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HomeMy WebLinkAbout2025-680-E-AMS-Intellicom-Health & Dental Clinic Lobbies Sound MaskingRevised 01/24 1 [Departmental Use Only] TITLE Health Sound Mask FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 20th day of October, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Intellicom, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Soundmasking for (3) Lobbies ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Revised 01/24 2 ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Install sound masking systems in three lobbies. Southern Human Services Health Clinic, Whitted Building A Health Clinic and Whitted Building B Dental Clinic. Each lobby will receive (4) ceiling-mounted sound masking emitters installed in the drop ceiling. (1) wall mounted sound masking generator/controller. 4. Duration of Services a. Term. The term of this Agreement shall be from 10/20/2025 to 12/31/2025. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 10/20/2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Eight Thousand, Two Hundred Seventy One Dollars and Eighty-One Cents Dollars ($8.271.81). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Revised 01/24 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Revised 01/24 5 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Revised 01/24 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Revised 01/24 7 County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:A. Barnes Intellicom, Inc. P.O. Box 8181 3252 S. Miami Blvd Hillsborough, NC 27278 Durham, NC 27703 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ Printed Name and Title Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Rob Clayton Structured Cabling Manager 10/14/202511/6/2025 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Intellicom, Inc. Vendor Contact Person: Rob Clayton (mclayton@intellicomusa.com) Phone: 919.957.1949 Address: 3252 S. Miami Blvd, Ste 145 City Durham State: NC Zip: 27703 Department: AMS/Health Amount: $8,271.81 Purpose: Health & Dental Clinic Lobbies Sound Masking Budget Code(s): 61370035-892000-30012 Vendor # 44533 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/20/2025 End Date 12/31/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 30012) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 10/14/2025 11/4/2025 11/6/2025 11/6/2025 1 0 /06/2025 So undMa ski n g - 3 Lo bbi e s V1 Pa g e 1 o f 7 A3 Co mmuni cati ons, Inc. dba Intell icom www.Intellicomusa.com SoundMasking - 3 Lobbies Orange Co unty 300 West Tryon Street Hillsborough, North Car olina 27278 United States dm athias@orangecountync.gov (919) 967-92 51 Presented By A3 Comm uni cations, Inc. dba Intel li com Quote Number Q-2383 Presented On Oct 6, 2025 Version 1 325 2, South Miami Boulevard Ste 145 Durham, North Carolina 27703 United States (919) 957-19 49 pete @intellicomusa.com Michael Clayton rclayton@intellicomusa.com Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 1 0 /06/2025 So undMa ski n g - 3 Lo bbi e s V1 Pa g e 2 o f 7 Company Pr ofile & Services Scope of Wor k Intellicom agre e s to provide, install, and commission the following items as outlined in the attached quote. - Install sound mask ing systems in three lobby areas: • Southe rn Human Service s Cente r He alth Clinic • Whitted Building A He alth Clinic • Whitted Building B De ntal Clinic - Each lobby will rece ive: • Four (4) ceiling-mounted sound masking emitters installed in the drop ce iling. • One (1) wall-mounted sound mask ing ge nerator/controlle r. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 1 0 /06/2025 So undMa ski n g - 3 Lo bbi e s V1 Pa g e 3 o f 7 S ystem Purpose : The sound mask ing system is de signe d to re duce spe e ch inte lligibility between sta at check -in/che ck-out and individuals in the lobby, ensuring gre ater privacy and comfort in the waiting are as. Commissioning: Intellicom will fully commission and balance e ach syste m for optimal performance, providing a set-and-forget solution with no further adjustments required afte r installation. Power Re quire ments: Please note that standard e lectrical powe r must be available near the desire d controlle r location in each lobby. Products Souther n H uman Ser vices Ce nter $1,155.19 Cambri dge Sound Management DS1320-W-4 1 $397.69 Active Emitter, White - 4 Pack. Cables not included. Cambri dge Sound Management QT 100 1 $757.50 1 Zone control module f or up to 120 emitter, Include one integrated aux audio input Whitted Building A - Health Clinic $1,155.19 Cambri dge Sound Management DS1320-W-4 1 $397.69 Active Emitter, White - 4 Pack. Cables not included. Cambri dge Sound Management QT 100 1 $757.50 1 Zone control module f or up to 120 emitter, Include one integrated aux audio input ITEM QTY TOTAL ITEM QTY TOTAL Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 1 0 /06/2025 So undMa ski n g - 3 Lo bbi e s V1 Pa g e 4 o f 7 Whitted Building B - Denta l Clinic $1,155.19 Cambri dge Sound Management DS1320-W-4 1 $397.69 Active Emitter, White - 4 Pack. Cables not included. Cambri dge Sound Management QT 100 1 $757.50 1 Zone control module f or up to 120 emitter, Include one integrated aux audio input Cabling & Misc $2 86.18 Intel li com Mi sc Consumabl es - AV 1 $137.14 West Penn Wi re 225GY0500 1 $149.04 16/2 Speaker Cable CMR, Gray, 500 ft Labor Audi o Visual Instal lati on Audi o Visual Pro gram mi ng Total $3,942 .96 ITEM QTY TOTAL ITEM QTY TOTAL Total $3,3 42.96 $600.00 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 1 0 /06/2025 So undMa ski n g - 3 Lo bbi e s V1 Pa g e 5 o f 7 Summary Pro duct + Labor Subtotal Tax Total P rice $8,271.81 Ter ms & Conditions 1. Price s and Payment – Equipment/Mate rials and installation service s will be invoiced as follows. 50% at execution of order with monthly progress payments for duration of the project. Mainte nance and Monitoring services are payable in advance and invoiced beginning at implementation of the order. Client shall pay Inte llicom Inc. within (30) days of re ce ipt of invoice. Intellicom has the right to withhold ordering until payment is received. If shipping charges are shown on an orde r, they are estimate only and may vary from the estimate shown on the proposal. 2. Scheduling – Prior to installation, Intellicom will prepare and submit any necessary infrastructure requirements, create system drawings, purchase the equipment, build and test the equipme nt in our shop, and create any custom programming required. Although we will make e ve ry eort to meet C lient sche duling requirements. Start dates are dependent on equipment availability. Clie nt approved substitutions may be require d to meet Clie nt scheduling requireme nts. Work to be performed during the normal business hours of Monday thru Thursday 7:00am to 6:00pm. 3. Taxes – Estimated S ales/U se taxes are included where applicable. Unle ss a capitalization form NC 589CI has be e n provide d, or an NC e xe mption certificate, S ales tax will be charge d on both materials and labor. If the job location is outside the state of North Carolina, local taxes will apply. 4 . C hanges in Client Orders - Changes to an order may only be made following the agre e ment of the Client and Intellicom Inc. to the change. If both agree to the changes in equipment/materials and service s prior to imple mentation, the n Client shall be charged or cre dite d for the changed items. Appropriate documentation may be required so that additions or de letions may be $7,694.71 $7,694.71 $577.10 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 1 0 /06/2025 So undMa ski n g - 3 Lo bbi e s V1 Pa g e 6 o f 7 recorded and charges or credits issued. The Clie nt’s ability to return e quipment/mate rials is subje ct to Inte llicom Inc.’s ability to return the equipment to the manufacturer. Re asonable re stock ing, shipping and handling charge s may be asse ssed with re spect to any ite ms dele ted or returned. 5. Returns- All re turns are subje ct to restocking, shipping and handling charge s. 6. Accessibility –To ensure the ability to provide se rvices the C lient will be require d to provide access to clie nt locations, information and customer contacts during normal business hours 7-6 Monday through Friday. Should such access to locations, Clie nt contact or information not be provide d, Clie nt is re sponsible for any service delays or added costs. 7. Warranty – Inte llicom Inc. warrants that at Implementation and for the duration of the warranty period refe rre d to be low, each ite m or equipment, will function substantially in accordance with the manufacture r’s publishe d specifications, provided it is not damaged as set forth in se ction 8 and is use d according to standard operating instructions issue d by the manufacturer. Unle ss otherwise stated in the proposal, the warranty period for e quipment installe d by Intellicom Inc. is (1) year from when Intellicom Inc. Notifie s the owne r that the installation is re ady for use, upon substantial completion, or upon beneficial use, whicheve r comes first. During the warranty pe riod defe ctive parts will be re paire d or replace at our option at no additional cost to the end user. Warranty support is subject to final payment and acceptance by the custome r of record. Non-payment of services invoice shall void any and all warranty support. 