs o Ground boxes o Roadway illumination o Roadside signs o Other significant features Utility Coordination with City (for Topographic Survey) Coordinate with City staff to obtain locations of sanitary sewer, storm sewer and water lines that are not located as part of the “one call” to include in the topographic survey file. Site Visit and Survey Verification A site visit shall be performed to survey and investigate site conditions and to review general field survey information. Traffic Signal Design A traffic signal design shall be produced for the intersection of Dixie Farm Rd at Tall Oak Dr. Below is a summary of the design elements that shall be provided for the intersection: o Full traffic signal design DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Dixie Farm Rd at Tall Oak Dr April 10, 2024 Page 3 of 4 3 o Mast arm pole design (no elevations) These proposed traffic signal improvements shall be provided in a set of plans as required by the City, which includes the following: o Title Sheet / Index o Existing Condition Diagrams o Proposed Traffic Signal Layouts o Electrical Schedule, Sign Design, Phasing Diagrams o Signing and Pavement Marking Layouts o General Notes o Traffic Signal Notes o Applicable TxDOT / City Standards Paving and Drainage Design This will include pedestrian curb ramp modifications and to widen the pavement on the south leg of the intersection to be 3-lanes and transition to 2-lanes approximately 200’ from the intersection. No profile will be included (plan view only). Three (3) section details will be provided on the plan layout to identify how to mill, overlay, widen and regrade the ditch in the SW quadrant. Details will be provided to demonstrate how to taper the mill and overlay into the existing asphalt. The goal of this design is to keep it simple yet provide the contractor with sufficient information to be able to construct the proposed improvements. No drainage analysis will be provided. Note: Any TDLR inspection fees to be paid for under direct expenses. Confirmation of Power The proposed power location for the intersection shall be identified and followed up by coordination with responsible power company to confirm the power location. A letter shall be obtained from responsible power company documenting their acceptance to the power source. 60%, 90%, 100% Submittal Coordination Coordination and plan set assembly of milestone submittals. Each submittal shall include plan set, cost estimate and specifications manual and shall accompany its corresponding invoice. Construction Estimate and Quantities Construction estimate and quantities will be provided for the design to be included in the overall project package. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Dixie Farm Rd at Tall Oak Dr April 10, 2024 Page 4 of 4 4 Project Manual CobbFendley will prepare the project manual for the project with associated City of Pearland front end and specification documents. Bid Phase Services This will include: o Pre-bid meeting (1) o Answering questions o Issuing addendums o Review of bids / prepare bid tabulations o Recommending a contractor (letter of recommendation) Construction Phase Services Provide construction phase services for the proposed traffic signal construction. The construction phase services could consist of the following: o Preconstruction meeting (1) o Progress meetings (up to 4) o Field meetings with the contractor and/or City and/or utilities such as CenterPoint Energy, AT&T, etc. (up to 2) o Addressing RFI’s from the contractor o Shop drawing review and approval o Field verifying that contractor invoices match what was constructed o Modifications to the plan set due to unforeseen issues in the field, errors and omissions o TDLR Inspection (if applicable) o Construction observation o As-built drawings o Letter of recommendation for acceptance o GIS location of improvements o Substantial completion walkthrough o Final walkthrough Deliverables: The deliverable shall consist of the following: o PDF’s for all official submittals (no hard copies – see note below). o Bid Form will be provided (no hard copies – see note below). Note: Any hard copies of project manual and/or plan set will be paid for under direct expenses. CobbFendley will coordinate with City of Pearland for hard copy requirements. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Project: Description: Method of Pay: Project Project Survey 3-Person Construction Total Task Description (Lump Sum / Time & Materials) Task Principal Manager Engineer EIT / CAD RPLS Tech Field Crew Observer Clerical Labor Cost Hours Hours Hours Hours Hours Hours Hours Hours Hours Hours Project Management and Administration (Lump Sum) Project Management $1,568.00 1 4 2 7 Agency Coordination / Progress Meetings $2,064.00 8 8 Project Management Fee Subtotal $3,632.00 Survey (Lump Sum) Survey Control $1,676.00 1 4 4 1 10 Boundary (RIGHT-OF-WAY) $2,212.00 1 8 4 1 14 Design Survey (Topo) $4,806.00 1 8 16 2 27 CAD Production $2,890.00 1 20 21 One Call + Utility Coordination $688.00 2 2 4 Survey Fee Subtotal $12,272.00 Design (Lump Sum) Site Visit and Survey Verification $978.00 3 3 6 Title Sheet / Index $1,683.00 3 8 11 Existing Condition Diagram $1,683.00 3 8 11 Traffic Signal Plan Layout (Mast Arm, No Elevations) $7,554.00 1 12 36 49 Electrical Schedule, Sign Design, Phasing Diagram $4,558.00 1 8 20 29 Signing and Pavement Marking Layout (2 Sheets) $3,624.00 1 6 16 23 Paving and Drainage Layout (2 Sheets No Profile View) $8,294.00 1 16 36 53 Traffic Signal Notes $1,216.00 2 6 8 General Notes $1,216.00 2 6 8 Applicable TxDOT / City Standards $1,498.00 2 8 10 Confirmation of Power (1 Intersection) $653.00 3 1 4 60%, 90%, 100% Submittal Coordination $1,304.00 4 4 8 Construction Estimate and Quantities (1 Intersection) $1,844.00 1 4 6 11 Prepare Project Manual $3,058.00 2 4 10 4 20 Design Fee Subtotal $36,105.00 Bidding (Lump Sum) Bid Phase Services $3,478.00 8 4 2 4 18 Bidding Fee Subtotal $3,478.00 Construction Phase Services (Time & Materials) Attend Precon Meeting $1,329.00 3 3 6 Attend Monthly Progress Meetings (4 Assumed) $2,456.00 8 4 12 RFI Submittals and Shop Drawing Review $2,190.00 2 6 4 12 Provide Interpretation of Drawings $1,538.00 2 4 2 8 Field Changes / Meetings $3,495.00 2 3 6 1 4 4 20 Field Meetings (2 for Substantial and Final Completion) $1,032.00 4 4 Provide Record Drawings (As-builts) $2,505.00 1 3 12 16 Construction Observation $960.00 6 6 Construction Phase Services Fee Subtotal $15,505.00 Hours Subtotals 1 49 95 193 7 46 28 6 19 444 Project Project Survey 3-Person Construction Contract Rate Per Hour Principal Manager Engineer EIT / CAD RPLS Tech Field Crew Observer Clerical Labor $340.00/HR. $258.00/HR. $185.00/HR. $141.00/HR. $210.00/HR. $134.00/HR. $208.00/HR. $160.00/HR. $98.00/HR. Subtotal Subtotal Labor Costs $340.00 $12,642.00 $17,575.00 $27,213.00 $1,470.00 $6,164.00 $5,824.00 $960.00 $1,862.00 $74,050.00 Direct Expenses (Reimbursable at Cost) Unit Quantity Unit Cost Subtotal Vehicle Mileage - (Current State Rate) Mile 200 0.670$ 134.00$ TDLR Inspection Fees Allowance 1 1,500.00$ 1,500.00$ Plan Set Reproduction Fees for Contractor (11" x 17", 22" x 34") Allowance 1 1,000.00$ 1,000.00$ Project Manual Reproduction Fees Allowance 1 500.00$ 500.00$ Photocopies B/W (Up to 11" x 17") Each 75 0.15$ 11.25$ Photocopies Color (Up to 11" X 17") Each 25 1.50$ 37.50$ Direct Expenses Subtotal 3,182.75$ TOTAL COST (Lump Sum / Time & Materials) 77,232.75$ Dixie Farm Dr at Tall Oak Dr Lump Sum / Time & Materials Intersection Improvements (with Survey, Bidding and Construction Phase Services) Cobb, Fendley & Associates, Inc. TBPE Firm Registration No. 274 1920Country Place Parkway, Suite 400 | Pearland, TX 77584 $39,163.00 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Traffic Signal and Roadway Improvements MAP PREPARED: NOVEMBER 2023 CREATED WITH WEB PRINT TOOL This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. 0 0.01 0.02 mi 1 inch = 94 feet ¡Tall Oak Dr at Dixie Farm CITY OF PEARLANDDixie FarmTa l l O a k D r DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Phoenix Insurance Company Travelers Property Cas. Co. of America Farmington Casualty Company Endurance American Specialty Ins Co Travelers Indemnity Company 5/02/2024 USI Southwest 9811 Katy Freeway, Suite 500 Houston, TX 77024 713 490-4600 Tami Melton 713 490-4600 713-490-4700 tami.melton@usi.com Cobb, Fendley & Associates, Inc. 4424 W Sam Houston Parkway N Suite 600 Houston, TX 77041 25623 25674 41483 41718 25658 A X X X P6306T020324PHX23 07/10/2023 07/10/2024 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 E X X X BA5T9261002343G 07/10/2023 07/10/2024 1,000,000 B X X X 10000 CUP4S01891423NF 07/10/2023 07/10/2024 12,000,000 12,000,000 C N UB6T0405192343G 07/10/2023 07/10/2024 X 1,000,000 1,000,000 1,000,000 D Professional Liability DPL30039639000 07/10/2023 07/10/2024 $5,000,000 per claim $5,000,000 annl aggr. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate holder, only when there is a written contract or written agreement between the named insured and the certificate holder that requires such status, and only with regard to work performed on behalf of the named insured (GL: CGD3790219 ongoing and completed operations, CG D2460419; AL: CA T3530817). (See Attached Descriptions) City of Pearland 2016 Old Alvin Road Pearland, TX 77581 1 of 2 #S44642147/M43256092 COBBFENDClient#: 153896 MLKZP 1 of 2 #S44642147/M43256092 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) The General, Automobile, and Umbrella Liability policies contain a special endorsement with "Primary and Noncontributory" wording (GL: CGT1000219; AL: CAT4740817; UL: EU0001 7/16). The General Liability, Automobile, Workers Compensation, and Professional Liability policies provide a Blanket Waiver of Subrogation when required by written contract (GL: CGD3790219; AL: CA73530817; WC: WC000313; BDP0417001). The General Liability, Automobile, Workers Compensation, Umbrella Liability, and Professional Liability policies include an endorsement providing that 30 days notice of cancellation for reasons other than non-payment of premium and 10 days notice of cancellation for nonpayment of premium will be given to the Certificate Holder by the Insurance Carrier. The Umbrella Liability policy contains Excess Follows Form (EU0001 7/16). The Umbrella policy sits over the General, Auto, and Employers Liability coverages. RE: Dixie Farm Road at Hastings Friendswood Road Intersection; Project #TR2402 City of Pearland, Texas is included as additional insured on the general liability and auto liability policies where required by written contract. 2 of 2 #S44642147/M43256092 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1)Any "bodily injury", "property damage" or "personal injury" arising out of the providing,The following is added to SECTION II – WHO IS AN or failure to provide, any professionalINSURED: architectural, engineering or surveyingAny person or organization that you agree in a services, including:written contract or agreement to include as an additional insured on this Coverage Part is an (a)The preparing, approving, or failing to insured, but only:prepare or approve, maps, shop drawings, opinions, reports, surveys,a.With respect to liability for "bodily injury" or field orders or change orders, or the"property damage" that occurs, or for "personal preparing, approving, or failing toinjury" caused by an offense that is committed, prepare or approve, drawings andsubsequent to the signing of that contract or agreement and while that part of the contract or specifications; and agreement is in effect; and (b)Supervisory, inspection, architectural or b.If, and only to the extent that, such injury or engineering activities.damage is caused by acts or omissions of you or (2)Any "bodily injury" or "property damage"your subcontractor in the performance of "your caused by "your work" and included in thework" to which the written contract or agreement "products-completed operations hazard"applies. Such person or organization does not unless the written contract or agreementqualify as an additional insured with respect to the independent acts or omissions of such specifically requires you to provide such person or organization.coverage for that additional insured during the policy period.The insurance provided to such additional insured is subject to the following provisions:c.The additional insured must comply with the a.If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum (1)Give us written notice as soon as practicablelimits required by the written contract or of an "occurrence" or an offense which mayagreement, the insurance provided to the result in a claim. To the extent possible, suchadditional insured will be limited to such notice should include:minimum required limits. For the purposes of determining whether this limitation applies, the (a)How, when and where the "occurrence"minimum limits required by the written contract or or offense took place;agreement will be considered to include the (b)The names and addresses of any injuredminimum limits of any Umbrella or Excess persons and witnesses; andliability coverage required for the additional insured by that written contract or agreement.