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Home My WebLink About24-050.00PowerCityOnCallMaintenance Contract No. 24-050 AGREEMENT FOR SERVICES Power City Electric THIS CONSTRUCTION AGREEMENT (the "Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and Power City Electric, ("Contractor") jointly referred to as the"Parties". IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1.Work to Be Performed. Contractor shall do all work and furnish all labor,supervision,tools,materials, supplies,and equipment and other items necessary for the construction and completion of the Traffic Signal Maintenance On-Call Project (the "Work") in accordance with documents described in Exhibit A and in accordance with this Agreement(which are by this reference incorporated herein and made part hereof and referred to as the "Contract Documents"), and shall perform any changes in the work in accordance with the Contract Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible terms in any other Contract Document. Contractor shall,for the amount set forth in paragraph 4,below,assume and be responsible for the cost and expense of all work required for constructing and completing the Work and related activities to the City's satisfaction, provided for in the Contract Documents, within the time limits prescribed in the Contract Documents. The City Manager or designee shall administer and be the primary contact for Contractor. Upon notice from City,Contractor shall promptly commence work,complete the same in a timely manner,and cure any failure in performance under this Agreement. Unless otherwise directed by City, all work shall be performed in conformance with the Contract Documents, and all City, state, and federal standards, codes, ordinances, regulations, and laws as now existing or as may be adopted or amended. 2. Term of Contract. Contractor shall be available to provide work within 10 days of or execution of this Agreement and shall remain in effect until December 31,2024,unless the time for performance is extended in writing by the Parties. The City may extend this Agreement for up to four additional one year terms,which will commence on or about January 1 or each year and end on December 31 of that year. To extend the Agreement,the City will give the contractor written notice of its intent to extend at least 60 days before the contract term expires. The total duration of the Agreement shall not exceed five years. Contractor may update the Price Sheet (Exhibit B) once in any consecutive 12-month period, after which time such new Price Sheet will be incorporated into this Agreement by reference. No update/amendment to the Price Sheet will increase the $75,000 limit for all work performed under the Agency Agreement. Any statement in an updated Price Sheet to the contrary shall be null and void. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination Construction Agreement Page 1 of 9 date. 4. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of $75,000 as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 5. Payment. Contractor may elect to be paid in monthly installments,upon presentation of an application for payment in a form satisfactory to City. Applications for payment shall be sent to the City Finance Department at the address stated in paragraph 6. Pursuant to chapter 60.28 RCW, five percent of the compensation due Contractor shall be retained by City. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Contract Documents, City standards, City Code,state standards, or federal standards. 6. Notice. Notice other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Name: Marci Patterson, City Clerk Name: Gavin Heider Phone: (509) 720-5000 Phone: 509-535-8500 ext. 1037 Address: 10210 East Sprague Avenue Address: 3327 E Olive Ave. Spokane Valley,WA 99206 Spokane,WA 99202 7. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, codes, and regulations. 8. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification; and Construction Agreement Page 2 of 9 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 9. Prevailing Wages on Public Works. Contractor, any subcontractor, or other person doing work under this Agreement, shall comply with the requirements of chapter 39.12 RCW, and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified by the Industrial Statistician of the Washington State Department of Labor and Industries ("L&I"). If employing labor in a class not shown, Contractor shall request a determination of the correct wage rate for the class and locality from the Industrial Statistician. Contractor shall provide a copy of any such determinations to City. Before commencing, during, and upon completion of the work, Contractor shall file all forms and pay all fees required by L&I and shall indemnify and hold City harmless from any claims related to its failure to comply with chapter 39.12 RCW. The following infoiuiation is provided pursuant to RCW 39.12.030: A. State of Washington prevailing wage rates applicable to this public works project,published by L&I, are located at the L&I website address: https://lni.wa.gov/licensing-permits/public-works-proj ects/prevailing-wage-rates/ B. This Project is located in Spokane County. C. The effective prevailing wage date is the same date as the bid due date as referenced in the original request for bids and as may be revised by addenda. A copy of the applicable prevailing wage rates is also available for viewing at the City Community&Public Works Department located at 10210 East Sprague Avenue, Spokane Valley, WA 99206. Upon request, City will mail a hard copy of the applicable prevailing wages for this project. 10. Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor and not the agent or employee of City, that City is interested only in the results to be achieved, and that the right to control the particular manner,method, and means in which the services are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 11. Ownership of Documents. All drawings,plans, specifications, and other related documents prepared by Contractor under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW, or other applicable public record laws. 12.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices,materials,payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. Construction Agreement Page 3 of 9 13. Warranty. Unless provided otherwise in the Contract Documents, Contractor warrants that all Work and materials performed or installed under this Agreement are free from defect or failure for a period of one year following final acceptance by City,unless a supplier or manufacturer has a warranty for a greater period, which warranty shall be assigned or transferred to City. In the event a defect or failure occurs in work or materials, Contractor shall, within the warranty period, remedy the same at no cost or expense to City. This warranty provision shall not be construed to establish a period of limitation with respect to Contractor's other obligations under this Agreement. 