8. Default by C lient – Upon any default by Clie nt under this Agre e ment, including refusal to acce pt conforming e quipment or services, Intellicom may exe rcise all reme dies to which Intellicom may be e ntitle d at law or in e quity, including specific pe rformance. Additionally, Intellicom may declare all sums due or to be come due hereunde r immediately due and payable, and Intellicom shall be entitled to recover all colle ction costs incurred, including le gal interest. In addition, for payments not received within (30) days of the invoice date, a late fee of 2% pe r month may be assessed on any past due invoice balance. 9. Liquidated Damages- Liquidated damages are spe cifically e xcluded from this proposal. No consideration has be e n made for liquidated damages in the scope of work in this proposal. 10. Current Volatile Conditions – Due to price fluctuations, global market conditions, actions of fore ign or local governments e specially on imported products, Inte llicom Inc. rese rves the right to renegotiate pricing with our custome rs in the e vent of price e scalation. We will make e very eort to mitigate this impact, howeve r, if our pricing escalated from added taris or unexpecte d cost impacts, we will imme diate ly bring this to the atte ntion of the client and a price adjustment shall be justified. 11. S ubscription Services -If this project re quires subscription charges for ongoing services such as monitoring, hosting fees, Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 1 0 /06/2025 So undMa ski n g - 3 Lo bbi e s V1 Pa g e 7 o f 7 S oftware S upport Agreements, cloud se rvices or similar services, recurring subscriptions will be invoiced annually. S ubscription services are subject to price changes as our costs increase. 12.Subscription Cancellations - C ancellations must be requested in writing. C ancellation reque sts should be se nt to AP@inte llicomusa.com. Intellicom may, at it's sole discretion, cancel any subscription in the event of failure to pay for the services. 13. Door Locking Hardware - If Intellicom is not providing the e lectrified lock ing hardware, Intellicom will wire up to the frame side conne ction point at the ele ctric transfe r hinge. All work beyond the frame side of the hinge is the responsibility of others. If Inte llicom needs to reinstall locking hardware by others or reme diate internal door wiring additional charges will apply. 14. OFE Equipment- If Intellicom is connecting to existing equipment or equipme nt provided by others, it is expected to be in working order at time of conne ction. If troubleshooting, additional equipment, or re pairs are required afte r connection, this work will be done on a time and material basis. Approval for the additional work must be agre e d upon before the repairs will be comple ted. 15.Taris and other charges - S ome or all of the items quoted may be subje ct to taris, dutie s, or othe r surcharges related to changes in trade policy, none of which are refle cted in the attached quote, but which will be invoiced to and the responsibility of custome r if applicable. Signatur e S ignature Date Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 03/28/2022 Pelnik Insurance 100 Ridgeview Drive Suite 100 Cary NC 27511 Steven Stacy (919) 459-8000 (866) 714-3576 Steve.Stacy@Pelnik.com Intellicom Inc., PLC Communications Inc. 3252 S Miami Blvd Ste 145 Durham NC 27703 West Bend CL2232822700 A B030828 04/01/2022 04/01/2023 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 A B030828 04/01/2022 04/01/2023 1,000,000 A 0 B030828 04/01/2022 04/01/2023 8,000,000 8,000,000 A N B030838 04/01/2022 04/01/2023 1,000,000 1,000,000 1,000,000 Orange County PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/22/2025 Alliant Insurance Services,Inc. 101 Park Ave 18th Fl New York NY 10178 Danny Ho 212-603-0316 CBGCOI@alliant.com License#:0C36861 Phoenix Insurance Company 25623 COOKBOA-01 Travelers Property Casualty Co 25674A3Communications,Inc. dba Intellicom FKA Intellicom,Inc. 3252 S.Miami Blvd,Ste 145 Durham NC 27703 Travelers Indemnity Company of 25682 QBE Specialty Insurance Compan 11515 1504073875 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 X X,C,U Coverage 1,000,000 4,000,000 X Y Y Y-630-0R561238-PHX-25 6/15/2025 6/15/2026 2,000,000 C 1,000,000 X X X Y Y Y-810-0R561251-TCT-25 6/15/2025 6/15/2026 B X X 15,000,000YCUP-3T402591-25-14 6/15/2025Y 6/15/2026 15,000,000 X 0 B X N Y UB-3T085335-25-14-G 6/15/2025 6/15/2026 1,000,000 1,000,000 1,000,000 D Excess Liability Y Y 140002649 6/15/2025 6/15/2026 OCCURRENCE/AGGREGATE 10,000,000 The Certificate Holder is included as Additional Insured (AI)on the General Liability (GL)for Ongoing &Completed Operations,Automobile Liability (AL)& Umbrella (UM)policies on a Primary and Non-Contributory Basis and Waiver of Subrogation is granted in favor of the AI as per the policy provisions of the GL, AL,Workers'Compensation (WC)&UM policies as required by written contract.A 30 day notice will be given to the persons or organizations shown in the schedule for cancellation or non-renewal of the GL,AL,WC &UM policies for any statutory reason other than non-payment of premium.As per the policy provisions,UM Policy follows form to the GL Policy and UM limit sits over the GL,AL &WC limits. Orange County,its officers,official agents and employees are included as Additional Insured where required by written contract.Waiver of Subrogation applies as required by written contract.Includes 30 Days Notice of Cancellation. Orange County 300 West Tryon Street PO Box 8181 Hillsborough,NC 27278 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 GL POLICYDocusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T PO I Y UMBE :IS UE DATE:L C N R S T IS ENDORSEMENT CHANGES T E POLICY. PLEASE REA IT CA EFULLY.H H D R TOTA AGGREGA E LIMIT A D DESIGNA ED PROJECTLT N T AND LOCA ION AGGREGA E LIMITSTT COMM RCI L G NERAL IAB LI Y COVERAG PA TE A E L I T E R SCHEDU E – LI ITS O N URANCE AND DES GNAT D PRO ECTS AND LO ATIONL M F I S I E J C S L MIT F INSURANCEI S O To al Aggrega e Li it $t t m (O h r ha P od c s-Com leted Op rati nst e T n r u t p e o ) Des gnated P oj ct Agg eg te Limi $i r e r a t (O h r ha P od c s-Com leted Op rati nst e T n r u t p e o ) Des gnat d ocatio Agg ega e Lim t $i e L n r t i (O h r ha P od c s-Com leted Op rati nst e T n r u t p e o ) Ge eral Agg egate L mi $n r i t (O h r ha P od c s-Com leted Op rati nst e T n r u t p e o ) Des gnat d P o ects:i e r j Des gnat d Locatio s:i e n P O ISION a.R V S In ureds;s b.Cla m made o "suit " brought;i s r s1. c.Pe sons o making claimr r s or ring ng "suits"; ob i r d."Pro e ts" o "lo ation ".j c r c s 3.The fo lo ing re la es Paragraphl w p c 2.of SE TI N II – LI IT F INSU AN EC O I M S O R C : 2.The fo lo ing re la es Paragraphl w p c 1.of 2. a.SE TI N II – LI IT F INSU AN EC O I M S O R C : 1. CG 4 68 02 9D 1 © 2017 The Travelers Company. All rights reserved.Pa e 1 of 3g Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s This endorsement modifies insurance provided under the following: organizations The General Aggregate Limit (Other Than Products-Completed Operations) shown in the Declarations is replaced by the Limits of Insurance shown in the Schedule – Limits Of Insurance And Designated Projects And Locations. The Limits of Insurance shown in the Declarations or the Schedule – Limits Of Insurance And Designated Projects And Locations, whichever apply, and the rules below fix the most we will pay regardless of the number of: The Total Aggregate Limit shown in the Schedule – Limits Of Insurance And Designated Projects And Locations is the most we will pay for the sum of all amounts under the Designated Project Aggregate Limit, all amounts under the Designated Location Aggregate Limit and all amounts under the General Aggregate Limit. This includes: Y-630-0R561238-PHX-25 06-11-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T (1)Da a es under Cov ragem g e A, ex eptc (b) dama e o "bod ly inju yg s f i r " or "property dam ge incl ded in thea " u "product -com leted ope ationss p r Su h pay e ts will not reduce thec m nhaza d";r Ge eral Aggregate Lim t de cri edni s b (2)Da a es unde Cov ragem g r e B; and i Pa agraphn r 2.d.below, the De ignated Proje t Aggrega e Lim tsc t i(3)Med cal ex en es under Cov ragei p s e fo any other "project o ther" rC.De ignated Lo at on Aggregatesc ib.Su je t to the Total Aggregate Lim tb c i Lim t.ide cri ed i Paragraphs b n 2.a.abov , thee c.Su je t to the Total Aggregate Lim tb c iDe ignated Proje t Aggrega e Lim tsct i de cri ed i Paragraphs b n 2.a.abov , theeshown in the Schedule – Lim t Ofi s De ignated Lo at on Aggregate Lim tsc i iIn urance And Designated Proje ts Andsc shown in the Schedule – Lim t Ofi sLo atio s applie and is fur he subje tc n s t r c In urance And Designated Proje ts Andscto al o he fol owing prov sion :l f t l i s Lo atio s applie and is fur he subje tc n s t r c(1)The De ignated Proje t Aggregatesc to al o he fol owing prov sion :l f t l i sLim t is the m st we wi l pay for thei o l (1)The Designated Lo ation Aggregatecsum o :f Lim t is the m st we wil pay for thei o l(a)Da a es unde Cov ragem g r e A sum o :fbe ause o "bodily inj ry anc f u " d (a)Da a es unde Cov ragem g r e A"prope ty dama e ca sed byr g " u be ause o "bodily inj ry anc f u " d"o cur en e "; andc r c s "prope ty dama e ca sed byr g " u(b)Med cal ex enses undei p r "o cur en e "; andc r c sCov ragee C fo "bodily