(c)The nature and location of any injury orThis provision will not increase the limits of damage arising out of the "occurrence"insurance described in Section III – Limits Of or offense.Insurance. (2)If a claim is made or "suit" is brought againstb.The insurance provided to such additional the additional insured:insured does not apply to: CG D2 46 04 19 ú 2018 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 P6306T020324PHX23POLICY NUMBER: DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY (a)Immediately record the specifics of the (4)Tender the defense and indemnity of any claim or "suit" and the date received; and claim or "suit" to any provider of other insurance which would cover such additional(b)Notify us as soon as practicable and see insured for a loss we cover. However, thisto it that we receive written notice of the condition does not affect whether theclaim or "suit" as soon as practicable.insurance provided to such additional (3)Immediately send us copies of all legal insured is primary to other insurancepapers received in connection with the claim available to such additional insured whichor "suit", cooperate with us in the covers that person or organization as ainvestigation or settlement of the claim or named insured as described in Paragraph 4.,defense against the "suit", and otherwise Other Insurance, of Section IV – Commercialcomply with all policy conditions.General Liability Conditions. Page 2 of 2 ú 2018 The Travelers Indemnity Company. All rights reserved.CG D2 46 04 19 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1)The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered.in the"coverage territory"; Throughout this policy the words "you" and "your" refer (2)The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named (3)Prior to the policy period, no insured listedInsured under this policy. The words "we", "us" and under Paragraph 1.of Section II – Who Is"our" refer to the company providing this insurance.An Insured and no "employee" authorized The word "insured" means any person or organization by you to give or receive notice of an qualifying as such under Section II – Who Is An "occurrence" or claim knew that the "bodily Insured.injury" or "property damage" had occurred, in whole or in part. If such a listed insuredOther words and phrases that appear in quotation or authorized "employee" knew, prior to themarks have special meaning. Refer to Section V –policy period, that the "bodily injury" orDefinitions."property damage" occurred, then any SECTION I – COVERAGES continuation, change or resumption of such "bodily injury" or "property damage" duringCOVERAGE A – BODILY INJURY AND PROPERTY or after the policy period will be deemed toDAMAGE LIABILITY have been known prior to the policy period.1. Insuring Agreement c."Bodily injury" or "property damage" whicha.We will pay those sums that the insured occurs during the policy period and was not,becomes legally obligated to pay as damages prior to the policy period, known to havebecause of "bodily injury" or "property damage"occurred by any insured listed under Paragraphto which this insurance applies. We will have 1.of Section II – Who Is An Insured or anythe right and duty to defend the insured against "employee" authorized by you to give or receiveany "suit" seeking those damages. However,notice of an "occurrence" or claim, includes anywe will have no duty to defend the insured continuation, change or resumption of thatagainst any "suit" seeking damages for "bodily "bodily injury" or "property damage" after theinjury" or "property damage" to which this end of the policy period.insurance does not apply. We may, at our discretion, investigate any "occurrence" and d."Bodily injury" or "property damage" will be settle any claim or "suit" that may result. But:deemed to have been known to have occurred at the earliest time when any insured listed(1)The amount we will pay for damages is under Paragraph 1.of Section II – Who Is Anlimited as described in Section III – Limits Insured or any "employee" authorized by you toOf Insurance; and give or receive notice of an "occurrence" or (2)Our right and duty to defend end when we claim: have used up the applicable limit of (1)Reports all, or any part, of the "bodilyinsurance in the payment of judgments or injury" or "property damage" to us or anysettlements under Coverages A or B or other insurer;medical expenses under Coverage C. (2)Receives a written or verbal demand orNo other obligation or liability to pay sums or claim for damages because of the "bodilyperform acts or services is covered unless injury" or "property damage"; orexplicitly provided for under Supplementary Payments.(3)Becomes aware by any other means that "bodily injury" or "property damage" hasb.This insurance applies to "bodily injury" and occurred or has begun to occur."property damage" only if: CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. P6306T020324PHX23POLICY NUMBER: DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY e.Damages because of "bodily injury" include (3)Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. any time from the"bodily injury".This exclusion applies only if you are in the Exclusions business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. ForThis insurance does not apply to:the purposes of this exclusion, permitting aa. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury" or "property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages:e. Employer's Liability (1)That the insured would have in the absence "Bodily injury" to:of the contract or agreement; or (1)An "employee" of the insured arising out of(2)Assumed in a contract or agreement that is and in the course of:an "insured contract", provided that the (a)Employment by the insured; or"bodily injury" or "property damage" occurs subsequent to the execution of the contract (b)Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract",(2)The spouse, child, parent, brother or sisterreasonable attorneys' fees and necessary of that "employee" as a consequence oflitigation expenses incurred by or for a party Paragraph (1)above.other than an insured will be deemed to be This exclusion applies whether the insured maydamages because of "bodily injury" or be liable as an employer or in any other capacity"property damage", provided that:and to any obligation to share damages with or(a)Liability to such party for, or for the repay someone else who must pay damagescost of, that party's defense has also because of the injury.been assumed in the same "insured This exclusion does not apply to liabilitycontract"; and assumed by the insured under an "insured(b)Such attorneys' fees and litigation contract".expenses are for defense of that party f. Pollutionagainst a civil or alternative dispute (1)"Bodily injury" or "property damage" arisingresolution proceeding in which out of the actual, alleged or threateneddamages to which this insurance discharge, dispersal, seepage, migration,applies are alleged. release or escape of "pollutants":c. Liquor Liability (a)At or from any premises, site or"Bodily injury" or "property damage" for which location which is or was at any timeany insured may be held liable by reason of:owned or occupied by, or rented or (1)Causing or contributing to the intoxication loaned to, any insured. However, this of any person;subparagraph does not apply to: (2)The furnishing of alcoholic beverages to a (i)"Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page2 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests;operating fluids escape from a vehicle part designed to hold, store(ii)"Bodily injury" or "property or receive them. This exceptiondamage" for which you may be does not apply if the "bodily injury"held liable, if you are a contractor or "property damage" arises out ofand the owner or lessee of such the intentional discharge, dispersalpremises, site or location has been or release of the fuels, lubricantsadded to your policy as an or other operating fluids, or if suchadditional insured with respect to your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured; or subcontractor; (iii)"Bodily injury" or "property (ii)"Bodily injury" or "propertydamage" arising out of heat,damage" sustained within asmoke or fumes from a "hostile building and caused by the releasefire";of gases, fumes or vapors from (b)At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal,by a contractor or subcontractor; orprocessing or treatment of waste; (iii)"Bodily injury" or "property(c)If such "pollutants" are or were at any damage" arising out of heat,time transported, handled, stored,smoke or fumes from a "hostiletreated, disposed of, or processed as fire"; orwaste by or for: (e)At or from any premises, site or(i)Any insured; or location on which any insured or any(ii)Any person or organization for contractors or subcontractors workingwhom you may be legally directly or indirectly on any insured'sresponsible;behalf are or were at any time (d)At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in anydirectly or indirectly on any insured's way respond to, or assess the effectsbehalf are performing operations if the of, "pollutants"."pollutants" are brought on or to the (2)Any loss, cost or expense arising out ofpremises, site or location in connection any:with such operations by such insured, contractor or subcontractor. However,(a)Request, demand, order or statutory orthis subparagraph does not apply to:regulatory requirement that any insured (i)"Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of,"pollutants"; or CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY (b)Claim or suit by or on behalf of any (b)The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3)of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating,(6)An aircraft that is:detoxifying or neutralizing, or in any (a)Chartered with a pilot to any insured;way responding to, or assessing the effects of, "pollutants".(b)Not owned by any insured; and g. Aircraft, Auto Or Watercraft (c)Not being used to carry any person or property for a charge."Bodily injury" or "property damage" arising out of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising outwatercraft owned or operated by or rented or of:loaned to any insured. Use includes operation (1)The transportation of "mobile equipment"and "loading or unloading".by an "auto" owned or operated by orThis exclusion applies even if the claims rented or loaned to any insured; oragainst any insured allege negligence or other (2)The use of "mobile equipment" in, or whilewrongdoing in the supervision, hiring,in practice for, or while being prepared for,employment, training or monitoring of others by any prearranged racing, speed, demolition,that insured, if the "occurrence" which caused or stunting activity.the "bodily injury" or "property damage" involved the ownership, maintenance, use or i. War entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising outwatercraft that is owned or operated by or of:rented or loaned to any insured.(1)War, including undeclared or civil war;This exclusion does not apply to:(2)Warlike action by a military force, including(1)A watercraft while ashore on premises you action in hindering or defending against anown or rent;actual or expected attack, by any (2)A watercraft you do not own that is: government, sovereign or other authority using military personnel or other agents; or(a)50 feet long or less; and (3)Insurrection, rebellion, revolution, usurped(b)Not being used to carry any person or power, or action taken by governmentalproperty for a charge;authority in hindering or defending against(3)Parking an "auto" on, or on the ways next any of these.to, premises you own or rent, provided the j. Damage To Property"auto" is not owned by or rented or loaned to you or the insured; "Property damage" to: (4)Liability assumed under any "insured (1)Property you own, rent, or occupy, contract" for the ownership, maintenance or including any costs or expenses incurred use of aircraft or watercraft; by you, or any other person, organization or entity, for repair, replacement,(5)"Bodily injury" or "property damage" arising enhancement, restoration or maintenanceout of:of such property for any reason, including(a)The operation of machinery or prevention of injury to a person or damageequipment that is attached to, or part to another's property;of, a land vehicle that would qualify as (2)Premises you sell, give away or abandon, if"mobile equipment" under the definition the "property damage" arises out of anyof "mobile equipment" if such land part of those premises;vehicle were not subject to a compulsory or financial responsibility (3)Property loaned to you; law, or other motor vehicle insurance (4)Personal property in the care, custody orlaw, where it is licensed or principally control of the insured;garaged; or Page4 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY (5)That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products, Work Or Impairedthe "property damage" arises out of those Propertyoperations; or Damages claimed for any loss, cost or expense (6)That particular part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, recall, inspection, repair, because "your work" was incorrectly replacement, adjustment, removal or disposal performed on it.of: (1)"Your product";Paragraphs (1),(3)and (4)of this exclusion do not apply to "premises damage". A separate (2)"Your work"; orlimit of insurance applies to "premises damage"(3)"Impaired property";as described in Paragraph 6.of Section III – if such product, work, or property is withdrawnLimits Of Insurance. or recalled from the market or from use by anyParagraph(2)of this exclusion does not apply if person or organization because of a known orthe premises are "your work" and were never suspected defect, deficiency, inadequacy oroccupied, rented or held for rental by you.dangerous condition in it.Paragraphs (3),(4),(5)and (6)of this o. Personal And Advertising Injuryexclusion do not apply to liability assumed "Bodily injury" arising out of "personal andunder a sidetrack agreement. advertising injury".Paragraph (6)of this exclusion does not apply p. Electronic Datato "property damage" included in the "products- completed operations hazard".Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access,k. Damage To Your Product or inability to manipulate "electronic data"."Property damage" to "your product" arising out of it or any part of it.However, this exclusion does not apply to liability for damages because of "bodily injury".l. Damage To Your Work q. Unsolicited Communication"Property damage" to "your work" arising out of it or any part of it and included in the"products-"Bodily injury" or "property damage" arising outcompleted operations hazard".of any actual or alleged violation of any law that This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting work or the work out of which the damage or distributing of "unsolicited communication". arises was performed on your behalf by a r. Access Or Disclosure Of Confidential Orsubcontractor.Personal Informationm. Damage To Impaired Property Or Property "Bodily injury" or "property damage" arising outNot Physically Injured of any access to or disclosure of any person's"Property damage" to "impaired property" or or organization's confidential or personalproperty that has not been physically injured,information.arising out of: s. Asbestos(1)A defect, deficiency, inadequacy or (1)"Bodily injury" or "property damage" arisingdangerous condition in "your product" or out of the actual or alleged presence or"your work"; or actual, alleged or threatened dispersal of(2)A delay or failure by you or anyone acting asbestos, asbestos fibers or productson your behalf to perform a contract or containing asbestos, provided that theagreement in accordance with its terms."bodily injury" or "property damage" isThis exclusion does not apply to the loss of use caused or contributed to by the hazardousof other property arising out of sudden and properties of asbestos. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY (2)"Bodily injury" or "property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a),(b), or (c)above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors,and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the"bodily injury". "suit" which also alleges any "bodily injury"Exclusions c.through n.do not apply to "premisesor "property damage" described in damage". A separate limit of insurance applies toParagraph(1)above."premises damage" as described in Paragraph 6.of Section III – Limits Of Insurance.(3)Any loss, cost or expense arising out of any:COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY(a)Request, demand, order or statutory or 1. Insuring Agreementregulatory requirement that any insured or others test for, monitor, clean up,a.We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos,which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will have no duty to defend the insured against any(b)Claim or suit by or on behalf of any "suit" seeking damages for "personal andgovernmental authority or any other advertising injury" to which this insurance doesperson or organization because of not apply. We may, at our discretion,testing for, monitoring, cleaning up,investigate any offense and settle any claim orremoving, containing, treating,"suit" that may result. But:detoxifying or neutralizing, or in any way responding to, or assessing the (1)The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III – Limits products containing asbestos. Of Insurance; and t. Employment-Related Practices (2)Our right and duty to defend end when we have used up the applicable limit of"Bodily injury" to: insurance in the payment of judgments or(1)A person arising out of any: settlements under Coverages A or B or(a)Refusal to employ that person;medical expenses under Coverage C.(b)Termination of that person's No other obligation or liability to pay sums oremployment; or perform acts or services is covered unless(c)Employment-related practice, policy,explicitly provided for under Supplementaryact or omission, such as coercion,Payments.demotion, evaluation, reassignment, b.This insurance applies to "personal anddiscipline, failure to promote or advertising injury" caused by an offense arisingadvance, harassment, humiliation, out of your business but only if the offense wasdiscrimination, libel, slander, violation committed in the "coverage territory" during theof the person's right of privacy, policy period.malicious prosecution or false arrest, detention or imprisonment applied to or 2. Exclusionsdirected at that person, regardless of This insurance does not apply to:whether such practice, policy, act or a. Knowing Violation Of Rights Of Anotheromission occurs, is applied or is committed before, during or after the "Personal and advertising injury" caused by ortime of that person's employment; or at the direction of the insured with the (2)The spouse, child, parent, brother or sister knowledge that the act would violate the rights of that person as a consequence of "bodily of another and would inflict "personal and injury" to that person at whom any of the advertising injury". Page6 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury" caused by malicious prosecution. resolution proceeding in which damages to which this insuranceb. Material Published With Knowledge Of applies are alleged.Falsity f. Breach Of Contract"Personal and advertising injury" arising out of oral or written publication, including publication "Advertising injury" arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of g. Quality Or Performance Of Goods – Failureits falsity.To Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure ofPeriodgoods, products or services to conform with (1)"Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, including in your "advertisement". publication by electronic means, of material h. Wrong Description Of Priceswhose first publication took place before "Advertising injury" arising out of the wrongthe beginning of the policy period; or description of the price of goods, products or(2)"Advertising injury" arising out of services stated in your "advertisement".infringement of copyright, "title" or "slogan"i. Intellectual Propertyin your "advertisement" whose first infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other "personal and advertising injury" alleged in anyd. Criminal Acts claim or "suit" that also alleges any such"Personal and advertising injury" arising out of a infringement or violation:criminal act committed by or at the direction of (1)Copyright;the insured. (2)Patent;e. Contractual Liability (3)Trade dress;"Personal and advertising injury" for which the insured has assumed liability in a contract or (4)Trade name; agreement. This exclusion does not apply to (5)Trademark;liability for damages:(6)Trade secret; or(1)That the insured would have in the absence (7)Other intellectual property rights or laws.of the contract or agreement; or This exclusion does not apply to:(2)Because of "personal injury" assumed by you in a contract or agreement that is an (1)"Advertising injury" arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your "advertisement"; or the contract or agreement. Solely for the (2)Any other "personal and advertising injury"purposes of liability assumed by you in an alleged in any claim or "suit" that also"insured contract", reasonable attorneys'alleges any such infringement or violationfees and necessary litigation expenses of another's copyright, "title" or "slogan" inincurred by or for a party other than an your "advertisement".insured will be deemed to be damages because of "personal injury", provided that:j. Insureds In Media And Internet Type Businesses(a)Liability to such party for, or for the cost of, that party's defense has also "Personal and advertising injury" caused by anbeen assumed by you in the same offense committed by an insured whose"insured contract"; and business is: (b)Such attorneys' fees and litigation (1)Advertising, "broadcasting" or publishing;expenses are for defense of that party CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY (2)Designing or determining content of neutralizing, or in any way responding to, or websites for others; or assessing the effects of, "pollutants". (3)An Internet search, access, content or o. War service provider."Personal and advertising injury" arising out of: However, this exclusion does not apply to (1)War, including undeclared or civil war;Paragraphs a.(1),(2)and (3)of the definition of (2)Warlike action by a military force, including"personal injury".action in hindering or defending against anFor the purposes of this exclusion:actual or expected attack, by any (1)Creating and producing correspondence government, sovereign or other authority written in the conduct of your business,using military personnel or other agents; or bulletins, financial or annual reports, or (3)Insurrection, rebellion, revolution, usurpednewsletters about your goods, products or power, or action taken by governmentalservices will not be considered the authority in hindering or defending againstbusiness of publishing; and any of these. (2)The placing of frames, borders or links, or p. Unsolicited Communicationadvertising, for you or others anywhere on "Personal and advertising injury" arising out ofthe Internet will not, by itself, beconsidered any actual or alleged violation of any law thatthe business of advertising, "broadcasting"restricts or prohibits the sending, transmittingor publishing.or distributing of "unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidential Or "Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury" arising out ofinsured hosts or owns, or over which the any access to or disclosure of any person's orinsured exercises control.organization's confidential or personal l. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1)"Personal and advertising injury" arising outthe unauthorized use of another's name or of the actual or alleged presence or actual,product in your e-mail address, domain name or alleged or threatened dispersal of asbestos,metatag, or any other similar tactics to mislead asbestos fibers or products containinganother's potential customers.asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed to by the hazardous properties of asbestos."Personal and advertising injury" arising out of (2)"Personal and advertising injury" arising outthe actual, alleged or threatened discharge, of the actual or alleged presence or actual,dispersal, seepage, migration, release or alleged or threatened dispersal of any solid,escape of "pollutants" at any time. liquid, gaseous or thermal irritant orn. Pollution-Related contaminant, including smoke, vapors, Any loss, cost or expense arising out of any:soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or(1)Request, demand, order or statutory or "suit" which also alleges any "personal andregulatory requirement that any insured or advertising injury" described in Paragraphothers test for, monitor, clean up, remove, (1)above.contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects (3)Any loss, cost or expense arising out of of, "pollutants"; or any: (2)Claim or suit by or on behalf of any (a)Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for,or others test for, monitor, clean up, monitoring, cleaning up, removing,remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page8 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos,(3)Because of your operations; asbestos fibers or products containing provided that:asbestos; or (a)The accident takes place in the "coverage(b)Claim or suit by or on behalf of any territory" and during the policy period;governmental authority or any other (b)The expenses are incurred and reported toperson or organization because of us within one year of the date of thetesting for, monitoring, cleaning up,accident; andremoving, containing, treating, detoxifying or neutralizing, or in any (c)The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos.b.We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the applicable limit of insurance. We will pay"Personal injury" to:reasonable expenses for:(1)A person arising out of any:(1)First aid administered at the time of an(a)Refusal to employ that person;accident; (b)Termination of that person's (2)Necessary medical, surgical, X-ray andemployment; or dental services, including prosthetic (c)Employment-related practice, policy,devices; and act or omission, such as coercion,(3)Necessary ambulance, hospital,demotion, evaluation, reassignment,professional nursing and funeral services.discipline, failure to promote or 2. Exclusionsadvance, harassment, humiliation, We will not pay expenses for "bodily injury":discrimination, libel, slander, violation of the person's right of privacy,a. Any Insured malicious prosecution or false arrest,To any insured, except "volunteer workers".detention or imprisonment applied to or b. Hired Persondirected at that person, regardless of whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premisestime of that person's employment; or To a person injured on that part of premises (2)The spouse, child, parent, brother or sister you own or rent that the person normallyof that person as a consequence of occupies."personal injury" to that person at whom d. Workers' Compensation And Similar Lawsany of the employment-related practices To a person, whether or not an "employee" ofdescribed in Paragraph (a),(b), or (c) any insured, if benefits for the "bodily injury" areabove is directed. payable or must be provided under a workers'This exclusion applies whether the insured may compensation or disability benefits law or abe liable as an employer or in any other capacity similar law.and to any obligation to share damages with or e. Athletics Activitiesrepay someone else who must pay damages because of the"personal injury".To a person injured while practicing, instructing or participating in any physical exercises orCOVERAGE C – MEDICAL PAYMENTS games, sports, or athletic contests.1. Insuring Agreement f. Products-Completed Operations Hazarda.We will pay medical expenses as described Included within the "products-completedbelow for "bodily injury" caused by an accident: operations hazard".(1)On premises you own or rent; g. Coverage A Exclusions(2)On ways next to premises you own or rent; or Excluded under Coverage A. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured contract";1.We will pay, with respect to any claim we d.The allegations in the "suit" and the informationinvestigate or settle, or any "suit" against an insured we know about the "occurrence" or offense arewe defend: such that no conflict appears to exist between a.All expenses we incur.the interests of the insured and the interests of the indemnitee;b.Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations e.The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds.we can assign the same counsel to defend the insured and the indemnitee; andc.The cost of bonds to release attachments, but f.The indemnitee:only for bond amounts within the applicable limit of insurance. We do not have to furnish these (1)Agrees in writing to:bonds.(a)Cooperate with us in the investigation, d.All reasonable expenses incurred by the settlement or defense of the"suit"; insured at our request to assist us in the (b)Immediately send us copies of anyinvestigation or defense of the claim or "suit",demands, notices, summonses or legalincluding actual loss of earnings up to $500 a papers received in connection with theday because of time off from work."suit"; e.All court costs taxed against the insured in the (c)Notify any other insurer whose "suit". However, these payments do not include coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and against the insured.