14. Contractor to Be Licensed and Bonded. Contractor shall be duly licensed,registered,and bonded by the State of Washington at all times this Agreement is in effect. 15. Contractor to Provide Performance and Payment Bonds. Contractor shall provide a payment bond and a performance bond in the full amount of the Agreement on the City's bond forms. Alternatively, Contractor may elect to have the City retain 10% of the Agreement amount in lieu of providing the City with a payment bond and a performance bond,pursuant to RCW 39.08.010(3). 16. Insurance. Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of the Contract and for 30 days after the physical completion date,unless otherwise indicated herein. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products-completed operations for a period of three years following substantial completion of the work for the benefit of the City, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate, and no less than a$2,000,000 Construction Agreement Page 4 of 9 products-completed operations aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Contractor's insurance coverage shall be primary insurance with respect to City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be excess of Contractor's insurance and shall not contribute with it. 2. Contractor shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Contractor. 3. If Contractor maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Contractor, irrespective of whether such limits maintained by Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. D.No Limitation. The Contractor's maintenance of insurance, its scope of coverage, and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. E.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. F. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to City at the time Contractor returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract,upon which the City may, after giving as least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement or, at its discretion,procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to the City on demand,or at the sole discretion of the City, offset against funds due Contractor from the City. Construction Agreement Page 5 of 9 H. Subcontractor Insurance. Contractor shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of Contractor-provided insurance as set forth herein, except Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. Contractor shall ensure that the City is an additional insured on each subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 17. Indemnification and Hold Harmless. Contractor shall defend, indemnify and hold the City, its officers,officials,employees and volunteers harmless from any and all claims,injuries, damages, losses or suits including attorney fees,arising out of or in connection with the performance of this Agreement,except for injuries and damages caused by the sole negligence of the City. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers,the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance,Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 18.Waiver. No officer,employee,agent,or other individual acting on behalf of either party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 19. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 20. Confidentiality. Contractor may, from time-to-time, receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 21. Disputes. All disputes arising under or related to this Agreement that cannot be resolved through informal discussion and negotiations shall be resolved by litigation filed in the Superior Court of the State of Washington for Spokane County,unless otherwise required by applicable federal or state law. 22. Subcontractor Responsibility. As required by RCW 39.06.020, Contractor shall verify responsibility criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility criteria listed in RCW 39.04.350(1) and possesses an electrical contractor license, if required by chapter 19.28 RCW, or an elevator contractor license if required by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier. Construction Agreement Page 6 of 9 23. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 24.Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties. 25. Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor, service,or other thing of value from any person with an interest in this Agreement. 26. Business Registration. Prior to commencement of Work under this Agreement, Contractor shall register with the City as a business if it has not already done so. 27. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Contractor, for itself,its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Contractor shall comply with the federal laws set forth in subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Contractor,with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Contractor shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color, or national origin. D. Information and Reports. Contractor shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records,accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish the information, Contractor shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Contractor's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including,but not limited to: Construction Agreement Page 7 of 9 1. Withholding payments to Contractor under the Agreement until Contractor complies; and/or 2. Cancelling,terminating, or suspending the Agreement,in whole or in part. F. Incorporation of Provisions. Contractor shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Contractor shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,Contractor may request that the City enter into any litigation to protect the interests of the City. In addition,Contractor may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Contractor agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq., 78 stat. 252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color,national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- Construction Agreement Page 8 of 9 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.). 28. Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause,or phrase of this Agreement. 29. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Work B. Fee proposal C. Insurance Certificates The Parties have executed this Agreement this 7744 day of FIliliWity , 202/. CITY OF SPOKANE VALLEY: Contracto John Hohman, City Manager By: Steve ilbertz, Vice-President Its: Authorized Representative APPROVED A TO FORM: ffi of the C. Attorney Construction Agreement Page 9 of 9 EXHIBIT A CITY OF SPOKANE VALLEY - SIGNAL MAINTENANCE SCOPE January, 2024 OVERVIEW 1. Project background and description O To assist City of Spokane Valley Signal Maintenance Foreman with any work on equipment mounted above the level of a pedestrian signal head on a signal pole. Provide emergency response to trouble calls or signals knockdowns which require a crane or bucket truck. This includes nights, weekends, and holidays. 2. Project scope O Under the guidance of the CoSV Signal Foreman, perform preventive maintenance checks on all overhead equipment. This is to include signal heads, detection systems, Opticom systems, cleaning display and camera lenses. Corrective action to be taken if deficiencies are found. In lieu of an emergency response call-out, Power City will be accompanied by the CoSV Signal Foreman who will direct all operations on how to safely remedy the situation. 3. Specific exclusions from scope O All signal related material to be provided by COSV. This includes LED displays, Incandescent lamps, detection systems, Opticom systems, CCTV cameras, Signal and Pedestrian housing. Traffic Control to be provided by others when utilizing lanes of traffic. This includes all preventive maintenance checks with a bucket truck, or emergency situations requiring a bucket truck or crane. 4. High-level timeline/schedule O When scheduling Preventative Maintenance work a 2-week advance notice is preferred to help with scheduling. Power City will likely be able to respond sooner in most cases. 1 EXHIBIT B PCE SERVICE RATES Effective beginning July 1,2023 SPOKANE - 2 HOUR MINIMUM STRAIGHT TIME OVER-TIME DOUBLE-TIME SERVICE WIREMAN $130.00 $195.00 $260.00 PASCO - 2 HOUR MINIMUM STRAIGHT TIME OVER-TIME DOUBLE-TIME SERVICE WIREMAN $150.00 $225.00 $300.00 OTHER CHARGES AND MARKUPS MILEAGE(ANY vehicle) In Metro Area $30 minimum flat fee,or$1.50/mile if greater MILEAGE(pickup or van) Out of Metro Area $1.50/mile additional charge MILEAGE(bucket truck) Out of Metro Area $1.50/mile additional charge TOOLS/CONSUMABLES 7%of billed labor,unless indicated lower by Project Mgr. 35'BUCKET TRUCK $80.00 per hour,2 hour minimum $325.00 per day LINE TRUCK $175.00 per hour,2 hour minimum $600.00 per day THERMAL IMAGING BY QUOTE ONLY DATA RECORDER $250.00 per week,$500/month MATERIAL$0-100 COST 100% MARK UP,PLUS$1/LINE OF MATERIAL DETAIL MATERIAL$101-500 COST 55% MARK UP,PLUS$1/LINE OF MATERIAL DETAIL MATERIAL$501-999 COST 40% MARK UP,PLUS$1/LINE OF MATERIAL DETAIL MATERIAL OVER$1,000 30% MARK UP EQUIPMENT 30% MARKUP MOTEL ROOMS 30% MARK UP PERMITS 30% MARK UP SUBSISTENCE 30% MARK UP SUB-CONTRACTOR 30% MARK UP DEFAULT MARKUPS FOR LARGE T&M JOBS Total Job Cost $1k-$5k $5k-$10k $10k-$20k $20k-$50k $50k+ Material 40% 35% 30% 25% 20% Equipment 30% 30% 30% 25% 20% Directs 30% 30% 30% 25% 20% Subcontract 30% 30% 30% 25% 20% https://powercityelectric-my.sharepoint.com/personal/skeller_powercityelectric_com/Documents/Desktop/Service Billing Rate Sheet(003).xlsx EXHIBIT C POWECIT-03 MNEIGHBORS AG'ORO /D 023 E(MMDnvvY) CERTIFICATE OF LIABILITY INSURANCE 1 DATE(MM/ DNY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jim Majeskey NAME: Spokane Office PHONE Ext (509)789-7430 FAX Marsh McLennan Agency LLC ( ): (A/C,No): 501 N.Riverpoint Blvd.,Ste 403 ADDAIL RESS:jmajeskey@paynewest.com Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Co of America 25666 INSURED INSURER B:Travelers Indemnity Company 25658 Power City Electric Inc INSURER C:Travelers Property Casualty Co of Amer 25674 PO Box 2507 INSURER D: Spokane,WA 99220-2507 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDD/YYYY1 (MM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X x DT-CO-1122P508-TIA-23 11/1/2023 11/1/2024 pREMSES Eaoccurrence) $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JERQ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: WA STOP GAP $ 1,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ee accident) X ANY AUTO X X 810-0L841844-23-26-G 11/1/2023 11/1/2024 BODILYINJURY(Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ AUTOS ONLY NON-OWNED ONLYY PROPERTY accident DAMAGE C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESSLIAB CLAIMS-MADE X x CUP-7H261897-23-26 11/1/2023 11/1/2024 AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 FOLLOW FORM $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) RE:Any and all Projects City of Spokane Valley and any other entity required by the Main Contract are additional insured,on a primary/non-contributory basis,including waiver of subrogation,in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN p ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E.Sprague Ave. Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE I _ ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CITY V Valley. BOND NO: 108005317 CONTRACTOR'S PERFORMANCE BOND to City of Spokane Valley,Washington The City of Spokane Valley, Spokane County, Washington, has awarded to Power City Electric, Inc. (Contractor),as Principal,a contract for the construction of the project designated as 2024 Signal Maintenance.Project No.24- 050 in Spokane Valley,Washington,and said Principal is required under the terms of the Contract to furnish a performance bond in accordance with chapter 39.08 Revised Code of Washington(RCW). The Principal, and Travelers Casualty and Surety Company of America (Surety), a corporation, organized under the laws of CT and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S.Treasury Dept.,are jointly and severally held and firmly bound to the City of Spokane Valley,as Obligee,in the sum of$ 75,000.00 total Contract amount(including Washington State sales tax),subject to the provisions herein. This performance bond shall become null and void,if and when the Principal,its heirs,executors,administrators,successors,or assigns shall well and faithfully perform all of the Principal's obligations under the Contract and fulfill all the terms and conditions of all duly authorized modifications,additions,and changes to said Contract that may hereafter be made,at the time and in the manner therein specified;shall warranty the work as provided in the Contract and shall indemnify and hold harmless the Obligee from any defects in the workmanship and materials incorporated into the work for the period identified in the Contract;and if such performance obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change,extension of time, alteration or addition to the terms of the Contract,the specifications accompanying the Contract,or to the work to be performed under the Contract shall