injuryr "(b)Med cal ex enses undei p rcaused y a ci ent ;b c d s Cov ragee C fo "bod ly injuryr i "that can be att ibuted only tor caused y a ciden s;b c toperatio s at a ingle "proje t".n s c that can be att ibuted only tor(2)The De ignated Proje t Aggregatesc operatio s at a single "loca ion".n tLim t ap lie se arately to eachi p s p (2)The De ignated Lo ation Aggregates c"pro ect .j "Lim t ap lie se arately to eachi p s p "lo ation .c "(3)The Designated Project Aggregate Lim t doe no apply to dam gei s t a s (3)The De ignated Lo ation Aggregates cbe ause o "bodily injury oc f " r Lim t doe no apply to dam gei s t a s"proper y dama e incl ded in thet g " u be ause o "bodily injury oc f " r "product -com leted ope ationss p r "proper y dama e incl ded in thet g " u haza d". Instead, the Products-r "product -com leted ope ationss p r Co p eted Operatio s Aggregatem l n haza d". Instead, the Products-r Lim t de cribed i Paragraphi s n 3.Co p eted Operatio s Aggregatem l n Lim t de cribed i Paragraphi s n 3.be ow applie to such dama e .l s g s be ow applie to such dama e .l s g s(4)The De ignated Proje t Aggregatesc (4)The De ignated Lo ation Aggregates cLim t doe no apply to dam gei s t a s Lim t doe no apply to dama ei s t g sunde Cov rager e B. Instead, the unde Cov rager e B. Instead, theGe eral Aggregate Lim t de cri edni s b Ge eral Aggregate Lim t de cri edni s bi Pa agrapn r h 2.d.below applie tos i Pa agrapn r h 2.d.below applie tossuch am ges.d a such am ges.d a (5)Any payme ts m de fo dam ge on a r a s r (5)Any payme ts m de fo dam ge on a r a s rm dcal ex ense to whi h thee i p s c m dcal ex ense to whi h thee i p s cDe ignated Proje t Aggrega e Lim tsc t i De ignated Lo at on A gregate im ts c i g L i appl e will redu e:i s c appl e will redu e:i s c (a)The o al Aggrega e Lim t andT t t i ;(a)The o al Aggrega e Lim t andT t t i ; Pa e 2 of 3g © 2017 The Travelers Company. All rights reserved.CG 4 68 02 9D 1 Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s because The Designated Project Aggre- gate Limit for the applicable "project". POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T 4.The fo lo ing re la es Paragraphl w p c 3.of(b)The Designated Location Aggre- ga e Lim t fo the appli a let i r c b SE TI N II – LI IT F INSU AN EC O I M S O R C : "lo a ion".c t 3.The Products-Com leted Operat on Aggrepi s - ga e Lim t shown in the De la at on i thet i c r i s sSuch payments will not reduce the Ge eral Aggregate Lim t de cri ed m st we wi l pay unde Cni s b o l r ov ragee A for dama e be ause og s c fbelow, the "bodi y injuryl "in Paragraph 2.d.or De ignated Proje t Aggrega e Lim t "prope ty dama e" included in the "s c t i r g products- com le ed opera ion hazard". Anyp t t sor the Designated Location Ag regate Lim t fo any othe paym nts ma e fo such dama e wilgi r r e d r g s l not re uce the To al Aggregate Lim t thedti ,"location". Ge eral Aggregate Lim t the De ignatedni , sd.Su je t to the Total Aggregate Lim tb c i Pro ect Aggregate Lim t for a y "proje t" oji n c rde cri ed i Paragraphs b n 2.a.abov , thee the De ignated Lo atio Aggregate Lim t fos c n i rGe eral Agg egate Li i shown in then r m t any "lo ation".cSchedu e – Lim t Of Insurance Andl i s De ignated Proje t And Locationssc s 5.The fol owing i a ded to thel s d D FIN TIONE I S appl e a d is fur he subje t to all of the Se tio , bu only foi s n t r c c n t r purpo e o the De ignateds s f s fo lowi g provsions:l n i Lo atio and De ignated Proje t shown in thec n s c Schedu e – Lim ts Of Insurance And De ignatedl i s(1)The Gene al Aggregate Lim t i theri s Pro ect A d Lo at on :j s n c i sm st we wi l pay o he um o :o l f r t s f "Lo a ion" m a s any de ignated lo atio shownc t e n s c n(a)Da a es unde Cov ragem g r e A i the Schedule – Lim t Of Insurance Andni sbe ause o "bodily i ju y anc f n r " d "prope ty dama e ca sed by De ignated Proje ts And Lo ations that ir g " u s c c s owned by or rented to you. For the purpo es os f"occurrences", and medical ex ense under Cov ragep s e C for de ermnin the appli ab e aggregate l m t ot i g c l i i f "bo ily inj ry caused byd u "i suran e, each "lo atio " that i cludes an c c n n a cident , that cannot bec s prem se inv lv ng the sam o con ecting lo s,i s o i e r n t at ri uted only to operat on at at b i s or prem se who e conne tion is interr pted onlyi s s c usi gle "proje t or a singlen c "by a street roa way or waterway or by a right, d ,-"lo a ion"; andc t o -way o a rai road, wi l be considered a singlef f l l "lo a ion".c t(b)Damages under Coverage B. (2)The General Aggregate Lim t doe "Pro e t" me ns any de ignated project sh owi s j c a s n in no apply to dama es fo "bodilytg r the Schedule – Lim t Of In ura ce Andi s s n i ju y o "property dama e"n r " r g De ignated Proje ts And Loca ions that i awaysct s i clu ed in the "products-co ple edn d m t fro premse owned by or rented to you and am i s t operatio s hazard . Instead, then "whi h you a e perfo mng ope atio s pursuant toc r r i r n Pro ucts-Comp eted Ope ationsd l r a cont act o agreem nt. For the purpose or r e s fAg regate Lim t descri ed ingi b de ermnin the appli ab e aggregate l m t ot i g c l i i fPa ag aphr r 3.below applie to suchs i suran e, each "proje t that i cludes an c c " ndama e .g s prem se inv lv ng the sam o con ecting lo s,i s o i e r n t (3)Any payme ts m de fo dam ge on a r a s r or prem se who e conne tion is interr pted onlyi s s c u m dcal ex ense to whi h thee i p s c by a street roa way or waterway or by a right, d ,- Ge eral Aggregate Lim t applie wilni s l o -way o a rai road, wi l be considered a singlef f l l re uced : (a)The o al Aggrega e Lim t andT t t i ; (b)The ene al A gregate Li i .G r g m t Su h pay e ts will not reduce thec m n De ignated Proje t Aggrega e Lim tsc t i fo any "proje t" or the De ignatedrcs Lo atio Aggrega e Lim t fo anyc n t i r "lo a ion".c t CG 4 68 02 9D 1 © 2017 The Travelers Company. All rights reserved.Pa e 3 of 3g Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s "project". POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T T IS ENDORSEMENT CHANGES T E POLICY. PLEASE REA IT CA EF LLYHHD R U . BLANKET ADDITIONAL INSURED – A TOMA IC STA USU T T IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) Thi e dorseme t m dfie i surance prov ded under he f l o ing:s n n o i s n i t o l w COMM RCI L G NERAL IAB LI Y COVERAG PA TE A E L I T E R The fol owing is ad ed told SE TI N II – WHO IS AN (a)C O The Addi ional Insured – Owne s, Le -t r s INSU EDR:see or Contra tors – Scheduled Persos c n or Organizat o endorsem n CG 20 10i n e tAny erson or o ganiza io tha :p r t n t 07 04 o CG 20 10 04 13, the Addi ionalrta.Yo agree in a writ en cont a t o ag ee ent tout r c r r m In ured – Owne s, Le see or Con ra -s r s s t ci clu e as an a ditio al insured on thi Cov ragen d d n s e to s – Com le ed Ope ations endorser p t r -Pa t anr ; d m n CG 20 37 07 04 or CG 20 37 04 13,e tb.Ha not been added a an additio al in ured foss n s r or both o such endo seme ts wi h ei hefr n t t rthe sam proje t by at a hm nt o an en orsee c t c e f d -o ho e ed tio date ; orf t s i n sm n under thi Cov rage Pa t which includee t s e r s (b)Ei her or bot o the fol o ing the Addit h f l w : -such perso or organi at on in the endorsem nt'sn z i e tio al In ured – Owne s, Le sees o Con-n s r s rschedule;tra to s – Scheduled Person Or Organ -c r ii a insured but:s n ,za ion en orsem n CG 20 10, o the Ad-t d e t r a.On y with re pe t to lia ili y fo "bodily injury di ional Insured – Owl s c b t r t ne s, Le see or s s r" or Co tra tors – Com le ed Ope atio s en-n c p t r n"prope ty dam ge that o cur , or fo "perso alr a " c s r n do sem nt CG 20 37, wi hout a edit or e t n i ni ju y caused by an o f n e that is com it ed,n r "f e s m t da e o uch endo sem nt pe i ie ;t f s r e s c f dsubsequent to the signing of that contract or ag ee ent and while that pa t o the cont a t or m r f r c r the person o o gan zat on i an addit onal inr r i i s i -ag ee ent s in e fe t andr m i f c ;sure only i the in ury or dama e i ca sed,d f j g s u b.On y a de cri ed in Paragraph be i whole o in part by al s s b -n r , cts o omssions or i f(1),(2)or (3) y u or you subcont a tor in the pe fo man eo r r c r r clow, whichev r appl e :e i s o "y u work" to whi h the writ en cont act of o r c t r r(1)If the wri ten cont act or ag ee ent speci i a-t r r m f c l ag ee ent ap lie ; or m p s rly require you to prov de addi ional insuredsi t (3)If ne ther aragraphi P (1)nor (2)abov appl e :e i scov rage to tha person or organi ation byetz the se o :u f (a)The perso or o ganizat o is a addin r i n n - tio al i sured only if a d to the ex entn n , n t(a)The Additional Insured – Owners, Les- that the injury o dama e i ca sed by,r g s usee o Cont actors – (Form B) en orses r r d - a t or omi sions o y u o y u subcon-c s s f o r o rm n G 20 10 11 85; ore t C tra to in the pe fo ma ce o "y ur workc r r r n f o "(b)Ei her or bot o the fol o ing the Addit h f l w : -to whi h the wri ten co tra t o agree-c t n c rtio al In ured – Owne s, Le sees o Con-n s r s r m nt applie ; ande stra to s – Scheduled Person Or Organ -c r i (b)Su h pe son o organiza io does notc r r t nzation endorsement CG 20 10 10 01, or qual fy a an addi ional insured with rei s t -the Addit onal Insured – Owne s, Le seeir s s spe t to the independent acts or om s-c ior Co tra tors – Com leted Ope