(d)Cooperate with us with respect to f.Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2)Provides us with written authorization to:insurance, we will not pay any prejudgment (a)Obtain records and other informationinterest based on that period of time after the related to the"suit"; andoffer. (b)Conduct and control the defense of theg.All interest on the full amount of any judgment indemnitee in such "suit".that accrues after entry of the judgment and So long as the above conditions are met, attorneys'before we have paid, offered to pay, or fees incurred by us in the defense of thatdeposited in court the part of the judgment that indemnitee, necessary litigation expenses incurredis within the applicable limit of insurance. by us and necessary litigation expenses incurred byThese payments will not reduce the limits of the indemnitee at our request will be paid asinsurance.Supplementary Payments. Notwithstanding the 2.If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2)of Section I –indemnitee of the insured is also named as a party Coverages – Coverage A – Bodily Injury Andto the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e.ofthe following conditions are met:Section I – Coverages – Coverage B – Personal And Advertising Injury Liability, such payments willa.The "suit" against the indemnitee seeks not be deemed to be damages for "bodily injury",damages for which the insured has assumed "property damage" or "personal injury", and will notthe liability of the indemnitee in a contract or reduce the limits of insurance.agreement that is an "insured contract"; b.This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured;and to pay for attorneys' fees and necessary litigation expenses as Supplementary Paymentsc.The obligation to defend, or the cost of the ends when:defense of, that indemnitee, has also been Page10 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY a.We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments,related to the conduct of your settlements or medical expenses; or business; (b)To the spouse, child, parent, brother orb.The conditions set forth above, or the terms of sister of that co-"employee" orthe agreement described in Paragraph f.above, "volunteer worker" as a consequenceare no longer met. of Paragraph (1)(a)above;SECTION II – WHO IS AN INSURED (c)For which there is any obligation to1.If you are designated in the Declarations as:share damages with or repay someonea.An individual, you and your spouse are else who must pay damages becauseinsureds, but only with respect to the conduct of the injury described in Paragraphof a business of which you are the sole owner.(1)(a)or (b)above; or b.A partnership or joint venture, you are an (d)Arising out of his or her providing orinsured. Your members, your partners, and failing to provide professional healththeir spouses are also insureds, but only with care services.respect to the conduct of your business.Unless you are in the business orc.A limited liability company, you are an insured.occupation of providing professional healthYour members are also insureds, but only with care services, Paragraphs (1)(a),(b),(c)respect to the conduct of your business. Your and (d)above do not apply to "bodily injury"managers are insureds, but only with respect to arising out of providing or failing to providetheir duties as your managers.first aid or "Good Samaritan services" by d.An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your "executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders.will be deemed to be acting within the scope of their employment by you ore.A trust, you are an insured. Your trustees are performing duties related to the conduct ofalso insureds, but only with respect to their your business.duties as trustees. (2)"Property damage" to property:2.Each of the following is also an insured: (a)Owned, occupied or used by;a.Your "volunteer workers" only while performing (b)Rented to, in the care, custody orduties related to the conduct of your business, control of, or over which physicalor your "employees", other than either your control is being exercised for any"executive officers" (if you are an organization purpose by;other than a partnership, joint venture or limited liability company) or your managers (if you are a you, any of your "employees", "volunteerlimited liability company), but only for acts workers", any partner or member (if you arewithin the scope of their employment by you or a partnership or joint venture), or anywhile performing duties related to the conduct member (if you are a limited liabilityof your business. However, none of these company)."employees" or "volunteer workers" are b.Any person (other than your "employee" orinsureds for:"volunteer worker"), or any organization, while (1)"Bodily injury" or "personal injury":acting as your real estate manager. (a)To you, to your partners or members (if c.Any person or organization having properyou are a partnership or joint venture),temporary custody of your property if you die,to your members (if you are a limited but only:liability company), to a co-"employee"(1)With respect to liability arising out of thewhile in the course of his or her maintenance or use of that property; andemployment or performing duties related to the conduct of your (2)Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY d.Your legal representative if you die, but only b.Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of anypremises leased to you. representative will have all your rights and The insurance provided to such premises owner,duties under this Coverage Part.manager or lessor is subject to the following e.Any person or organization that, with your provisions: express or implied consent, either uses or is a.The limits of insurance provided to suchresponsible for the use of a watercraft that you premises owner, manager or lessor will be thedo not own that is:minimum limits that you agreed to provide in the (1)50 feet long or less; and written contract or agreement, or the limits shown in the Declarations, whichever are less.(2)Not being used to carry any person or property for a charge.b.The insurance provided to such premises owner, manager or lessor does not apply to:3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability (1)Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However:(2)Structural alterations, new construction or a.Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period,lessor. whichever is earlier;5.Any person or organization that is an equipment b.Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with respect to liability for "bodily injury", "propertyc.Coverage B does not apply to "personal and damage", or "personal and advertising injury" that:advertising injury" arising out of an offense committed before you acquired or formed the a.Is "bodily injury" or "property damage" that organization.occurs, or is "personal and advertising injury" caused by an offense that is committed,For the purposes of Paragraph 1.of Section II –subsequent to the signing of that contract orWho Is An Insured, each such organization will be agreement; anddeemed to be designated in the Declarations as: b.Is caused, in whole or in part, by your acts or a.An organization, other than a partnership, joint omissions in the maintenance, operation or useventure or limited liability company; or of equipment leased to you by such equipment lessor.b.A trust; The insurance provided to such equipment lessor isas indicated in its name or the documents that subject to the following provisions:govern its structure. a.The limits of insurance provided to such4.Any person or organization that is a premises equipment lessor will be the minimum limits thatowner, manager or lessor and that you have agreed you agreed to provide in the written contract orin a written contract or agreement to include as an agreement, or the limits shown in theadditional insured on this Coverage Part is an Declarations, whichever are less.insured, but only with respect to liability for "bodily b.The insurance provided to such equipmentinjury", "property damage" or "personal and lessor does not apply to any "bodily injury" oradvertising injury" that:"property damage" that occurs, or "personal a.Is "bodily injury" or "property damage" that and advertising injury" caused by an offense that is committed, after the equipment leaseoccurs, or is "personal and advertising injury" expires.caused by an offense that is committed, subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page12 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a.The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b.$300,000 if no amount is shown for the insured under Section II – Who Is An Insured.Damage To Premises Rented To You Limit in the Declarations of this Coverage Part.SECTION III – LIMITS OF INSURANCE 7.Subject to Paragraph 5.above, the Medical1.The Limits of Insurance shown in the Declarations Expense Limit is the most we will pay underand the rules below fix the most we will pay Coverage C for all medical expenses because ofregardless of the number of:"bodily injury" sustained by any one person.a.Insureds;The Limits of Insurance of this Coverage Part apply b.Claims made or "suits" brought; or separately to each consecutive annual period and to any remaining period of less than 12 months, starting withc.Persons or organizations making claims or the beginning of the policy period shown in thebringing "suits". Declarations, unless the policy period is extended after2.The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12for the sum of:months. In that case, the additional period will be a.Medical expenses under Coverage C;deemed part of the last preceding period for purposes of determining the Limits of Insurance.b.Damages under Coverage A, except damages because of "bodily injury" or "property damage"SECTION IV – COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c.Damages under Coverage B.Bankruptcy or insolvency of the insured or of the 3.The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense,damage" included in the "products-completed Claim Or Suitoperations hazard". a.You must see to it that we are notified as soon4.Subject to Paragraph 2.above, the Personal And as practicable of an "occurrence" or an offenseAdvertising Injury Limit is the most we will pay which may result in a claim. To the extentunder Coverage B for the sum of all damages possible, notice should include:because of all "personal injury" and "advertising (1)How, when and where the "occurrence" orinjury" sustained by any one person or organization. offense took place;5.Subject to Paragraph 2.or 3.above, whichever (2)The names and addresses of any injuredapplies, the Each Occurrence Limit is the most we persons and witnesses; andwill pay for the sum of: (3)The nature and location of any injury ora.Damages under Coverage A; and damage arising out of the "occurrence" orb.Medical expenses under Coverage C;offense. because of all "bodily injury" and "property damage"b.If a claim is made or "suit" is brought againstarising out of any one"occurrence".any insured, you must: For the purposes of determining the applicable (1)Immediately record the specifics of theEach Occurrence Limit, all related acts or claim or "suit" and the date received; andomissions committed in providing or failing to (2)Notify us as soon as practicable.provide first aid or "Good Samaritan services" to any one person will be deemed to be one You must see to it that we receive written notice "occurrence".of the claim or "suit" as soon as practicable. 6.Subject to Paragraph 5.above, the Damage To c.You and any other involved insured must: Premises Rented To You Limit is the most we will (1)Immediately send us copies of anypay under Coverage A for damages because of demands, notices, summonses or legal"premises damage" to any one premises. The papers received in connection with theDamage To Premises Rented To You Limit will be:claim or "suit"; CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY (2)Authorize us to obtain records and other (iii)An executive officer or director of information;any other organization; or (3)Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against that is your partner, joint venturethe"suit"; and member, manager or trustee; or (4)Assist us, upon our request, in the (b)Any employee authorized by suchenforcement of any right against any partnership, joint venture, limitedperson or organization which may be liable liability company, trust or otherto the insured because of injury or damage organization to give notice of anto which this insurance may also apply."occurrence" or offense. d.No insured will, except at that insured's own (3)Notice to us of such "occurrence" orcost, voluntarily make a payment, assume any offense will be deemed to be given as soonobligation, or incur any expense, other than for as practicable if it is given in good faith asfirst aid, without our consent.soon as practicable to your workers' compensation insurer. This applies only ife.The following provisions apply to Paragraph a. you subsequently give notice to us of theabove, but only for purposes of the insurance "occurrence" or offense as soon asprovided under this Coverage Part to you or any practicable after any of the personsinsured listed in Paragraph 1.or 2.of Section II described in Paragraph e.