in any way affect its obligation on this bond,and waives notice of any change,extension of time,alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. Power City Electric, Inc. Travelers Casualty and Surety Company of America PRINCI (CONTRACTOR) SURETY 4.16.24 76 0 4-12-2024 Principal Signature Date Surety Si Date Steve Gilbertz Peggy A .Firth Printed Name Printed Name President Attorney-in-Fact Title Title Name,address,and telephone of local office/agent of Surety Company is: Alliant Insurance Services, Inc. 818 W. Riverside Ave, Spokane,WA 99201 509-325-3024 Updated February 9,2023 art c� pokane �,f Valleys BOND NO: 108005317 CONTRACTOR'S PAYMENT BOND(NON-FEDERALLY FUNDED PROJECT) to City of Spokane Valley,Washington The City of Spokane Valley, Spokane County,Washington,has awarded to Power City Electric, Inc. (Contractor),as Principal,a contract for the construction of the project designated as 2024 Signal Maintenance,Project No. 24-050 in Spokane Valley,Washington,and said Principal is required under the terms of the Contract to furnish a payment bond in accordance with chapter 39.08 Revised Code of Washington(RCW). The Principal, and Travelers Casualty and Surety Company of America (Surety), a corporation organized under the laws CT and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S. Treasury Dept,are jointly and severally held and firmly bound to the City of Spokane Valley,as Obligee,in the sum of$ 75,000.00 total Contract amount(including Washington State sales tax), subject to the provisions herein. This payment bond shall become null and void,if and when the Principal,its heirs,executors,administrators,successors,or assigns shall pay all persons in accordance with chapters 39.08 and 39.12 RCW,including all workers,laborers,mechanics, subcontractors,and materialmen,and all persons who shall supply such contractor or subcontractor with provisions and supplies for the carrying on of such work; and shall indemnify and hold harmless the Obligee from all loss, cost or damage which Obligee may suffer by reason of the failure of Principal to make such required payments;and if such payment obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change,extension of time,alteration or addition to the terms of the Contract,the specifications accompanying the Contract, or to the work to be performed under the Contract shall in any way affect its obligation on this bond,except as provided herein,and waives notice of any change,extension of time,alteration or addition to the terms of the Contract or the work performed.The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. Power City Electric, Inc. Travelers Casualty and Surety Company of America PRINCIPAL(C CTOR) SURETY 4.16.24 A /12/2024 Principa Signature Date Surety Si• � � ,e Date Steve Cilbertz Peggy A. Firth Printed Name Printed Namc President Attorney-in-Fact _ Title Title Name,address,and telephone of local office/agent of Surety Company is: Alliant Insurance Services, Inc.818 W. Riverside Ave, Spokane, WA 99201 509-325-3024 Updated February 9,2023 Travelers Casualty and Surety Company of America AM. Travelers Casualty and Surety Company TRAVELERS J St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint PEGGY A FIRTH of SPOKANE , Washington , their true and lawful Attomey(s)-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed,and their corporate seals to be hereto affixed,this 21st day of April, 2021. yil (I 143 I To 0 rir th.)e (CH AN rF 051. C:Nr . .1 State of Connecticut By: City of Hartford ss. Robert L.Rane , enior Vice President On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer. IN WITNESS WHEREOF,I hereunto set my hand and official seal. ;.;''NO ARVa,4•44 �i/�Gd NOTARY My Commission expires the 30th day of June,2026 * .M *4 pUg:16 fi Anna P.Nowik,Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies,which resolutions are now in full force and effect,reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President,any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority;and it is , FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary,and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in- Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,which remains in full force and effect. Dated this 12th day of April ,2024 . 0Mwby J',,SY 4,yp N OL 1.10fi L n ,G.....-,y`f ��+�+ 44' Hughes,Assistant Secretary To verify the authenticity of this Power of Attorney,please call us at 1-800-421-3880. Please refer to the above-named Attorneys)-in-Fad and the details of the bond to which this Power of Attorney is attached. POWECIT-03 MNEIGHBORS ACORO° CERTIFICATE OF LIABILITY INSURANCE �.� DATE(MM/DD/YYYY) 10/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jim Majeskey PHONE (FAX EXt): (509) 789-7430 (AC, No): Spokane Office Marsh McLennan Agency LLC 501 N. Riverpoint Blvd., Ste 403 EMAIL eskeMa ADDRESS: Jim.j y@MarshMMA.com INSURERS AFFORDING COVERAGE NAIC # Spokane, WA 99202 INSURER A: Travelers Indemnity CompanV 25658 INSURED INSURER B: Travelers Property Casualty Co of Amer 25674 INSURER C : Power City Electric Inc INSURER D : PO Box 2507 Spokane, WA 99220-2507 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF M DD POLICY EXP MM D LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR X X DT-CO-1122P508-COF-25 11/1/2025 11/1/2026 pTO RENTED SE REM S (E. occurrence) $ 300,000 MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 GEN'L POLICY F PE� LOC PRODUCTS - COMP/OP AGG $ 2,000,000 WA STOP GAP $ 1,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Perperson) $ X ANY AUTO X X 810-OL841844-25-26-G 11/1/2025 11/1/2026 BODILY INJURY Per accident $ OWNED SCHEDULED AUTOS ONLY AUTOS PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE X X CUP-7H261897-25-26 11/1/2025 11/1/2026 DIED I X I RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE STER ATUTE ER E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Any and all Projects City of Spokane Valley and any other entity required by the Main Contract are additional insured, on a primary/non-contributory basis, including waiver of subrogation, in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valle tY P y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E. Sprague Ave. Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 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 The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury" or "property damage" caused by 'your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the 'occurrence" or offense. b. The insurance provided to such additional (2) If a claim is made or "suit' is brought against insured does not apply to: the additional insured: CG D2 46 0419 © 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured — Unnamed Subsidiaries B. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations PROVISIONS A. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership, joint venture or limited liability company, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% i n such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II —Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: C. Incidental Medical Malpractice D. Blanket Waiver Of Subrogation E. Contractual Liability — Railroads F. Damage To Premises Rented To You a. An organization other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. B. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION 11 — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liabi lity for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". CG D3 16 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician or paramedic; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph S. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". pharmaceuticals committed by, or with the knowledge or consent of, the insured. S. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. D. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; 4. The following exclusion is added to subsequent to the execution of the contract or Paragraph 2., Exclusions, of SECTION I — agreement. COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE E. CONTRACTUAL LIABILITY —RAILROADS LIABILITY: 1. The following replaces Paragraph c. of the Sale Of Pharmaceuticals definition of "insured contract" in the "Bodily injury" or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or c. Any easement or license agreement; ordinance relating to the sale of Page 2 Of 3 © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. Paragraph f.(1) of the definition of "insured contract' in the DEFINITIONS Section is deleted. F. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: COMMERCIAL GENERAL LIABILITY a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D3 16 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph 5. of Section III - Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section III - Limits of Insurance applies because the Amendment - Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; COMMERCIAL GENERAL LIABILITY (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section II - Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section II - Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: DT-CO-1122P508-COF-25 COMMERCIAL GENERAL LIABILITY ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Project Designated Project(s): General Aggregate(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED IN A GENERAL AGGREGATE WRITTEN CONTRACT THAT IS IN EFFECT DURING LIMIT SHOWN ON THE THIS POLICY PERIOD, TO PROVIDE A SEPARATE DECLARATIONS. GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under COVERAGE A. (SECTION Q, and for all medical expenses caused by accidents un- der COVERAGE C (SECTION 1), which can be attributed only to operations at a single desig- nated "project' shown in the Schedule above: 1. A separate Designated Project General Ag- gregate Limit applies to each designated "pro- ject', and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations, unless separate Designated Project General Aggregate(s) are sched- uled above. 2. The Designated Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A., except damages because of "bodily injury" or "prop- erty damage" included in the "products - completed operations hazard", and for medi- cal expenses under COVERAGE C, regard- less of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations malting claims or bringing "suits". 3. Any payments made under COVERAGE A. for damages or under COVERAGE C. for medical expenses shall reduce the Desig- nated Project General Aggregate Limit for that designated "project'. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they re- duce any other Designated Project General Aggregate Limit for any other designated "project" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Project General Ag- gregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under COVERAGE A. (SECTION Q, and for all medical expenses caused by accidents un- der COVERAGE C. (SECTION 1), which cannot be attributed only to operations at a single desig- nated "project' shown in the Schedule above: CG D2 11 01 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY 1. Any payments made under COVERAGE A. for damages or under COVERAGE C. for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Ag- gregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Project General Aggregate Limit. C. Part 2. of SECTION III — LIMrrS OF INSURANCE is deleted and replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage B; and b. Damages from "occurrences" under COVERAGE A (SECTION 1) and for all medical expenses caused by accidents under COVERAGE C (SECTION 1) which cannot be attributed only to operations at a single designated "project" shown in the SCHEDULE above. D. When coverage for liability arising out of the "products -completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Ag- gregate Limit, and not reduce the General Aggre- gate Limit nor the Designated Project General Aggregate Limit. E. For the purposes of this endorsement the Defini- tions Section is amended by the addition of the following definition: "Project" means an area away from premises owned by or rented to you at which you are per- forming operations pursuant to a contract or agreement. For the purposes of determining the applicable aggregate limit of insurance, each "project" that includes premises involving the same or connecting lots, or premises whose con- nection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single "project". F. The provisions of SECTION III — LIMITS OF INSURANCE not otherwise modified by this en- dorsement shall continue to apply as stipulated. Page 2 of 2 Copyright, The Travelers Indemnity Company, 2004 CG D2 11 01 04 POLICY NUMBER: DT-CO-1122P508-COF-25 COMMERCIAL GENERAL LIABILITY ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYERS OVERHEAD LIABILITY This modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIST OF STATES Washington LIMITS OF INSURANCE BODILY INJURY BY ACCIDENT BODILY INJURY BY DISEASE BODILY INJURY BY DISEASE SCHEDULE 1, 000, 000 EACH ACCIDENT 1, 000, 000 AGGREGATE 1,000,000 EACH EMPLOYEE None of the terms of the Coverage Part to which this endorsement is attached apply to the insurance provided by this endorsement, except for the COM- MON POLICY CONDITIONS and Section IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS. SECTION I — COVERAGE 1. Insuring Agreement This insurance applies to "bodily injury" by acci- dent or "bodily injury" by disease to your "em- ployees". "Bodily