ationsn c p r sio s o uch erson or organizationn f s p .endo sem nt G 20 37 0 01;r e C 1 The insurance prov ded to such addi ional i sured isit nthe person o o gan zat on i an addit onal inr r i i s i - subje t o he fo lowing p ov sion :c t t l r i ssure only if the inju y or dama e ari e outdr g s s o "y u work" to whi h the writ en cont act of o r c t r r a.If the Lim t o Insurance o thi Cov rage Parti s f f s eag ee ent ap lie ;r m p s shown i the De larat on ex eed the mnim mn c i s c i u (2)If the wri ten cont act or ag ee ent speci i a-t r r m f c l l mt req ired by the wri ten co t act o agree-i i s u t n r r ly require you to prov de addi ional insuredsi t m n , the i surance prov ded to the addit o al i -e t n i i n n cov rage to tha person or organi ation byetz sure wi l be lim ted to such mnim m requi edd l i i u r the se o :u f l mt . For the purpo es o de erm ni g whethei i s s f t i n r CG 6 04 02 19D © 2017 T e Travelers Indemnity Company. All rights rehserved.Pa e 1 o 2g f POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T th s lim tation , the mi im m lim ts requi ed i a claimi i n u i r n . To the ex ent po sible sucht s , by the written co tra t or agreem nt wi l be con-no ice should inn c e l t cl de:u si e ed to incl de the m nim m lim t o any Umd r u i u i s f -(a)How, when and where the "o cur en ec r c "brel a or Ex ess lia il ty cov rage requi ed fo thel c b i e r r or o fe se took la e;f n p caddi ional insured by that written cont a t otr c r (b)The nam s and add e se o any inj rede r s s f uag ee ent Thi prov sion wil not increa e ther m . s i l s pe sons an witne se ; andr d s sl mt o in urance escribed in Sect oni i s f s d i III – Lim ti s (c)The nature and loca ion o any injury ot f rOf I surancen .dama e a i i g out o the "o cur en e og r s n f c r c " rb.The in uran e prov ded to such a dit onal insureds c i d i o fe se.f ndoe not apply tos:(2)If a claim is ma e o "sui " i brought agai std r t s n(1)Any "bodi y inju y , "property dam ge ol r "a " r the ad it onal nsuredd i i :"pe sonal injury arising out o the prov dng,r "f i i (a)Im e ia ely re ord the o them d t c for fai ure to prov de, any pro e sional archilif s -cla m or "suit an the date re eiv d; andi " d c ete tu al, e gineer ng or surv yin se v ce ,c r n i e g r i s i clu ing:n d (b)No i y us a soon a pra ticable an seet f s s c d to i that we re eiv wri ten not ce o thetc e t i f(a)The prepari g, approv ng, or fa l ng ton i i i cla m or "suit a soon ai " s sprepa e o approv , ma s, shop draw-r r e p i g , opin on , repo ts, surv ys, fiel o -n s i s r e d r (3)Im ed ately send us copie o a l legal pam i s f l - de s or change o de s, o the prepari g,pe s re eiv d in r r r r n r c e co ne tion wi h the claim on c t r approv n , o fai ing to prepare or ap-"sui ", coope ate wi h us i g r l t r t in the inv stigat one i prov , drawings and spe i i a ion ; and o the claim o deec f c t s f r fense agai stn the "suit , and othe wi e com ly with all pol cy" r s p i( )b Su ervso y, in pe t on, archi ect ral op i r s c i t u r condi ion .t sengineerin a t v t e .g c i i i s (4)Te der the de en e and indem i y o anynf s n t f(2)Any "bodily inj ry or "property dam geu "a " cla m or "sui " to any prov der o o her insur-i t i f tcaused by " work a d included in the" n an e whi h wou d cov r such addit onal i -c c l e i n"produ ts- om leted ope ation hazard" unc c p r s - le s the wri ten con ra t or ag ee ent spe if -sure fo a s t t c r m c i d r loss we cov r. Howev r, this co -e e n cal y require you to prov de such cov ragel s i e di ion does no a fe t whethe the insurancett f c r fo that addit o al in ured during the pol cyr i n s i prov ded to such addi ional insured is prim ryita pe iodr .to o her i suran e av ila le to such ad it onalt n c a b d i i sured whi h cov rs that person o organizan c e r -c.The addit o al insured m st com ly with the i n u p tio a a nam d in ured a descri ed in Pa -n s e s s b rlowing utie :d s ag aphr 4., Ot er In urance o Se tionh s , f c IV –(1)G v us written no ice a soon a pra tica lei e t s s c b Co m rcial General Lia il ty ondit on .m e b i C i so a "o cur en e or an o fe se which mayf n c r c " f n Pa e 2 o 2g f © 2017 T e Travelers Indemnity Company. All rights rehserved.CG 6 04 02 19D fol- your or settlement practicable. specifics applies result POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESA ERSL Thi e dorseme t m dfie i surance prov ded under he f l o ing:s n n o i s n i t o l w COMM RCI L G NERAL IAB LI Y COVERAG PA TE A E L I T E R GE ERAL D SCRIP ION O CO ERAGEN E T F V – Thi endorsem nt broa ens cov rage. Howev r, cov rage fo anys e d e e e r i ju y, dama e o me i al ex ense descri ed in any o the provn r g r d c p s b f i ion o th s e dorseme t may bs s f i n n e or l mted by anothe endorsem n to this Cov rage Pa t, and the e covi i r e t e r s e age broa ening provsions do no apply tor d i t the ex en tha cov rage is ex l ded or lim ted by such an ent t t e c u i dorsem n . The folo ing li ti g i a ge t l w s n s eneral cov rage de cript o only Read al the prov sion o thi ene s i n . l i s f s dorsem n and the re t o pol cy e t s f i to de erm ne righ s, dutie , and wha s and i not ov red.t i t s t i s c e A.Wh I An Insured – Unnam d Subsid arieo s e i s H.Bla ket Addit onal Insured – Gov rnme taln i e n En it e – Pe mt Or Au ho iza ions Re ati g Tot i s r i s t r t l nB.Wh Is An In ured – Em loy es And Vol nteero s p e u Ope atio sr nWo k rs – Bodily Injury To Co Emplo ee Andr e - y s I.Bla ket Additio al In ured – Grantors Ofnn sCo Vol nteer o ke s- u W r r F an hi er c s sC.Wh Is An In ured – Newly Acqui ed Or Fo medo s r r J.In i ental Med cal Mal racti ec d i p cLi i ed Liabil ty ompaniemt i C s K.Med cal Paym nts – In rea ed Lim ti e c s iD.Bla ket Addi ional Insured – Broad For Vendo sn t m r L.Blan et Wa v r f ubrogationk i e O SE.Bla ket Addi ional Insured – Cont ol i g ntere tn t r l n I s M.Co tra tua iabil ty – Rai roadn c l L i l sF.Bla ket Addi ional Insured – Mortgagee ,n t s Assi nee , Su ce so s O ece v rsg s c s r r R i e G.Bla ket Addit onal Insured – Gov rnme taln i e n E t t e – Pe m t Or Au ho iza ions Re ati g Ton i i s r i s t r t l n Prem sei s P O ISIONR V S a.Be o e you ma ntai ed an ownership intere tf r i n sA WH IS AN INSU ED – UNNAMED. O R o mo e than 50% i such ub idiary; orf r n s sSUBS DIARIESI The fol owing is ad ed told SE TION II – WHO IS bC.Af e the date, i any duri g the poli y periodt r f , n c that yo no longer ma ntain a ownershipui nAN INSURED : i tere t o m re than 50% n such subsi ia yn s f o i d r .Any o you subsidia ie , ot er than a partne shipf r r s h r or joint v nture that is not shown a a Nam de ,s e Fo purpose o Pa agraphr s f r 1.o Se tionf c II – WhoI sured i the eclara ion i a am d Insured i :n n D t s s N e f Is An Insured ea h such subsidiary wil be, c la.Y u are the so e owner o , o m in ai anol f r a t n deem d to e de ignated in the Declarat on a :e b s i s s ownership intere t o more than 50% in, suchs f a.A im ted l ab l ty company;l i i i isubsidia y on the fi st day o the pol cy periodr r f i ; and b.An o ganizat on o he than a pa tnership, jo ntr i t r r i b.Su h subsidiary i not an in ured undecss r v nture or l m ted liab l ty company; ore i i i i si ila o her nsuran e.m r t i c c.A rust;tNo such subsidiary i a insured fo "bodily inju ys n r r " a indi a ed in i s nam o the docum n s thas c t t e r e t tor "property dama e" tha o curred, o "perso alg t c r n gov rn it stru ture.e s cand a v rt sing i ju y" caused by an o fe sed e i n r f n com i ted:mt CG 4 58 02 19D ©Pa e 1 o 5g f2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission excluded carefullyyour POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T B WH IS AN INSURED – EMPLO EES AND. O Y a.A im ted l ab l ty company;l i i i i VO UN E R O KERS – BODI Y IN URY TL T E W R L J O b.An organiza ion o her than a pa tnership,t , t rCO EMPLO EES AND CO VO UN E R- Y - L T E jo n v nture or li i ed l abi i y com any;i t e m t i l t pWO KERSR orThe fol o ing is added to Paragraphl w 2.a.