(1)or (2)above– Who Is An Insured: discovers that the "occurrence" or offense (1)Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsementindividual), any of your partners or that provides limited coverage for "bodily injury"members who is an individual (if you are a or "property damage" or pollution costs arisingpartnership or joint venture), any of your out of a discharge, release or escape ofmanagers who is an individual (if you are a "pollutants" which contains a requirement thatlimited liability company), any of your the discharge, release or escape of "pollutants""executive officers" or directors (if you are must be reported to us within a specific numberan organization other than a partnership,of days after its abrupt commencement, thisjoint venture, or limited liability company),Paragraph e.does not affect that requirement.any of your trustees who is an individual (if 3. Legal Action Against Usyou are a trust) or any "employee" No person or organization has a right under thisauthorized by you to give notice of an Coverage Part:"occurrence" or offense. a.To join us as a party or otherwise bring us into(2)If you are a partnership, joint venture,a "suit" asking for damages from an insured; orlimited liability company or trust, and none b.To sue us on this Coverage Part unless all ofof your partners, joint venture members, its terms have been fully complied with.managers or trustees are individuals, notice to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the"occurrence" or offense is known by:an insured; but we will not be liable for damages that are not payable under the terms of this(a)Any individual who is:Coverage Part or that are in excess of the (i)A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture;means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's(ii)A manager of any limited liability legal representative.company; Page14 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii)That is insurance for "premises damage";If valid and collectible other insurance is available to (iii)If the loss arises out of thethe insured for a loss we cover under Coverages A maintenance or use of aircraft,or B of this Coverage Part, our obligations are "autos" or watercraft to the extentlimited as described in Paragraphs a.and b.below. not subject to any exclusion in thisAs used anywhere in this Coverage Part, other Coverage Part that applies toinsurance means insurance, or the funding of aircraft, "autos" or watercraft;losses, that is provided by, through or on behalf of: (iv)That is insurance available to a(i)Another insurance company;premises owner, manager or (ii)Us or any of our affiliated insurance companies,lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4.of Section II – Occurrence Limit provision of Paragraph 5.of Who Is An Insured, except when Section III – Limits Of Insurance or the Non Paragraph d.below applies; or cumulation of Personal and Advertising Injury (v)That is insurance available to anLimit provision of Paragraph 4.of Section III –equipment lessor that qualifies asLimits of Insurance applies because the an insured under Paragraph 5.ofAmendment – Non Cumulation Of Each Section II – Who Is An Insured,Occurrence Limit Of Liability And Non except when Paragraph d.belowCumulation Of Personal And Advertising Injury applies.Limit endorsement is included in this policy; (b)Any of the other insurance, whether(iii)Any risk retention group; or primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance.additional insured, or is any other insured that does not qualify as aOther insurance does not include umbrella named insured, under such otherinsurance, or excess insurance, that was bought insurance.specifically to apply in excess of the Limits of (2)When this insurance is excess, we willInsurance shown in the Declarations of this have no duty under Coverages A or B toCoverage Part. defend the insured against any "suit" if anyAs used anywhere in this Coverage Part, other other insurer has a duty to defend theinsurer means a provider of other insurance. As insured against that "suit". If no otherused in Paragraph c.below, insurer means a insurer defends, we will undertake to do so,provider of insurance.but we will be entitled to the insured's rights against all those other insurers.a. Primary Insurance (3)When this insurance is excess over otherThis insurance is primary except when insurance, we will pay only our share of theParagraphb.below applies. If this insurance is amount of the loss, if any, that exceeds theprimary, our obligations are not affected unless sumof:any of the other insurance is also primary. (a)The total amount that all such otherThen, we will share with all that other insurance insurance would pay for the loss in theby the method described in Paragraph c.below, absence of this insurance; andexcept when Paragraph d.below applies. (b)The total of all deductible and self-b. Excess Insurance insured amounts under all that other (1)This insurance is excess over:insurance. (4)We will share the remaining loss, if any,(a)Any of the other insurance, whether with any other insurance that is notprimary, excess, contingent or on any described in this Excess Insuranceother basis: provision and was not bought specifically to(i)That is Fire, Extended Coverage,apply in excess of the Limits of InsuranceBuilder's Risk, Installation Risk or shown in the Declarations of this Coveragesimilar coverage for "your work";Part. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a.The statements in the Declarations are accurate and complete;If all of the other insurance permits contribution by equal shares, we will follow this method also.b.Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c.We have issued this policy in reliance uponlimit of insurance or none of the loss remains,your representations.whichever comes first.The unintentional omission of, or unintentional errorIf any of the other insurance does not permit in, any information provided by you which we reliedcontribution by equal shares, we will contribute upon in issuing this policy will not prejudice yourby limits. Under this method, each insurer's rights under this insurance. However, this provisionshare is based on the ratio of its applicable limit does not affect our right to collect additionalof insurance to the total applicable limits of premium or to exercise our rights of cancellation orinsurance of all insurers.nonrenewalin accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, andagreement that the insurance afforded to an any rights or duties specifically assigned in thisinsured under this Coverage Part must apply on Coverage Part to the first Named Insured, thisa primary basis, or a primary and non-insurance applies:contributory basis, this insurance is primary to a.As if each Named Insured were the onlyother insurance that is available to such insured Named Insured; andwhich covers such insured as a named insured, b.Separately to each insured against whom claimand we will not share with that other insurance, is made or "suit" is brought.provided that: 8. Transfer Of Rights Of Recovery Against Others(1)The "bodily injury" or "property damage" for To Uswhich coverage is sought occurs; and If the insured has rights to recover all or part of any(2)The "personal and advertising injury" for payment we have made under this Coverage Part,which coverage is sought is caused by an those rights are transferred to us. The insured mustoffense that is committed;do nothing after loss to impair them. At our request,subsequent to the signing of that contract or the insured will bring "suit" or transfer those rightsagreement by you.to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a.We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we willPart in accordance with our rules and rates.mail or deliver to the first Named Insured shown in b.Premium shown in this Coverage Part as the Declarations written notice of the nonrenewaladvance premium is a deposit premium only. At not less than 30 days before the expiration date.the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficientthe earned premium for that period and send proof of notice.notice to the first Named Insured. The due date SECTION V – DEFINITIONSfor audit and retrospective premiums is the date shown as the due date on the bill. If the sum of 1."Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured.supporters. For the purposes of this definition: c.The first Named Insured must keep records of a.Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request.b.Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers orBy accepting this policy, you agree: supporters is considered an advertisement. Page16 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY 2."Advertising injury":b.In, by or with any other electronic means of communication, such as the Internet, if thata.Means injury caused by one or more of the material is part of:following offenses: (1)Radio or television programming being(1)Oral or written publication, including transmitted;publication by electronic means, of material in your "advertisement" that slanders or (2)Other entertainment, educational,libels a person or organization or instructional, music or news programmingdisparages a person's or organization's being transmitted; orgoods, products or services, provided that the claim is made or the"suit" is brought by (3)Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to 6."Coverage territory" means:have had its goods, products or services disparaged;a.The United States of America (including its territories and possessions), Puerto Rico and(2)Oral or written publication, including Canada;publication by electronic means, of material in your "advertisement" that:b.International waters or airspace, but only if the (a)Appropriates a person's name, voice,injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included in Paragraph a.above; or(b)Unreasonably places a person in a false light; or c.All other parts of the world if the injury or damage arises out of:(3)Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the (1)Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or (2)The activities of a person whose home is in"slogan".the territory described in Paragraph a. b.Includes "bodily injury" caused by one or more above, but is away for a short time on yourof the offenses described in Paragraph a.business; orabove.(3)"Personal and advertising injury" offenses3."Auto" means:that take place through the Internet or a.A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to payany attached machinery or equipment; or damages is determined in a "suit" on the merits in b.Any other land vehicle that is subject to a the territory described in Paragraph a.above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is 7."Electronic data" means information, facts orlicensed or principally garaged.programs stored as or on, created or used on, orHowever, "auto" does not include "mobile transmitted to or from computer software (includingequipment".systems and applications software), hard or floppy 4."Bodily injury" means:disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which area.Physical harm, including sickness or disease, used with electronically controlled equipment.sustained by a person; or b.Mental anguish, injury or illness, or emotional 8."Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a "temporary worker". physical harm, sickness or disease.9."Executive officer" means a person holding any of 5."Broadcasting" means transmitting any audio or the officer positions created by your charter,visual material for any purpose:constitution, bylaws or any other similar governing document.a.By radio or television; or CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY 10."Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received.(2)That indemnifies an architect, engineer or 11."Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was (a)Preparing, approving, or failing tointended to be.prepare or approve, maps, shop 12."Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because:and specifications; or a.It incorporates "your product" or "your work"(b)Giving directions or instructions, or that is known or thought to be defective,failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; orb.You have failed to fulfill the terms of a contract (3)Under which the insured, if an architect,or agreement; engineer or surveyor, assumes liability forif such property can be restored to use by the an injury or damage arising out of therepair, replacement, adjustment or removal of "your insured's rendering or failure to renderproduct" or "your work" or your fulfilling the terms of professional services, including those listedthe contract or agreement.in Paragraph (2)above and supervisory, 13."Insured contract" means:inspection, architectural or engineering activities.a.A contract for a lease of premises. However, that portion of the contract for a lease of 14."Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract";to the conduct of your business. "Leased worker" does not include a "temporary worker".b.A sidetrack agreement; 15."Loading or unloading" means the handling ofc.Any easement or license agreement, except in property:connection with construction or demolition operations on or within 50 feet of a railroad;a.After it is moved from the place where it is accepted for movement into or onto an aircraft,d.An obligation, as required by ordinance, to watercraft or "auto";indemnify a municipality, except in connection with work for a municipality;b.While it is in or on an aircraft, watercraft or "auto"; ore.An elevator maintenance agreement; c.While it is being moved from an aircraft,f.That part of any other contract or agreement watercraft or "auto" to the place where it ispertaining to your business (including an finally delivered;indemnification of a municipality in connection with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or "auto". or organization. Tort liability means a liability 16."Mobile equipment" means any of the followingthat would be imposed by law in the absence of types of land vehicles, including any attachedany contract or agreement.machinery or equipment: Paragraph f.does not include that part of any a.Bulldozers, farm machinery, forklifts and othercontract or agreement:vehicles designed for use principally off public (1)That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b.Vehicles maintained for use solely on or next toconstruction or demolition operations,premises you own or rent;within 50 feet of any railroad property and c.Vehicles that travel on crawler treads;affecting any railroad bridge or trestle, Page18 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY d.Vehicles, whether self-propelled or not,b.An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted:services" to a person, unless you are in the business or occupation of providing(1)Power cranes, shovels, loaders, diggers or professional health care services.drills; or 18."Personal and advertising injury" means "personal(2)Road construction or resurfacing equipment such as graders, scrapers or injury" or "advertising injury". rollers;19."Personal injury": e.Vehicles not described in Paragraph a.,b.,c. a.Means injury, other than "advertising injury",or d.above that are not self-propelled and are caused by one or more of the followingmaintained primarily to provide mobility to offenses:permanently attached equipment of the following types:(1)False arrest, detention or imprisonment; (1)Air compressors, pumps and generators,(2)Malicious prosecution;including spraying, welding, building cleaning, geophysical exploration, lighting (3)The wrongful eviction from, wrongful entry and well servicing equipment; or into, or invasion of the right of private occupancy of a room, dwelling or premises(2)Cherry pickers and similar devices used to that a person occupies, provided that theraise or lower workers; wrongful eviction, wrongful entry or invasionf.Vehicles not described in Paragraph a.,b.,c.of the right of private occupancy isord.above maintained primarily for purposes committed by or on behalf of the owner,other than the transportation of persons or landlord or lessor of that room, dwelling orcargo.premises;However, self-propelled vehicles with the (4)Oral or written publication, includingfollowing types of permanently attached publication by electronic means, of materialequipment are not "mobile equipment" but will that slanders or libels a person orbe considered "autos": organization or disparages a person's or(1)Equipment designed primarily for:organization's goods, products or services, (a)Snow removal;provided that the claim is made or the "suit" is brought by a person or organization that(b)Road maintenance, but not construction or resurfacing; or claims to have been slandered or libeled, or that claims to have had its goods, products(c)Street cleaning;or services disparaged; or(2)Cherry pickers and similar devices (5)Oral or written publication, includingmounted on automobile or truck chassis publication by electronic means, of materialand used to raise or lower workers; and that:(3)Air compressors, pumps and generators, including spraying, welding, building (a)Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. (b)Unreasonably places a person in aHowever, "mobile equipment" does not include any false light.land vehicle that is subject to a compulsory or b.Includes "bodily injury" caused by one or morefinancial responsibility law, or other motor vehicle insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos".20."Pollutants" mean any solid, liquid, gaseous or 17."Occurrence" means:thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals anda.An accident, including continuous or repeated waste. Waste includes materials to be recycled,exposure to substantially the same general reconditioned or reclaimed.harmfulconditions; or CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY 21."Premises damage" means:contract calls for work at more than onejob site.a.With respect to the first paragraph of the exceptions in Exclusion j.of Section I –(c)When that part of the work done at a Coverage A – Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b.With respect to the exception to Exclusions c.Work that may need service, maintenance,through n.in the last paragraph of Paragraph 2.correction, repair or replacement, but whichof Section I – Coverage A – Bodily Injury And is otherwise complete, will be treated asProperty Damage Liability, "property damage" to completed.any premises while rented to you for a period of b.Does not include "bodily injury" or "propertymore than seven consecutive days, or while damage" arising out of:temporarily occupied by you with permission of the owner, caused by:(1)The transportation of property, unless the injury or damage arises out of a condition in(1)Fire;or on a vehicle not owned or operated by(2)Explosion;you, and that condition was created by the (3)Lightning;"loading or unloading" of that vehicle by any insured;(4)Smoke resulting from fire, explosion or lightning; or (2)The existence of tools, uninstalled equipment or abandoned or unused(5)Water.materials; orBut "premises damage" under this Paragraph (3)Products or operations for which theb.does not include "property damage" to any classification, listed in the Declarations orpremises caused by:in a policy Schedule, states that products-(1)Rupture, bursting, or operation of pressure completed operations are subject to therelief devices;General Aggregate Limit. (2)Rupture or bursting due to expansion or 23."Property damage" means:swelling of the contents of any building or a.Physical injury to tangible property, including allstructure caused by or resulting from water;resulting loss of use of that property. All suchorloss of use will be deemed to occur at the time of (3)Explosion of steam boilers, steam pipes,the physical injury that caused it; or steam engines or steam turbines.b.Loss of use of tangible property that is not physically injured. All such loss of use will be22."Products-completed operations hazard": deemed to occur at the time of the "occurrence"a.Includes all "bodily injury" and "property that caused it.damage" occurring away from premises you For the purposes of this insurance, "electronic data"own or rent and arising out of "your product" or is not tangible property."your work" except: 24."Slogan":(1)Products that are still in your physical a.Means a phrase that others use for the purposepossession; or of attracting attention in their advertising.(2)Work that has not yet been completed or b.Does not include a phrase used as, or in, theabandoned. However, "your work" will be name of:deemed completed at the earliest of the following times:(1)Any person or organization, other than you; or(a)When all of the work called for in your contract has been completed.(2)Any business, or any of the premises, goods, products, services or work, of any(b)When all of the work to be done at the person or organization, other than you.job site has been completed if your Page20 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY 25."Suit" means a civil proceeding in which damages (a)You; because of "bodily injury", "property damage" or (b)Others trading under your name; or"personal and advertising injury" to which this (c)A person or organization whoseinsurance applies are alleged. "Suit" includes:business or assets you have acquired; a.An arbitration proceeding in which such and damages are claimed and to which the insured (2)Containers (other than vehicles), materials,must submit or does submit with our consent;parts or equipment furnished in connectionorwith such goods or products. b.Any other alternative dispute resolution b.Includes:proceeding in which such damages are claimed (1)Warranties or representations made at anyand to which the insured submits with our time with respect to the fitness, quality,consent.durability, performance or use of "your 26."Temporary worker" means a person who is product"; andfurnished to you to substitute for a permanent (2)The providing of or failure to provide"employee" on leave or to meet seasonal or short-warnings or instructions.term workload conditions. c.Does not include vending machines or other27."Title" means a name of a literary or artistic work.property rented to or located for the use of 28."Unsolicited communication" means any others but not sold.communication, in any form, that the recipient of 31."Your work":such communication did not specifically request to a.Means:receive. (1)Work or operations performed by you or on29."Volunteer worker" means a person who is not your your behalf; and"employee", and who donates his or her work and acts at the direction of and within the scope of (2)Materials, parts or equipment furnished induties determined by you, and is not paid a fee,connection with such work or operations.salary or other compensation by you or anyone else b.Includes:for their work performed for you. (1)Warranties or representations made at any30."Your product":time with respect to the fitness, quality, a.Means:durability, performance or use of "your (1)Any goods or products, other than real work"; and property, manufactured, sold, handled,(2)The providing of or failure to providedistributed or disposed of by:warnings or instructions. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERC AL IABILIGENERAL L ITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CONTRACTUAL LI ABILITY EXCLUSION – EXCEPTION FOR DAMAGES ASSUMED IN AN INSURED CONTR ACT APPLIES ONLY TO NAMED INSURED This endorsement i ies insurance pro ided under t fol ing:mod f v he low COMMERC GENERAL L ITY VERA AIAL IABIL CO GE P RT PROVI ONSSI a.The "suit"against the inde tee seeksmni damages for which you ha assumedve 1.(2)The fo lowing replaces Para graphl the l l o inde itee in a contractiabiity f the mnb.Co Lia lity 2.,, in Paragraph ontractual bi f or agreement that is an "con-insured SEC ON I –COVERAGES –COVERAGE ATI tract";BODIL INJURY AND PROPERT DAMAGEY Y b.This insurance applies to such liab li as-i ty LIABILI YT: sumed by you;(2)Assumed by you in a contrac or agreet ment c.The obl ion to de or the cost oigatfend,fthat is an "contract", pro i that theinsured v ded the defense of, that inde tee has alsomni"bodily in "or "property da "occursjurymage been a ssumed by you in the same "in-subsequent to the execut f the contract orion o sured contract";agreement. So for the purpose s of l llely iabi ity assumed by you in an "contract", rea-insured d.The al ions in the "sui "and the in-legat tsonable attorney fees and nece ssary lit gatiion for at we kno w about the "occur-m ion expenses incurred by or for a party other than rence"or of are such that we de-fense an insured will be dee to be damed mages ter tha no conf ict e ists betwe enmine t l xbecause of "bod in "or "property ily jury your interests and the interests of the in-age", pro ided v that:demnitee; (a)Liabi ty to such party for, or for the costli e.You and the indemn ask us to con-itee of that party's defense has also bee n a s-,duct and contro the de of that in-l fense sumed by you in the same "insured con-demn against such "suit"and agreeitee tract"; and that we can a ssign the same counsel to defend you and mn andthe inde itee;(b)Such attorney fees and li tion etigax- penses are for defense of that party 3.The fol replaces the last sentence oflowing against a ci i or a i e reso-v l lternat v Paragraph of2.SUPP TARY PAY-LEMEN lut proceeding in which da toion mages MEN –COVERAGES A AND B SEC-TS of which this insurance applies are al leged.T ON I – CIOVERAGES: 2.The fo lowing replaces the be ginning of Para-l Our obl to de your inde itee andigation fend mngraph, and Paragra ph s ,,,and , of2.2.a.b.c.d e..to pay attorneys'fees and neces sary li a-for tigSUPPLETARY PAYMEN –C R-MEN TS OVE tion expenses as Supplementary PaymentsAGES A AND B SEC I I – C RAGESof:T ON OVE ends when: 2.I we defend you against a "suit"and your in-f a.W ha e used up the appl l m oevicableiitf demn is also named as a party to theitee insurance in the paymen o judgment f ts, "suit", we wil ha the r and dut to de-l ve ight y settle medi e s; orments or cal xpense fend that indemn i al o the folitee f l f lowing b.The condit set forth abo e, or theions vconditt:ions are me ter of the agreement described inms Paragraph abo , are no mef.ve longer t. CG D4 21 07 08 © 2008 Th e Tr avelers Companies, Inc.Page 1 o f 1 Includes the copyrighted material of Insurance Services Office,Inc.with its permission. of Exclusion dam- dispute DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft – 75 Feet Long Or Less H.Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating ToB.Who Is An Insured – Unnamed Subsidiaries PremisesC.Who Is An Insured – Retired Partners, Members, I.Blanket Additional Insured – GovernmentalDirectors And Employees Entities – Permits Or Authorizations Relating ToD.Who Is An Insured – Employees And Volunteer OperationsWorkers – Bodily Injury To Co-Employees, Co- J.Incidental Medical MalpracticeVolunteer Workers And Retired Partners, Members, Directors And Employees K.Medical Payments – Increased Limit E.Who Is An Insured – Newly Acquired Or Formed L.Amendment Of Excess Insurance Condition – Limited Liability Companies Professional Liability F.Blanket Additional Insured – Controlling Interest M.Blanket Waiver Of Subrogation – When Required By Written Contract Or AgreementG.Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers N.Contractual Liability – Railroads PROVISIONS uses or is responsible for the use of a watercraft that you do not own that is:A. NON-OWNED WATERCRAFT – 75 FEET (1)75 feet long or less; andLONG OR LESS (2)Not being used to carry any person1.The following replaces Paragraph (2)of or property for a charge;Exclusion g.,Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION I –B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO ISLIABILITY:AN INSURED: (2)A watercraft you do not own that is:Any of your subsidiaries, other than a partnership(a)75 feet long or less; and or joint venture, that is not shown as a Named (b)Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge;if: 2.The following replaces Paragraph 2.e.of a.You are the sole owner of, or maintain an SECTION II – WHO IS AN INSURED:ownership interest of more than 50% in, such subsidiary on the first day of the policye.Any person or organization that, with period; andyour express or implied consent, either CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: P6306T020324PHX23 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY Unless you are in the business or occupationb.Such subsidiary is not an insured under of providing professional health caresimilar other insurance. services, Paragraphs (1)(a),(b),(c)and (d)No such subsidiary is an insured for "bodily above do not apply to "bodily injury" arisinginjury" or "property damage" that occurred, or out of providing or failing to provide first aid"personal and advertising injury" caused by an or "Good Samaritan services" by any of youroffense committed:retired partners, members, directors or a.Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or "employees" providing or failing to provideb.After the date, if any, during the policy period first aid or "Good Samaritan services" duringthat you no longer maintain an ownership their work hours for you will be deemed to beinterest of more than 50% in such subsidiary.acting within the scope of their employmentFor purposes of Paragraph 1.of Section II – Who by you or performing duties related to theIs An Insured, each such subsidiary will be conduct of your business.deemed to be designated in the Declarations as:(2)"Personal injury": a.A limited liability company;(a)To you, to your current or retired b.An organization other than a partnership,partners or members (if you are ajoint venture or limited liability company; or partnership or joint venture), to your current or retired members (if you are ac.A trust; limited liability company), to your otheras indicated in its name or the documents that current or retired directors orgovern its structure."employees" while in the course of his or her employment or performing dutiesC. WHO IS AN INSURED – RETIRED PARTNERS, related to the conduct of your business,MEMBERS, DIRECTORS AND EMPLOYEES or to your other "volunteer workers"The following is added to Paragraph 2.of while performing duties related to theSECTION II – WHO IS AN INSURED:conduct of your business; Any person who is your retired partner, member,(b)To the spouse, child, parent, brother or director or "employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or "volunteer worker" as a consequence ofacts within the scope of their employment by you Paragraph (2)(a)above;or while performing duties related to the conduct of your business. However, no such retired (c)For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone else who must pay damages because ofinsured for: the injury described in Paragraph (2)(a) (1)"Bodily injury":or (b)above; or (a)To you, to your current partners or (d)Arising out of his or her providing ormembers (if you are a partnership or failing to provide professional health carejoint venture), to your current members services.(if you are a limited liability company) or (3)"Property damage" to property:to your current directors; (a)Owned, occupied or used by; or(b)To the spouse, child, parent, brother or sister of that current partner, member or (b)Rented to, in the care, custody or controldirector as a consequence of Paragraph of, or over which physical control is(1)(a)above;being exercised for any purpose by; (c)For which there is any obligation to you, any of your retired partners, membersshare damages with or repay someone or directors, your current or retiredelse who must pay damages because of "employees" or "volunteer workers", anythe injury described in Paragraph (1)(a) current partner or member (if you are aor(b)above; or partnership or joint venture), or any current(d)Arising out of his or her providing or member (if you are a limited liabilityfailing to provide professional health care company) or current director.services. Page 2 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a.A limited liability company;WORKERS AND RETIRED PARTNERS, b.An organization other than a partnership,MEMBERS, DIRECTORS AND EMPLOYEES joint venture or limited liability company;The following is added to Paragraph 2.a.(1)of orSECTION II – WHO IS AN INSURED: c.A trust;Paragraphs (1)(a),(b)and (c)above do not as indicated in its name or the documentsapply to "bodily injury" to a current or retired co-that govern its structure."employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED – duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1.The following is added to SECTION II –workers" or retired partners, members or WHO IS AN INSURED:directors while performing duties related to the Any person or organization that has financialconduct of your business.control of you is an insured with respect toE. WHO IS AN INSURED – NEWLY ACQUIRED liability for "bodily injury", "property damage"OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3.of arises out of: SECTION II – WHO IS AN INSURED:a.Such financial control; or 3.Any organization you newly acquire or form,b.Such person's or organization'sother than a partnership or joint venture, and ownership, maintenance or use ofof which you are the sole owner or in which premises leased to or occupied by you.you maintain an ownership interest of more The insurance provided to such person orthan 50%, will qualify as a Named Insured if organization does not apply to structuralthere is no other similar insurance available alterations, new construction or demolitionto that organization. However:operations performed by or on behalf of sucha.Coverage under this provision is person or organization.afforded only: 2.The following is added to Paragraph 4.of(1)Until the 180th day after you acquire SECTION II – WHO IS AN INSURED:or form the organization or the end This paragraph does not apply to anyof the policy period, whichever is premises owner, manager or lessor that hasearlier, if you do not report such financial control of you.organization in writing to us within 180 days after you acquire or form it;G. BLANKET ADDITIONAL INSURED – or MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS(2)Until the end of the policy period, when that date is later than 180 days The following is added to SECTION II – WHO ISafter you acquire or form such AN INSURED:organization, if you report such Any person or organization that is a mortgagee,organization in writing to us within assignee, successor or receiver and that you180 days after you acquire or form it; have agreed in a written contract or agreementb.Coverage A does not apply to "bodily to include as an additional insured on thisinjury" or "property damage" that Coverage Part is an insured, but only withoccurred before you acquired or formed respect to its liability as mortgagee, assignee,the organization; and successor or receiver for "bodily injury", "property c.Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a.Is "bodily injury" or "property damage" thator formed the organization.occurs, or is "personal and advertising injury" For the purposes of Paragraph 1.of Section caused by an offense that is committed, II – Who Is An Insured, each such CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b.Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED – use of the premises for which that GOVERNMENTAL ENTITIES – PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II – WHO ISthis Coverage Part.AN INSURED: The insurance provided to such mortgagee,Any governmental entity that has issued a permitassignee, successor or receiver is subject to the or authorization with respect to operationsfollowing provisions:performed by you or on your behalf and that you a.The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less.and advertising injury" arising out of such operations.b.The insurance provided to such person or organization does not apply to:The insurance provided to such governmental entity does not apply to:(1)Any "bodily injury" or "property damage" that occurs, or any "personal and a.Any "bodily injury", "property damage" oradvertising injury" caused by an offense "personal and advertising injury" arising outthat is committed, after such contract or of operations performed for theagreement is no longer in effect; or governmental entity; or (2)Any "bodily injury", "property damage" or b.Any "bodily injury" or "property damage""personal and advertising injury" arising included in the "products-completedout of any structural alterations, new operations hazard".construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICEperformed by or on behalf of such 1.The following replaces Paragraph b.of themortgagee, assignee, successor or definition of "occurrence" in thereceiver. DEFINITIONS Section:H. BLANKET ADDITIONAL INSURED – b.An act or omission committed inGOVERNMENTAL ENTITIES – PERMITS OR providing or failing to provide "incidentalAUTHORIZATIONS RELATING TO PREMISES medical services", first aid or "GoodThe following is added to SECTION II – WHO IS Samaritan services" to a person, unlessAN INSURED:you are in the business or occupation of providing professional health careAny governmental entity that has issued a permit services.or authorization with respect to premises owned or occupied by, or rented or loaned to, you and 2.The following replaces the last paragraph of that you are required by any ordinance, law,Paragraph 2.a.(1)of SECTION II – WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupationCoverage Part is an insured, but only with of providing professional health carerespect to liability for "bodily injury", "property services, Paragraphs (1)(a),(b),(c)and (d)damage" or "personal and advertising injury"above do not apply to "bodily injury" arisingarising out of the existence, ownership, use,out of providing or failing to provide: maintenance, repair, construction, erection or (a)"Incidental medical services" by any ofremoval of any of the following for which that your "employees" who is a nurse,governmental entity has issued such permit or nurse assistant, emergency medicalauthorization: advertising signs, awnings,technician, paramedic, athletic trainer,canopies, cellar entrances, coal holes,audiologist, dietician, nutritionist,driveways, manholes, marquees, hoist away Page 4 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY – RAILROADS 1.The following replaces Paragraph c.of the definition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1)of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2.The following is added to Paragraph B.5.,Other Insurance of SECTION IV – BUSINESS AUTO1.The following is added to Paragraph A.1.c., Who CONDITIONS:Is An Insured, of SECTION Il – LIABILITY COVERAGE:Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, thisThis includes any person or organization who you insurance is primary to and non-contributory withare required under a written contract or applicable other insurance under which anagreement between you and that person or additional insured person or organization is theorganization, that is signed by you before the first named insured when the written contract or"bodily injury" or "property damage" occurs and agreement between you and that person orthat is in effect during the policy period, to name organization, that is signed by you before theas an additional insured for Liability Coverage,"bodily injury" or "property damage" occurs andbut only for damages to which this insurance that is in effect during the policy period, requiresapplies and only to the extent of that person's or this insurance to be primary and non-contributory.organization's liability for the conduct of another "insured". CA T4 74 08 17 ú 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: BA5T9261002343G DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 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 With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMITB. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATIONC. EMPLOYEE HIRED AUTO EXPENSES – INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL EFFECTS K. AIRBAGSE. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COVERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED as an additional insured for Liability Coverage, but only for damages to which this insuranceThe following is added to Paragraph A.1., Who Is applies and only to the extent of that person's orAn Insured, of SECTION II – LIABILITY organization's liability for the conduct of anotherCOVERAGE:"insured".Any organization you newly acquire or form C. EMPLOYEE HIRED AUTOduring the policy period over which you maintain 50% or more ownership interest and that is not 1. The following is added to Paragraph A.1., separately insured for Business Auto Coverage.Who Is An Insured, of SECTION II – Coverage under this provision is afforded only LIABILITY COVERAGE: until the 180th day after you acquire or form the An "employee" of yours is an "insured" whileorganization or the end of the policy period,operating an "auto" hired or rented under awhichever is earlier.contract or agreement in that "employee's"B. BLANKET ADDITIONAL INSURED name, with your permission, while performing The following is added to Paragraph c. in A.1., duties related to the conduct of your Who Is An Insured, of SECTION II – LIABILITY business. COVERAGE:2. The following replaces Paragraph b. in B.5., This includes any person or organization who you Other Insurance, of SECTION IV – are required under a written contract or BUSINESS AUTO CONDITIONS: agreement between you and that person or b. For Hired Auto Physical Damageorganization, that is signed by you before the Coverage, the following are deemed to be"bodily injury" or "property damage" occurs and covered "autos" you own:that is in effect during the policy period, to name CA T3 53 08 17 ú 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, liability company) or members of their rent or borrow; and households. (2) Any covered "auto" hired or rented by (1) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while of the United States of America, Puerto performing duties related to the Rico and Canada: conduct of your business.(a) You must arrange to defend the However, any "auto" that is leased, hired,"insured" against, and investigate or rented or borrowed with a driver is not a settle any such claim or "suit" and covered "auto".keep us advised of all proceedings and actions.D. EMPLOYEES AS INSURED (b) Neither you nor any other involvedThe following is added to Paragraph A.1., Who Is "insured" will make any settlementAn Insured, of SECTION II – LIABILITY without our consent.COVERAGE: (c) We may, at our discretion, participateAny "employee" of yours is an "insured" while in defending the "insured" against, orusing a covered "auto" you don't own, hire or in the settlement of, any claim orborrow in your business or your personal affairs. "suit".E. SUPPLEMENTARY PAYMENTS – INCREASED (d) We will reimburse the "insured":LIMITS (i) For sums that the "insured"1. The following replaces Paragraph A.2.a.(2), legally must pay as damagesofSECTION II – LIABILITY COVERAGE: because of "bodily injury" or(2) Up to $3,000 for cost of bail bonds "property damage" to which this(including bonds for related traffic law insurance applies, that theviolations) required because of an "insured" pays with our consent,"accident" we cover. We do not have to but only up to the limit describedfurnish these bonds.in Paragraph C., Limit Of Insurance, of SECTION II –2. The following replaces Paragraph A.2.a.