injury" includes resulting death. a. The "bodily injury" must arise out of and in the course of the injured "employee's" employ- ment by you. b. The employment must be necessary or inci- dental to your work in the state(s) listed in the Schedule above. c. You must maintain for the "employee" full Workers Compensation Insurance coverage in the Workers Compensation State Fund of the state(s) listed in the Schedule above dur- ing the term of this insurance or shall be a qualified self insurer approved by the State Workers Compensation Commission and in good standing. d. "Bodily injury" by accident must occur during the endorsement period. ployment. The "employee's" last day of last exposure to the conditions causing or aggra- vating such "bodily injury" by disease must occur during the endorsement period. f. If you are sued, the original "suit" and any re- lated legal actions for damages for "bodily in- jury" by accident or disease must be brought in the United States of America, its territories or possessions, or Canada. 2. We Will Pay We will pay all sums you legally must pay as damages because of "bodily injury" to your "em- ployees", provided the "bodily injury" is covered by this insurance. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Paragraph 5. Supplementary Payments of this COVERAGE Section. The damages we will pay, where recovery is permitted by law, include damages: a. for which you are liable to a third parry by reason of a claim or "suit" against you by that third party to recover the damages claimed against such third party as a result of injury to your "employee"; b. for care and loss of services; and e. "Bodily injury" by disease must be caused or c. for consequential "bodily injury" to a spouse, aggravated by the conditions of your em- child, parent, brother or sister of the injured "employee"; GN 01 13 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 1 of 4 COMMERCIAL GENERAL LIABILITY provided that these damages are the direct con- sequence of "bodily injury" that arises out of and in the course of the injured "employee's" employ- ment by you; and d. because of "bodily injury" to your "employee" that arises out of and in the course of em- ployment, claimed against you in a capacity other than as an emp toyer. 3. We Will Defend We have the right and duty to defend you, at our expense, against any claim, proceeding or "suit" seeking damages payable by this insurance. We have the right to investigate any "bodily injury" and settle these cla ims, proceedings and "suits". The amount we will pay for damages is limited as described in LIMITS OF INSURANCE (Section III). We have no duty to defend you against a claim, proceeding or "suit" that is not covered by this in- surance. We have no duty to defend or continue defending you after we have paid our applicable limit of liability under this insurance. 4. Exclusions This insurance does not apply to : a. Liability assumed under a contract or agree- ment. This exclusion does not apply to a war- ranty that your work will be done in a work- manlike manner; b. Punitive or exemplary damages because of "bodily injury" to an "employee" employed in violation of law; c. "Bodily injury" to an "employee" while em- ployed in violation of law with your actual knowledge or the actual knowledge of any of your partners (if you are a partnership), your "executive officers" (if you are an organization other than a partnership, joint venture or lim- ited liability company), your members or managers (if you are a joint venture or limited liability company) or your trustees (if you are a trust); d. Any obligation imposed by a Workers Com- pensation, occupational disease, unemploy- ment compensation, or disability benefits law, or any similar law; f. Any damages for "bodily injury" with respect to which the insured is deprived of any de- fense or defenses; g. "Bodily injury" occurring outside the United States of America, its territories or posses- sions, and Canada. This exclusion does not apply to "bodily injury" to a citizen or resident of the United States of America or Canada who is temporarily outside these countries; h. Damages arising out of coercion, criticism, demotion, evaluation, reassignment, disci- pline, defamation, harassment, humiliation, discrimination against or termination of any "employee", or any personnel practices, poli- cies, acts or omissions; i. "Bodily injury" to any person in work subject to the Longshore and Harbor Workers' Com- pensation Act (33 USC Sections 901-950), the Nonappropriated Fund Instrumentalities Act (5 USC Sections 8171-8173), the Outer Continental Shelf Lands Act (43 USC Sec- tions 1331-1356), the Defense Base Act (42 USC Sections 1651-1654), the Federal Coal Mine Health and Safety Act of 1969 (30 USC Sections 901-942), any other federal workers or workmen's compensation law or other fed- eral occupational disease law, or any amendments to these laws; j. "Bodily injury" to any person in work subject to the Federal Employers' Liability Act (45 USC Sections 51-60), any other federal laws obligating an employer to pay damages to an "employee" due to "bodily injury" arising out of or in the course of employment, or any amendments to those laws; k. "Bodily injury" to a master or member of the crew of any vessel; I. Fines or penalties imposed for violation of federal or state law; m. Damages payable under the Migrant and Seasonal Agricultural Worker Protection Act (29 USC Sections 1801-1872) and under any other federal law awarding damages for viola- tion of those laws or regulations issued there- under, and any a mendments to those laws. S. Supplementary Payments e. "Bodily injury" intentionally caused or aggra- We will pay with respect to any claim we investi- vated by you; gate or settle, or any "suit" against an insured we defend: Page 2 of 4 Copyright, The Travelers Indemnity Company, 2003 GN 01 13 11 03 a. Reasonable expenses incurred at our re- quest, but not loss of earnings; b. Premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under th is insurance; c. Litigation costs taxed aga inst you; d. Interest on a judgment as required by law un- til we offer the amount due under this insur- ance; and e. Expenses we incur. These payments will not reduce the Limits of Insurance. SECTION II —WHO IS AN INSURED 1. If you are designated in the Declarations of the Coverage Part to which this endorsement is at- tached as: a. An individual, you and your spouse are insur- eds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an in- sured. Your members are also insureds, but only with respect to the conduct of your busi- ness. Your managers are insureds, but only with respect to the it duties as your managers. d. An organization other than a partnership or joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to the it liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance avail- able to that organization. However: COMMERCIAL GENERAL LIABILITY b. Coverage does not apply to "bodily injury" that occurred before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past part- nership, joint venture or limited liability company that is not shown as a Named Insured in the Dec- larations of the Coverage Part to which this en- dorsement is attached. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Schedule above and the following rules fix the most we will pay regardless of the nu mber of: a. Insureds; b. Claims made or "suits" brought, or c. Persons or organizations making claims or bringing "suits". 2. The Bodily Injury by Accident — Each Accident limit is the most we will pay for all damages be- cause of "bodily injury" to one or more "employ- ees" in any one accident. A disease is not "bodily injury" by accident unless it results directly from "bodily injury" by accident. 3. The Bodily Injury by Disease — Aggregate limit is the most we will pay for all damages because of "bodily injury" by disease, regardless of the num- ber of "employees" who sustain "bodily injury" by disease; 4. The Bodily Injury by Disease — Each Employee limit is the most we will pay for all damages be- cause of "bodily injury" by disease to any one "employee", subject to 3. above. Under parts 3. and 4. above, "bodily injury" by dis- ease does not include disease that results directly from "bodily injury" by accident. The limits of this insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the begin- ning of the endorsement period, unless the endorse- ment period is extended after issuance for an addi- tional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV —DEFINITIONS a. Coverage under this pro vision is afforded only until the 90th day after you acquire or form 1. 'Bodily Injury" means bodily injury, sickness or the organization, or the end of the endorse- disease sustained by a person, including death ment period, whichever is earlier; resulting from any of these at any time. GN 01 13 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 3 of 4 COMMERCIAL GENERAL LIABILITY 2. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 3. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 4. "Leased worker" means a person leased to you by a labor leasing firm under an agreement be- tween you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". S. "Suit" means a civil proceeding in which damages because of "bodily injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which you subm it with our consent. 6. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 7. "Workers Compensation Laws" means the work- ers or workmen's compensation law and occupa- tional disease law of each state or territory. It in- cludes any amendments to that law which are in effect during the endorsement period. It does not include the provisions of any law that provides non -occupational disability benefits. Page 4 of 4 Copyright, The Travelers Indemnity Company, 2003 GN 01 13 11 03 POLICY NUMBER: DT-CO-1122P508-COF-25 ISSUE DATE. - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 POLICY NUMBER: DT-CO-1122P508-COF-25 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): SCHEDULE Number of Days Notice: 60 PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. Number of Days Notice: If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. LT3 20 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.S., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE — INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to make such payments ends when we (5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re - and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter - partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident'. I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy, b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident' or "loss" ap- plies only when the "accident' or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident' or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident' parel and other personal property which is: or "loss", provided that the "accident' or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col - The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non -renewal. SECTION IV — BUSINESS AUTO CONDITIONS: Page 4 Of 4 © 2015 The Travelers Indemnity Compa ny. All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE - CONTRACTORS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is a named insured when a written contract or agreement with you, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non- contributory. CA T4 99 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLLUTION LIABILITY - BROADENED COVERAGE FOR COVERED AUTOS - BUSINESS AUTO AND MOTOR CARRIER COVERAGE FORMS his endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. A. Covered Autos Liability Coverage is changed as follows: 1. Paragraph a. of the Pollution Exclusion ap- plies only to liability assumed under a con- tract or agreement. 2. With respect to the coverage afforded by Paragraph A.I. above, Exclusion 13.6. Care, Custody Or Control does not apply. B. Changes In Definitions For the purposes of this endorsement, Paragraph D. of the Definitions Section is replaced by the following: D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "in- sured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or 2. Any claim or "suit" by or on behalf of a governmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, detoxi- fying or neutralizing, or in any way re- sponding to or assessing the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dis- persal, seepage, migration, release or escape of "pollutants": a. Before the "pollutants" or any prop- erty in which the "pollutants" are con- tained are moved from the place where they are accepted by the "in- sured" for movement into or onto the covered "auto"; or b. After the "pollutants" or any property in which the "pollutants" are con- tained are moved from the covered "auto" to the place where they are fi- nally delivered, disposed of or aban- doned by the "insured". Paragraphs a. and b. above do not apply to "accidents" that occur away from prem- ises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are con- tained are upset, overturned or damaged as a result of the main- tenance or use of a covered "auto"; and (2) The discharge, dispersal, seep- age, migration, release or escape of the "pollutants" is caused di- rectly by such upset, overturn or damage. CA 99 48 10 13 ©insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: 810-OL841844-25-26-G ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 POLICY NUMBER: 810-OL841844-25-26-G ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. Number of Days Notice: 60 Number of Days Notice: If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. LT3 20 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-9T243285-25-26-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: STASSIGN: PAGE 1 OF UMBRELLA 2. We have no duty to defend any insured against any "suit": a. Seeking damages to which this insurance does not apply; or b. If any other insurer has a duty to defend. 