(1)of c.A rust;tSE TI N II – WHO I AN INSUREDC O S : a indi a ed i its name or the do um ntss c t n c ePa ag aphsr r (1)(a),(b)and (c)abov do not ap lye p that gov rn t structure.e i sto "bodi y injury to a co "em loyee while in thel " - p " cour e o he co "em loyees" em loy en by yous f t - p ' p m t D B ANKET ADDIT ONAL IN URED – B OAD. L I S Ror pe fo m ng dutie re a ed to the conduct o yourr r i s l t f F RM VENDO SORbu ine s, o to "bodily i ju y to your othes s r n r "r The fol owing is ad ed told SE TION II – WHO ISC"v luntee worke s" while dutieo r r s AN INSU EDR:re a ed to the conduct o yo r busine s.l t f u s Any perso o organ zat on that i a v ndor ann r i i s e dC. WH IS AN INSURED – N WLY ACQU REDOEI that y u hav agree in a wri ten co tra t oo e d t n c rO FO MED LIMITE IABIL T CO PANIESR R D L I Y M ag ee ent to a an addi ional insured onr m s tThe fo lowing repla e Pa agraphlc s r 3.of SECTI NO th s Cov rage Part i a in ured, but only wi hi e s n s tII – WHO I AN IN U EDS S R :re pe t to lia il ty fo "bodily injury or "prope tys c b i r " r 3.Any o gani at on y u newly a qui e or fo mr z i o c r r ,dama e thatg " : ot er than a partnershi or joi t v nture anhp n e , d a.Occurs subse uent to the signing o thatqfo whi h yo a e the so e owner o in whi hf c u r l r c cont a t or ag eem nt; andr c r ey u ma nta n an owne ship intere t o moreo i i r s f b.Ari e out o "y ur products" that ares s f othan 50%, wi l quali y a a Nam d Insured ifl f s e di trib ted o so d in the regular course os u r l fthe e i no othe simla i surance av ilable tor s r i r n a such v ndor' busine s.e s sthat organiza io . owev r:t n H e The insurance prov ded to such v ndor is subje tieca.Cov rage unde thi prov sion is a fo dede r s i f r to the olowing provsion :f l i son yl : a.The lim t o in urance prov ded to suchi s f s i(1)Unt l the 180th day a ter you a quireif c v ndor wil be the m nim m li i s tha y ue l i u m t t oor fo m the organi ation o the end orz r f to prov de in the writ en cont a t oit r c rthe pol cy period whi hev r is earl er,i , c e i o the lim t shown in ther i si y u do not report such o ganizat of o r i n i writ ng to us wi hin 180 days a ten i t f r y u a quire o fo m i ; oo c r r t r b.The in urance provded to such v ndor doesie s no ap ly o:t p t(2)Un il the end o the pol cy periodtf i , when that date is late than 180 dayrs (1)Any ex ress warranty no authorized bypta ter y u a qui e or for suchf o c r m y u or any di tri utio or sa e fo aos b n l rorgani ation, i you report suchz f pu po e not authorized by yo ;r s uorgani ation in wri ing to us wit izth n (2)Any change i "y u products" m de byn o r a180 ay a te yo a qui e or o m it;d s f r u c r f r such v ndor;eb.Cov ragee A does not apply to "bodily i ju y" o "property dama e that o curredn r r g " c (3)Re a kaging, unle s unpa ked so e y fop c s c l l r be o e you a qui ed or fo med thef r c r r the purpo e o i spectio , dem n tratio ,s f n n o s n organi ation; andz te tin , o the sub tit tion o part undes g r s u f s r i struction fro the m n fa ture , andn s m a u c rc.Cov ragee B doe not ap ly to "perso als p n then repackaged in the orig nal containe ;i rand adv rti i g injury ari ing out o ae s n " s f n o fe se com i ted be o e y u a qui ed of n mt f r o c r r (4)Any fai ure to ma e such in pect on ,l k s i sfo med the o ganiza io .r r t n ad ustme t , tests o se v cing aj n s r r i s v ndors agree to perfo m or no m llyer r aFo t e purpose o Pa agraphr h s f r 1. o Se tiof c n II unde take to pe fo m in the regularr r r– Who Is An Insured each such o gan zat on,r i i cour e o bu ine s, in connectio wi h thes f s s n twil be dee ed to be designated in thel m di trib tion or ale o "y ur p oduct ";s u s f o r s Pa e 2 o 5g f ©CG 4 58 02 19D2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission performing agreed agreement, Declarations, whichever are less. include Declarations as: POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T l ab l ty a m rtgagee, a signee succe so oi i i s o s , s r r( )5 De o stra ion instal a ion, se v ci g om n t , l t r i n r re e v r fo "bodi y i ju y , "property dam ge oc i e r l n r "a " rre ai operatio s, ex ept such o e ationsp r n c p r "pe sonal and adv rti ing i ju y" thatre s n r :pe fo med a such v ndors prem se inr r t e ' i s connect on with the sale o "y uif o r a.Is "bo ily inju y or "prope ty dama e" thatd r " r gprod ct "; oru s o curs, o i "pe sonal an adv rti ing injuryc r s r d e s " caused by an o f n e that is com it ed,f e s m t( )6 "Yo r product " that a te di tribution ou s , f r s r subsequent to the si ning o that co tra t og f n c rsale by you, hav bee labeled oe n r re a eled or used a a con aine , part o ag ee ent; andl b s t r r r m i gred en o any o her thing or sub tancen i t f t s b.Ari e out o the ownership, m in enance os s f a t rby or on behal o such v ndor.f f e use o the premse fo whi h that mo tgagee,f i s r c r a signee succe so o re eiv r is requi eds , s r r c e rCov rage under thi p ovsion doe not apply toes r i s : unde that cont act o ag ee ent to berr r r ma.Any pe son o o ganizat on from whom your r r i i clu ed a an a dit onal insured on thisn d s d ihav acqui ed "y ur produ ts", or anye r o c Cov rage Parte .i gredien , part or con aine en ering in o,n t t r t t The insurance prov ded to such mo tgagee,i ra com anyng o contain ng such produ ts;c p i r i c a signee succe so o re eiv r is subje t to thes , s r r c e cor fo lowi g prov sions:l n ib.Any v ndo fo whi h cov rage a ane r r c e s a.The lim t o in urance prov ded to suchi s f s iadd tional insured spe if ca ly i sche ule byic i l s d d m rtgagee, a signee, succe so o re eiv ro s s r r c ee do sem nt.n r e wil be the m n m m l m t tha y u agreed tol i i u i i s t oE B ANKET ADD T ONAL INSU ED –. L I I R prov de in the writ en con ra t or agreem nt,i t t c eCON RO L NG IN ERE TT L I T S or the li i s shown in the mt1.The fo lo ing is added tol w SE TI N II – WHOC O whi hev r are e s.c e l sIS AN INSURED:b.The i surance prov ded to such person onirAny pe son or o gan zat on that ha fi an ialr r i i s n c organi ation oe not apply to:z d scont ol o yo is an i sured wit re pe t tor f u n h s c (1)Any "bodily inj ry or "property dam geu "a "l ab l ty fo "bodily inj ry , "property dam gei i i r u "a "that occurs, or any "pe sonal andror "pe sonal a d adv rti i g inj ry" that a i er n e s n u r s s adv rti ing inju y ca sed by an o fe see s r " u f nou o :t f that i com it ed, a ter such con ra t os m t f t c ra.Su h i an ial cont ol orc f n c r ;ag ee ent s no lon er in e fe t; or m i g f c r b.Su h person' or o ganizat on'scsr i (2)Any "bodi y inju y , "property dama e ol r "g " rownership, ma ntenance or use ofi "pe sonal and adv rti ing inj ry" ari ingre s u sprem se lea ed o or o cupied by y u.i s s t c o ou o any structural al eratio s, newt f t n constru tion o dem li ion ope ationsc r o t rThe i surance prov ded to such person onir pe fo med by or on behal o suchr r f forgani ation does not apply to structuralz m rtgagee, assignee, succe so oos r ral erat on , new constr ction or dem li iot i s u o t n re e v r.c i eoperatio s pe fo me by or on behal o suchn r r d f f pe son or organizationr .G. B ANKET ADD T ONAL INSURED –L I I GO E N ENT L EN IT ES – P RMIT OV R M A T I E S R2.The fo lowing is added to Paragraphl 4.of SE TI N II – WHO I AN INSU EDC O S R :AU HO I ATI N RELAT N O P EMISET R Z O S I G T R S Thi pa agraph does not apply to anys r The fol owing is ad ed told SE TION II – WHO ISC prem se owner, manager or le sor tha hai s s t s AN INSU EDR: fi a cial o trol o yo .n n c n f u Any gov r men al enti y tha ha issued a perm te n t t t s i F B ANKET ADD T ONAL INSURED –. L I I or aut orizat o wit respe t to prem se ownedh i n h c i s MO T A E S ASSIGN ES, SU CES O SR G G E , E C S R or o cupied by, o rented o loa ed to, y u ancr r n o d O ECEI ERSR R V that yo a e requi ed by any ordinan e, law,u r r c bu l ing co e o writ en cont a t or ag ee ent toi d d r t r c r mThe fol owing is ad ed told SE TION II – WHO ISC i clu e as an a ditio al insured on thi Cov ragen d d n s eAN INSU EDR:an insured, but on y with re pe t to lia il tyl s c b i Any pe son o o ganiza io tha is a mo tgagee,r r r t n t r fo "bodi y inj ry , "prope ty dam ge or "perso alr l u " r a " na signee succe so or re eiv r and tha yos , s r c e t u and adv rti ing injury arising out o thee s "fhav agreed i a writ en cont a t o agreem nt toe n t r c r e ex stence owne ship, use mai tenance repai ,i , r , n , ri clu e as an a ditio al insured on thi Cov ragen d d n s e constru tion, ere tion or remov l o any o thec c a f fPa t is an insured, but only wit re pe t to itsrh s c fo lowi g fo whi h that gov rnme tal enti y hal n r c e n t s CG 4 58 02 19D ©Pa e 3 o 5g f2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission Declarations, Part is POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T se v ce ", fi st a d o "r i s r i rissued such permit or authorization: advertising Good Sam rtana i si n , awni gs, canopie , cel ar entran e , coalg s n s l c s se v ce " to a person, unle s yo are ir i s s u n ho es, driv way , ma holes, marquees, hoi tl e s n s the busine s or o cupat on o prov dins c i f i g away open ng , sidewalk v ults, e ev tor , streeti s a l a s pro e sional hea th a e serv ce .f s l c r i s banners o de orat on .r c i s 2.The fo lowi g rep a es the la t paragraph ol n l c s fH B ANKET ADD T ONAL INSURED –L I I Pa ag aphr r 2. .