(4), LIABILITY COVERAGE;of SECTION II – LIABILITY COVERAGE: (ii) For the reasonable expenses(4) All reasonable expenses incurred by the "insured" at our request, including actual incurred with our consent for your loss of earnings up to $500 a day investigation of such claims and because of time off from work.your defense of the "insured" F. HIRED AUTO – LIMITED WORLDWIDE against any such "suit", but only COVERAGE – INDEMNITY BASIS up to and included within the limit described in Paragraph C., LimitThe following replaces Subparagraph e. in Of Insurance, of SECTION II –Paragraph B.7., Policy Term, Coverage LIABILITY COVERAGE, and notTerritory, of SECTION IV – BUSINESS AUTO CONDITIONS: in addition to such limit. Our duty to make such payments endse. Anywhere in the world, except any country or when we have used up thejurisdiction while any trade sanction, applicable limit of insurance inembargo, or similar regulation imposed by the payments for damages,United States of America applies to and settlements or defense expenses.prohibits the transaction of business with or within such country or jurisdiction, for Liability (2) This insurance is excess over any valid Coverage for any covered "auto" that you and collectible other insurance available lease, hire, rent or borrow without a driver for to the "insured" whether primary, excess a period of 30 days or less and that is not an contingent or on any other basis. "auto" you lease, hire, rent or borrow from (3) This insurance is not a substitute forany of your "employees", partners (if you are required or compulsory insurance in anya partnership), members (if you are a limited country outside the United States, its Page 2 of 4 ú 2016 The Travelers Indemnity Company. All rights reserved. CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL AUTO territories and possessions, Puerto Rico Personal Effects and Canada.We will pay up to $400 for "loss" to wearing You agree to maintain all required or apparel and other personal effects which are: compulsory insurance in any such (1)Owned by an "insured"; andcountry up to the minimum limits required (2)In or on your covered "auto".by local law. Your failure to comply with compulsory insurance requirements will This coverage applies only in the event of a total not invalidate the coverage afforded by theft of your covered "auto". this policy, but we will only be liable to the No deductibles apply to this Personal Effectssame extent we would have been liable coverage.had you complied with the compulsory K. AIRBAGSinsurance requirements. (4)It is understood that we are not an The following is added to Paragraph B.3., admitted or authorized insurer outside the Exclusions, of SECTION III – PHYSICAL United States of America, its territories DAMAGE COVERAGE: and possessions, Puerto Rico and Exclusion 3.a. does not apply to "loss" to one orCanada. We assume no responsibility for more airbags in a covered "auto" you own thatthe furnishing of certificates of insurance,inflate due to a cause other than a cause of "loss"or for compliance in any way with the set forth in Paragraphs A.1.b.and A.1.c., butlaws of other countries relating to only:insurance. a.If that "auto" is a covered "auto" forG. WAIVER OF DEDUCTIBLE – GLASS Comprehensive Coverage under this policy; The following is added to Paragraph D.,b.The airbags are not covered under anyDeductible, of SECTION III – PHYSICAL warranty; andDAMAGE COVERAGE: c.The airbags were not intentionally inflated.No deductible for a covered "auto" will apply to We will pay up to a maximum of $1,000 for anyglass damage if the glass is repaired rather than one "loss".replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT ORH. HIRED AUTO PHYSICAL DAMAGE – LOSS OF LOSSUSE – INCREASED LIMIT The following is added to Paragraph A.2.a., ofThe following replaces the last sentence of SECTION IV – BUSINESS AUTO CONDITIONS:Paragraph A.4.b.,Loss Of Use Expenses, of SECTION III – PHYSICAL DAMAGE Your duty to give us or our authorized COVERAGE:representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" isHowever, the most we will pay for any expenses known to:for loss of use is $65 per day, to a maximum of $750 for any one "accident".(a)You (if you are an individual); I. PHYSICAL DAMAGE – TRANSPORTATION (b)A partner (if you are a partnership); EXPENSES – INCREASED LIMIT (c)A member (if you are a limited liability The following replaces the first sentence in company); Paragraph A.4.a.,Transportation Expenses, of (d)An executive officer, director or insuranceSECTION III – PHYSICAL DAMAGE manager (if you are a corporation or otherCOVERAGE:organization); or We will pay up to $50 per day to a maximum of (e)Any "employee" authorized by you to give$1,500 for temporary transportation expense notice of the "accident" or "loss".incurred by you because of the total theft of a M. BLANKET WAIVER OF SUBROGATIONcovered "auto" of the private passenger type. The following replaces Paragraph A.5., TransferJ. PERSONAL EFFECTS Of Rights Of Recovery Against Others To Us,The following is added to Paragraph A.4.,of SECTION IV – BUSINESS AUTOCoverage Extensions, of SECTION III –CONDITIONS:PHYSICAL DAMAGE COVERAGE: CA T3 53 08 17 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 COMMERCIAL AUTO 5. Transfer Of Rights Of Recovery Against N. UNINTENTIONAL ERRORS OR OMISSIONS Others To Us The following is added to Paragraph B.2., We waive any right of recovery we may have Concealment, Misrepresentation, Or Fraud, of against any person or organization to the SECTION IV – BUSINESS AUTO CONDITIONS: extent required of you by a written contract The unintentional omission of, or unintentionalsigned and executed prior to any "accident"error in, any information given by you shall notor "loss", provided that the "accident" or "loss"prejudice your rights under this insurance.arises out of operations contemplated by However this provision does not affect our right tosuch contract. The waiver applies only to the collect additional premium or exercise our right ofperson or organization designated in such cancellation or non-renewal.contract. Page 4 of 4 ú 2016 The Travelers Indemnity Company. All rights reserved.CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 E N D O R S E M E N T Date of Issuance: October 22, 2023 Policy Form: DPL 2001 0120 Endorsement Form: DPL 3085 0823 Endurance American Specialty Insurance Company Page 1 of 1 Named Insured: Cobb, Fendley & Associates, Inc. Policy Number: DPL30039639000 Endorsement Effective Date: July 10, 2023 Endorsement Number: 8 12:01 AM Standard Time at the address of the Named Insured as shown in the Declarations. NOTICE OF CANCELLATION OR NON-RENEWAL TO THIRD PARTY ENDORSEMENT It is agreed that: I. If this Policy is cancelled by the Insurer for reasons other than non-payment of premium, or is non- renewed by the Insurer, then the Insurer shall endeavor to provide written notice of such cancellation or non-renewal to a Third Party not less than thirty (30) days prior to the effective date of cancellation or non-renewal. If cancellation by the Insurer is for failure to pay premium due, then the Insurer shall endeavor to provide the notice to such Third Party at the same time as it shall provide such notice to the Named Insured. Failure by the Insurer to provide such notice to any Third Party shall not delay the effective date of cancellation or non-renewal nor shall the Insurer be held liable in any way for such failure. II. Solely for purposes of this Endorsement, Third Party means any third party, if the Named Insured has agreed pursuant to a written contract to provide notice of cancellation to such third party and if the Named Insured has provided the Insurer with the email address or physical mailing address of such third party at least thirty (30) days before the effective date of cancellation or non-renewal. Authorized Representative This endorsement does not change any other provision of the Policy. The title and any headings in this endorsement are solely for convenience and do not affect its meaning. DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Page 21 of 24Endurance American Specialty Insurance Company DPL 2001 0120 2. the obtaining by any person, entity, or affiliated group of persons or entities of the right to elect, appoint, or designate at least fifty percent (50%) of the directors of the Named Insured; then coverage under this Policy will continue in full force and effect until termination of this Policy, but only with respect to Claims for Wrongful Acts that take place before such event. Coverage under this Policy will cease as of the effective date of such event with respect to Claims for Wrongful Acts that take place after such event. This Policy may not be cancelled after the effective time of such event, and the entire premium for this Policy shall be deemed earned as of such time. B. Termination of a Subsidiary If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect to that Subsidiary and its Insured Persons shall continue until termination of this Policy, but only with respect to Claims for Wrongful Acts that take place prior to the date such organization ceased to be a Subsidiary. C. In all events, this Policy shall not provide coverage for any Subsidiary, or its Insured Persons in their capacity as such, for Wrongful Acts taking place before such organization qualifies as a Subsidiary or after such Subsidiary ceases to be a Subsidiary. X. CONDITIONS A. Action Against the Insurer and Bankruptcy No action shall lie against the Insurer unless, as a condition precedent thereto, the Insured shall have fully complied with all the terms of this Policy, nor until the amount of the liability of the Insured to pay shall have been fully and finally determined either by an award or final non-appealable judgment against the Insured after an actual hearing or trial or by written agreement of the Insured, the claimant, and the Insurer. Nothing contained in this Policy shall give any person, legal entity, or organization the right to join the Insurer as a party in any action against any Insured to determine the Insured’s liability. Bankruptcy or insolvency of any Insured or of the Insured’s estate shall not relieve the Insurer of any of its obligations hereunder, nor deprive the Insurer of its rights and defenses under this Policy. B. Subrogation In the event of any payment under this Policy, the Insurer shall be subrogated to all of the Insured’s rights of recovery therefor against any person, legal entity, organization, or other third party. The Insured shall execute and deliver instruments and papers and do whatever else is reasonably necessary to secure such rights and the Insured shall do nothing to prejudice such rights. If the Insurer recovers any amounts paid under this Policy, such amounts shall be applied first to any costs incurred by the Insurer in recovering such amounts, then to any amounts paid by the Insurer in excess of the applicable Limit of Liability, then to reinstate any amounts paid under the applicable Limit of Liability, then to reimbursement of any Self-Insured Retention or amounts in excess thereof paid by the Insured. The Insurer shall have no duty to seek a recovery of any amounts paid under this Policy. Notwithstanding the foregoing, the Insurer specifically waives its rights of subrogation against any of the Insured’s customers or clients, but only to the extent that the Insured agreed, Cobb, Fendley & Associates, Inc. Policy Number: DPL30039639000 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Page 22 of 24Endurance American Specialty Insurance Company DPL 2001 0120 pursuant to a written agreement,to waive its rights of recovery against such customer or client prior to the occurrence of any Wrongful Act or Pollution Condition. C.Representations and Severability of the Application The Insureds represent and acknowledge that the statements,representations,and information contained in the Application are true and complete,are deemed to be incorporated into and a part of this Policy as if physically attached hereto,and that this Policy has been issued in reliance on the truth and completeness of such statements, representations, and information. In the event the Application contains any untrue or incomplete statement or any omission,and such statement or omission either was made with the intent to deceive or materially affected either the acceptance of the risk or the hazard assumed by the Insurer,then this Policy shall not provide coverage for any Claim arising from the facts that were untrue or incomplete with respect to any Insured Person who had knowledge of the true facts,or any Company and its Subsidiaries if a principal,partner, officer,director,or organizational equivalent of such Company had knowledge of the true facts, whether or not such Insured Person or principal,partner,officer,director,or organizational equivalent of such Company knew the Application contained such untrue or incomplete statement or omission. D.Other Insurance This Policy shall be in excess of the amount of the applicable Self-Insured Retention of this Policy and excess of any other insurance or indemnification available to the Insured,whether such insurance or indemnification is collectible or uncollectible,and whether such insurance is stated to be primary,pro rata,contributory,excess,contingent,or otherwise,unless such other insurance is written only as specific excess insurance over the Limits of Liability provided in this Policy. E.Changes Notice to any agent or knowledge possessed by any agent or other person acting on behalf of the Insurer shall not affect a waiver or a change in any part of this Policy or estop the Insurer from asserting any right under the terms of this Policy,nor shall the terms of this Policy be waived or changed, except by written endorsement issued by the Insurer and made a part of this Policy. F.Assignment Assignment of interest under this Policy shall not bind the Insurer unless its consent is endorsed in writing hereon. G.Policy Termination 1. Cancellation a.The Named Insured may cancel this Policy during the Policy Period by giving prior written notice to the Insurer stating when such cancellation shall take effect. b.The Insurer may cancel this Policy: Cobb, Fendley & Associates, Inc. Policy Number: DPL30039639000 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888 Ami Goudie May 07, 1974 4424 W Sam Houston Parkway, Suite 600 Houston Texas 77041 USA Harris Texas 2nd May 24 DocuSign Envelope ID: 8F28DB0E-5BD1-41F4-BF5B-CDD180187888