3. When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4. Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5. We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2) Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. C. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A — EXCESS FOLLOW - FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B — UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II — WHO IS AN INSURED A. COVERAGE A — EXCESS FOLLOW -FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1. The Named Insured shown in the Declarations; and 2. Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a. The limits of insurance afforded to such person or organization will be: (1) The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or (2) The limits of insurance of this policy; whichever is less; and b. Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". f. All interest that accrues on the full amount B. COVERAGE B — UMBRELLA LIABILITY of any judgment after entry of the With respect to Coverage B: judgment and before we have paid, offered to pay or deposited in court the 1. The Named Insured shown in the part of the judgment that is within the Declarations is an insured. 2. If you are: Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA b. You have paid all premiums due for this policy at the time you make such request; c. You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and d. That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4. Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or b. To sue us on this insurance unless all of its terms have been fully complied with. 2. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a. Are not payable under the terms of this insurance; or b. Are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow - Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2. The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a. Coverage; b. Limits of insurance; c. Termination of any coverage; or d. Exhaustion of aggregate limits. safety of workers or the public. We do not 3. If you are unable to recover from any warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the "underlying insurance", Coverage A is not b. Comply with laws, regulations, codes or invalidated. However, we will pay for any loss standards. only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under that "underlying insurance". this insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 O1 07 16 UMBRELLA excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: 1. This insurance will apply before any 'other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event' that takes place or is committed subsequent to the signing of that contract or agreement by you. 2. This insurance is still excess over any valid and collectible 'other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N. PREMIUM 1. The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2. If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4, below. 3. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4. Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II —WHO IS AN INSURED. O. PREMIUM AUDIT P. PROHIBITED COVERAGE — UNLICENSED INSURANCE 1. With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2. We do not assume responsibility for a. The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b. The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Q. PROHIBITED COVERAGE ECONOMIC SANCTIONS We will provide coverage otherwise will provide any extent that providing such does not expose us or any parent companies to: — TRADE OR for any loss, or benefit, only to the coverage or benefit of our affiliated or 1. Any trade or economic sanction under any law or regulation of the United States of America; or 2. Any other applicable trade or economic sanction, prohibition or restriction. R. REPRESENTATIONS By accepting this insurance, you agree: 1. The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this insurance in reliance upon your representations. S. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: The premium for this policy is the amount stated I. As if each Named Insured were the only in Item 5. of the Declarations. The premium is a Named Insured; and flat charge unless it is specified in the Declarations as adjustable. 2. Separately to each insured against whom claim is made or "suit' is brought. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22 UMBRELLA T. WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the execution of that contract or agreement by such insured. 2. Reimbursement of any amount recovered will be made in the following order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us; and C. Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3. Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective U. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. V. UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W. WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1. The insured's liability is established by: a. A court decision; or b. A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2. The amount of the "applicable underlying limit" or "self -insured retention" is paid by or on behalf of the insured. SECTION VI — DEFINITIONS A. With respect to all coverages of this insurance: 1. "Applicable underlying limit" means the sum of: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; and b. The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a. The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b. The "underlying insurer" becomes bankrupt or insolvent. 2. "Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. 3. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4. "Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 POLICY NUMBER: CUP-7H261897-25-26 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 POLICY NUMBER: CUP-7H261897-25-26 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal) SCHEDULE Number of Days Notice: 60 PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. Number of Days Notice: If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. LT3 20 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1