(1)a of SECTI N II – WHO ISOGO E N ENT L EN IT ES – P RMIT OV R M A T I E S R AN IN UREDS:AU HO I ATI N RELATIN TO OP R-T R Z O S G E Unle s yo a e in the business or o cupatios u r c nAT ONI S o prov di g pro e sional healt ca e se v ce ,f i n f s h r r i sThe fol owing is ad ed told SE TION II – WHO ISC Pa ag aphsr r (1) a)( ,(b),(c)and (d)abov doeAN INSU EDR:no apply to "bodily injury arising out ot"f prov din o ai ing o rov dei g r f l t p iAny governmental entity that has issued a permit : or authoriza ion wit re pe t to ope ationt h s c r s (a)"Inci ental m di a se vce " by any od e c l r i s fpe fo med by y u or on your behal and that yor r o f u y ur "em loyee " who is a nurseo p sare required by any o dinance, law, buil ing coderd a sistant, em rgen y m dcals e c e ior written cont act or agreeme t to incl de a anrn u s pa am dic, athlet c trai er, audiolog st,r e i n iaddi ional i sured on thi Cov rage Pa t is at n s e r n die i ian, nutri ion st, o cupatio alt c t i c ni sured, but only wi h re pe t to liabi i y fo "bodilynt s c l t r the apist or occupational therapyri ju y , "prope ty dam ge" or "perso al andn r " r a n a sistant, physical therap st o spee h-s i r cadv rti ing inj ry ari ing ou o uch operatio s.e s u " s t f s n la guage pat ologist; orn hThe in uran e prov ded to such gov r men als c i e n t (b)F rst ai or "Good Sama itan se v ce " byi d r r i sen ity doe not apply o:t s t any o yo r "em loyee " o "v lunteerf u p s r oa.Any "bodi y inju y , "property dama e ol r "g " r worke s", o her than an emp oye or t l d r"pe sonal and adv rti ing injury a i ing o t ore s " r s u f v lunteer do tor. Any such "em loyee "o c p soperatio s perfo m d fo the gov r men aln r e r e n t or "v lu teer wo kers" prov ding o fa l ngo n r i r i ien ity ort ;to prov de fi st aid or "Good Sama i ani r r tb.Any "bodily inj ry or "property dam geu "a "se vce " during thei work fo your i s r ri clu ed in the "products-co ple edn d m t wil be deem d to be a ting wi hi thel e c t noperatio s hazard .n "sco e o thei em loy ent by y u op f r p m o r I B ANKET ADD T ONAL INSURED –. L I I pe fo m n dutie rela ed to the co du tr r i g s t n c GRANT RS O RAN HIS SO F F C E o yo r busine s.f u s The fol owing is ad ed told SE TION II – WHO ISC 3.The fo lo i g repla e the la t se ten e ol w n c s s n c fAN INSU EDR:Pa ag aphr r 5.of SE TION III – LIMITS OCF INSU AN ER C :Any person o o ganizat o tha grants a fra chi er r i n t n s to you i an insured, but on y wi h re pe t tosl t s c Fo the purpo e o dete m nin thers s f r i gl ab l ty fo "bodi y i ju y , "property dam ge" oi i i r l n r "a r appl cable Ea h Occurren e Lim t, al relatedi c c i l"pe sonal an adv rti ing injury" a i ing o t or d e s r s u f a t or omssions com i ted i prov di g oc s i mt n i n ry ur operatio s in the franchi e granted by thao n s t fa l n to prov de "inci ental me icai i g i d d l pe son or organizationr .se v ce ", fi st a d o "Good Sam rtanr i s r i r a i se v ce " to any one perso wil be dee ed tor i s n l mIf a wri ten cont a t o agreem nt exsts betweet r c r e i n be one "o currence .c "y u and such addit onal in ured, the l m t ooi s i i s f i suran e prov ded to such insured wi l be then c i l 4.The fo lowi g is a ded tol n d m nim m l m t that you agreed to prov de in the Pa agraphi u i i s i r 2.,Exclus oni s, of SE TION I –C CO ERAGE – CO ERAGE A – BODI YV S V Lwrit en cont a t o agreemen , o the lim t shownt r c r t r i s INJU Y AND P OP RT DAMAGERR E Y L ABI I YI L T :J IN IDEN AL ED CAL ALPRACTI E. C T M I M C Sa e O Ph rmaceu icalsl f a t1.The fo lo i g rep ace Pa agraphl w n l s r b.o thef "Bo ily inju y or "property dama e" ari ingd r "g sde i i ion o "o cur en e in thef n t f c r c " ou o the v ola ion o a penal stat te ot f i t f u rD FIN TIONE I S Se tion:c ordi ance rela i g to the sale ofnt nb.An a t o om ssio com i ted i prov dinc r i n mt n i g pharma eut cal co m t ed by, o wit thec i s m i t r hor fa l ng to prov de "incidental me icai i i d l k owledge o co sent o , the n uredn r n f i s . Pa e 4 o 5g f ©CG 4 58 02 19D2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission nurse, technician, hours exclusion in the Declarations, whichever are less. POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMM RCI L G NERAL IAB LI YE A E L I T 5.The fol owing i a ded to thel s d D FIN TION a.E I S $10, 00; or0 Se tio :c n b.The am unt shown i the oonf"In i ental m dcal se v ce " m a s:c d e i r i s e n th s Cov rage Part fo Medi al Ex ensei e r c p Lim t.ia.Med cal surgi al dental laborato y, x rayi , c , , r - or nur ing se vce or treatm n , adv ce os r i e t i r L B ANKET WAIVER O SUB O ATION. L F R Gi struction o the related fur i hi g on , r n s n f The fo lowing is a ded to Paragraphl d 8.,Tra sfen rfo d or bev rages; oro e O Righ s O Rec very Against O hers To Uf t f o t s,b.The furni hing o di pensing o dru s os r s f g r of SE TION IV – CO MERCIAL GENERALCMm dcal dental o surgi al supplie oe i , , r c s r L AB LIT COND T ONI I Y I I S:appl a ce .i n s If the insured has a ree in a cont act og d r r6.The fol o ing i added to Parag aphl w s r 4.b.,ag ee ent to waiv that i sured' righ or m e n s t fE cess In urancex s , of SE TION IV –C re ov ry against any person o o gan zat on, wec e r r i iCO MERCI L GEN RAL LIAB LI YM A E I T waiv our right o e ov ry against such pe son oe f r c e r rCOND TIONI S:organi ation, but only fo pay ents we ma ezr m k Thi i surance i ex e s ov r any v li ans n s c s e a d d be ause o :c f col e ti le othe in urance whether prim ry,l c b r s ,a a."Bo ily i ju y" o "property dam ge" thatd n r r aex e s, conti gent o on any other ba is, thatc s n r s o curs; oc ri av ilab e to any o your "em loy es" fos a l f p e r b."Pe so al and adv rti ing inj ry" ca sed byr n e s u u"bo ily injury that ari e out o prov ding od " s s f i r fa l n to prov de "i cidental medi al se an o fe se that i com it edi i g i n c f n s m t ;rvce "i s to any perso to the ex ent not subje t ton t c subsequent to the ex cution o the cont a t oe f r c rPa ag aphr r 2.a. 1)( o Se tiof c n II – Who Is An ag ee ent.r mIn ureds .M. CON RACTUAL IABILIT – RAIL OADTL Y R SK. MED CAL PA MEN S – INCREASED LI ITI Y T M 1.The fol o ing repla e Pa agraphl w c s r c.o thef The fo lowing repla e Pa agraphlc s r 7.of SECTI NO de i i ion o "insured cont act" i thef n t f r nII – L MIT F INSURANCEI I S O :D FIN TIONE I S Se tion:c 7.Su je t to Paragraphb c 5.abov , the Medicael c.Any ea em nt or l cense agreem nt;s e i e Ex ense Lim t is the mo t we will pay undep i s r 2.Pa ag aphr r f. 1)( o the de init o o "i suredf f i n f nCov ragee C fo al me ical ex enser l d p s cont a t" i ther c n D FINI IONE T S Se tion iscbe ause o "bodily i ju y sustained by anyc f n r "de eted.lone erson, and will be he ighe o :p t h r f CG 4 58 02 19D ©Pa e 5 o 5g f2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission Declarations POLICY NUMBER: Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 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 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. B.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 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 When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. © 2019 The Travelers Indemnity Company. All rights reserved. POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): PERSON OR ORGANIZATION: Number of Days Notice: Number of Days Notice: ADDRESS: IL T4 00 05 19 Page 1 of 1 Y-630-0R561238-PHX-25 06-11-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 POLICY NUMBER:GENERAL PURPOSE ENDORSEMENT Page Y-630-0R561238-PHX-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US IL T4 00 05 19 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. IL T8 04 1 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 PO I Y UMBE :IS UE DATE:L C N R S T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E INSURER AMENDMENT ENDORSEMENT Thi e dorseme t m dfie i surance prov ded under he f l o ing ( i ds n n o i s n i t o l w n i ate appli ab e):c s c lX AL COV RA ES NCLUDED IN HI PO ICYL E G I T S L THE OV RA E S) S O N N HE CHEDULE ELOC E G ( H W I T S B W SCHEDU E O NSU IN CO PANIEL F I R G M S Sta e In u ing Co erage(s) ( f "All overages In lu ed In T is Po icy" is n t app it s r v i C c d h l o l cable) Co pa ym n IL T 05 07 15 © 2015 The Travelers Indemnity Company. 3 All rights reserved. Pa e 1 of 2g Includes copyrighted material of nsurance Services Of iceIf , Inc. with its permis ion.s X 06-11-25 Y-630-0R561238-PHX-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 TIL Trav lers Prope ty Ca ualty Com any o Am ricae r s p f e TCT The rav ler Indem ity Com any o Connecti utT e s n p f c TIA The rav ler Indem ity Com any o Am ri aT e s n p f e c COF The harter ak Fre nsurance om anyC O i I C p IND The rav ler Indem ity Com anyT e s n p PHX The hoenix In urance Com anyP s p TLC The rav l rs Lloy s In urance Com anyT ee d s p Pa e 2 of 2 © 2015 The Travelers Indemnity Company. g All rights reserved. IL T 05 07 153 Includes copyrighted material of nsurance Services Of iceIf , Inc. with its permis ion.s POLICY NUMBER: Y-630-0R561238-PHX-25 PROVISIONS For each respective state and coverage shown in the Schedule Of Insuring Companies, the insuring company abbreviation shown in Item 4 of the Common Policy Declarations is replaced with the ins uring company abbrevia- tion shown in such schedule. If indicated in the State column of such schedule, ** means all other applicable states and jurisdictions in the United States of America. The insuring company abbreviations are listed below with their corresponding insuring company. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 AUTO POLICYDocusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 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 CA T4 99 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 PROVISIONS 1.The following is added to Paragraph c. in A.1., Who Is An Insured , of SECTION Il – 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.5., 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. POLICY NUMBER: Y-810-0R561251-TCT-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM CA T3 53 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT Page 1 of 4© 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. 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 II. 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.5., 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 POLICY NUMBER: Y-810-0R561251-TCT-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMMERCIAL AUTO CA T3 53 02 15Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. 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 : (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory , of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (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. (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. POLICY NUMBER: Y-810-0R561251-TCT-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMMERCIAL AUTO CA T3 53 02 15 Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2015 The Travelers Indemnity Company. All rights reserved. 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 The following is added to Paragraph A.4., Cover- age Extensions , of SECTION III – PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and (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 : 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by POLICY NUMBER: Y-810-0R561251-TCT-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 COMMERCIAL AUTO CA T3 53 02 15Page 4 of 4 © 2015 The Travelers Indemnity Compa ny. All rights reserved . Includes copyrighted material of Insurance Services Office, Inc. with its permission. such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS : The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. POLICY NUMBER: Y-810-0R561251-TCT-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 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: PERSON OR ORGANIZATION: ADDRESS: 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:ISSUE DATE: IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Y-810-0R561251-TCT-25 06-10-25 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA POLICYDocusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE POLICY NUMBER: CUP-3T402591-25-14 UMBRELLA ISSUE DATE: 06/11/2025 Policy Number to: From: Policy Period Limits Of LiabilityAutomobile Liability Carrier Y-810-0R561251-TCT-25 Bodily Injury And Property Damage Combined Single Limit 06/15/2025 06/15/2026 $1,000,000 From: Carrier Policy Number to: Policy Period Employee Benefits Liability Limits Of Liability Each Employee Aggregate THE PHOENIX INSURANCE COMPANY Y-630-0R561238-PHX-25 06/15/2025 06/15/2026 $1,000,000 $2,000,000 From: Carrier Policy Number to: Policy Period Commercial General Liability Limits Of Liability THE PHOENIX INSURANCE COMPANY Y-630-0R561238-PHX-25 Personal and Advertising Injury Products-Completed Operations Aggregate General Aggregate Each Occurrence 06/15/2025 06/15/2026 $4,000,000 $2,000,000 $1,000,000 $2,000,000 OFFICE: © 2018 The Travelers Indemnity Company. All rights reserved.EU 00 03 08 18 ofPage PRODUCER: 1 ALLIANT INS SERVICES INC 2 NEW YORK CITY NY 293 TRAVELERS INDEMNITY COMPANY OF CONNECTICUT Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE POLICY NUMBER: CUP-3T402591-25-14 UMBRELLA ISSUE DATE: 06/11/2025 Limits Of Liability From: Carrier to: Policy Number Policy Period Employers Liability TRAVELERS INDEMNITY COMPANY OF CONNECTICUT UB-3T085335-25-14-G Bodily Injury By Accident Each Accident Bodily Injury By Disease Policy Limit Bodily Injury By Disease Each Employee *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES 06/15/2025 06/15/2026 $1,000,000* $1,000,000* $1,000,000* From: Carrier Policy Number to: Policy Period Limits Of Liability From: Carrier Policy Number to: Policy Period Limits Of Liability OFFICE: © 2018 The Travelers Indemnity Company. All rights reserved.EU 00 03 08 18 ofPage PRODUCER: 2 ALLIANT INS SERVICES INC 2 NEW YORK CITY NY 293 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 22 EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II – WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI – DEFINITIONS. SECTION I – COVERAGES A. COVERAGE A – EXCESS FOLLOW-FORM LIABILITY 1.We will pay on behalf of the insured those sums, in excess of the "applicable underlying limit", that the insured becomes legally obligated to pay as damages to which Coverage A of this insurance applies, provided that the "underlying insurance" would apply to such damages but for the exhaustion of its applicable limits of insurance. If a sublimit is specified in any "underlying insurance", Coverage A of this insurance applies to damages that are in excess of that sublimit only if such sublimit is shown for that "underlying insurance" in the Schedule Of Underlying Insurance. 2.Coverage A of this insurance is subject to the same terms, conditions, agreements, exclusions and definitions as the "underlying insurance", except with respect to any provisions to the contrary contained in this insurance. 3.The amount we will pay for damages is limited as described in SECTION III – LIMITS OF INSURANCE. 4.For the purposes of Paragraph 1. above: a.The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance will be considered to be reduced or exhausted only by the following payments: (1)Payments of judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow-Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess Follow-Form And Umbrella Liability POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 2 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; (2)Payments of "medical expenses" that are covered by that "underlying insurance" and are incurred for "bodily injury" caused by an accident that takes place during the policy period of this Excess Follow-Form And Umbrella Liability Insurance; or (3)Payments of defense expenses that are covered by that "underlying insurance", only if such "underlying insurance" includes such payments within the limits of insurance. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow- Form And Umbrella Liability Insurance, any such payments for defense expenses that would not be covered by this Excess Follow-Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance". If the applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance is actually reduced or exhausted by other payments, Coverage A of this insurance is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had such limit not been actually reduced or exhausted by such other payments. b.If any "underlying insurance" has a limit of insurance greater than the amount shown for that insurance in the Schedule of Underlying Insurance, this insurance will apply in excess of that greater amount. If any "underlying insurance" has a limit of insurance, prior to any reduction or exhaustion by payment of damages, "medical expenses" or defense expenses described in Paragraph a. above, that is less than the amount shown for that insurance in the Schedule Of Underlying Insurance, this insurance will apply in excess of the amount shown for such insurance in the Schedule Of Underlying Insurance. 5.When the "underlying insurance" applies on a claims-made basis and includes a retroactive B. COVERAGE B – UMBRELLA LIABILITY 1.We will pay on behalf of the insured those sums in excess of the "self-insured retention" that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage", "personal injury" or "advertising injury" to which Coverage B of this insurance applies. 2.Coverage B of this insurance applies to "bodily injury" or "property damage" only if: a.The "bodily injury" or "property damage" is caused by an "occurrence" that takes place anywhere in the world; b.The "bodily injury" or "property damage" occurs during the policy period; and c.Prior to the policy period, no insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY, of SECTION II – WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, in whole or in part, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. 3.Coverage B of this insurance applies to "personal injury" or "advertising injury" caused by an offense arising out of your business, but only if the offense was committed during the policy period anywhere in the world. 4.The amount we will pay for damages is limited as described in SECTION III – LIMITS OF INSURANCE. 5."Bodily injury" or "property damage": a. Which occurs during the policy period; and b.Which was not prior to, but was during, the policy period known to have occurred by any insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY of SECTION II – WHO IS AN INSURED, or any "employee" authorized by you to give notice of an "occurrence" or claim; POLICY NUMBER: CUP-3T402591-25-14 date provision, the retroactive date for Coverage A of this insurance is the same as the retroactive date of that "underlying insurance". Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 3 of 22 includes any continuation, change or resumption of the "bodily injury" or "property damage" after the end of the policy period. 6."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY, of SECTION II – WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a.Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b.Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c.Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur. 7.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 8.Coverage B of this insurance does not apply to damages covered by any "underlying insurance" or that would have been covered by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. C. COVERAGE C – CRISIS MANAGEMENT SERVICE EXPENSES 1.We will reimburse the insured, or pay on the insured's behalf, "crisis management service expenses" to which Coverage C applies. 2.Coverage C of this insurance applies to "crisis management service expenses" that: a.Arise out of a "crisis management event" that first commences during the policy period; b. Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c. Are submitted to us within 180 days after the "crisis management advisor" advises you that the "crisis management event" no longer exists. 3.A "crisis management event" will be deemed to: a. First commence at the time when any "executive officer" first becomes aware of an "event" or "occurrence" that leads to that "crisis management event"; and b. End when we decide that the crisis no longer exists or when the Crisis Management Service Expenses Limit has been exhausted, whichever occurs first. 4.The amount we will pay for "crisis management service expenses" is limited as described in SECTION III – LIMITS OF INSURANCE. 5.A "self-insured retention" does not apply to "crisis management service expenses". 6.Any payment of "crisis management service expenses" that we make will not be determinative of our obligations under this insurance with respect to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D. DEFENSE AND SUPPLEMENTARY PAYMENTS 1.We will have the right and duty to defend the insured: a.Under Coverage A, against a "suit" seeking damages to which such coverage applies, if: (1)The "applicable underlying limit" is the applicable limit of insurance stated for a policy of "underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES; or (2)The "applicable underlying limit" is the applicable limit of any "other insurance" and such limit has been exhausted by payments of judgments, settlements or medical expenses, or related costs or expenses (if such costs or expenses reduce such limits). For any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance"; or b.Under Coverage B, against a "suit" seeking damages to which such coverage applies. 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. POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 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. f.All interest that accrues on the full amount of any judgment after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the 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. 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". B. COVERAGE B – UMBRELLA LIABILITY With respect to Coverage B: 1.The Named Insured shown in the Declarations is an insured. 2.If you are: a.An individual, your spouse is also an insured, but only with respect to the conduct of a business of which you are the sole owner. POLICY NUMBER: CUP-3T402591-25-14 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. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 5 of 22 b.A partnership or joint venture, 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, your members are also insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, your "officers" and directors are also insureds, but only with respect to their duties as your "officers" or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, your trustees are also insureds, but only with respect to their duties as trustees. 3.Each of the following is also an insured: a.Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b)above; or (d)Arising out of his or her providing or failing to provide professional health care services. 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 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. (2)"Property damage" to property: (a)Owned, occupied or used by; or (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees" or "volunteer workers", any of your partners or members (if you are a partnership or joint venture), or any of your members (if you are a limited liability company). b.Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c.Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. 4.Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 6 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage for such organization does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or formed the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Paragraph B.of SECTION II – WHO IS AN INSURED. C. COVERAGE C – CRISIS MANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1.The Named Insured shown in the Declarations. 2.Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period. No such organization is an insured or will qualify as a Named Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage for such organization does not apply to "crisis management service expenses" arising out of a "crisis management event" that occurred before you acquired or formed the organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III – LIMITS OF INSURANCE A.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay for the amounts described below to which this insurance applies regardless of the number of: 1.Insureds; 2.Claims made or "suits" brought; 3.Number of vehicles involved; 4.Persons or organizations making claims or bringing "suits"; or 5.Coverages provided under this insurance. As indicated in Paragraph D.1. of SECTION I – COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance". B.The General Aggregate Limit is the most we will pay for the sum of all: 1.Damages; and 2.Defense expenses if such expenses are within the limits of insurance of this policy; except: POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 7 of 22 1.Damages and defense expenses because of "bodily injury" or "property damage" included in the "auto hazard"; 2.Damages and defense expenses because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; or 3.Damages and defense expenses for which insurance is provided under any Aircraft Liability coverage included as "underlying insurance" to which no aggregate limit applies. C.The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all: 1.Damages; and 2.Defense expenses if such expenses are within the limits of insurance of this policy; because of "bodily injury" or "property damage" included in the "products-completed operations hazard". D.Subject to Paragraph B. or C. above, whichever applies, the Occurrence Limit is the most we will pay for the sum of all: 1.Damages, and defense expenses if such expenses are within the limits of insurance of this policy, under Coverage A arising out of any one "event" to which the "underlying insurance" applies a limit of insurance that is separate from any aggregate limit of insurance; and 2.Damages under Coverage B because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence". For the purposes of determining the applicable Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". E.The Crisis Management Service Expenses Limit is the most we will pay for the sum of all "crisis management service expenses" arising out of all "crisis management events". Payment of such "crisis management service expenses" is in addition to, and will not reduce, any other limit of insurance of this policy. F.The limits of insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. If the policy period is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the limits of insurance. SECTION IV – EXCLUSIONS This insurance does not apply to: A.With respect to Coverage A and Coverage B: 1. Asbestos a.Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the damages are caused or contributed to by the hazardous properties of asbestos. b.Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any damages described in Paragraph a. above. c.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (2)Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. 2. Employment-Related Practices Damages because of injury to: a.A person arising out of any: (1)Refusal to employ that person; (2)Termination of that person's employment; or (3)Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment, applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 8 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 committed before, during or after the time of that person's employment; or b.The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1), (2) or (3) above. This exclusion applies: a.Whether the insured may be liable as an employer or in any other capacity; and b.To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3. ERISA, COBRA And Similar Laws Any obligation of the insured under: a.The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b.The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c.Any similar common or statutory law of any jurisdiction. 4. Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. 5. Nuclear Material Damages arising out of: a.The actual, alleged or threatened exposure of any person or property to; or b.The "hazardous properties" of; any "nuclear material". As used in this exclusion: a."Hazardous properties" includes radioactive, toxic or explosive properties; b."Nuclear material" means "source material", "special nuclear material" or "by- product material"; and c."Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6. Uninsured or Underinsured Motorists, No- Fault And Similar Laws Any liability imposed on the insured, or the insured's insurer, under any of the following laws: a.Uninsured motorists; b.Underinsured motorists; c.Auto no-fault or other first-party personal injury protection (PIP); d.Supplementary uninsured/underinsured motorists (New York); or e.Medical expense benefits and income loss benefits (Virginia). 7. War Damages arising out of: a.War, including undeclared or civil war; or b.Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c.Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 8. Workers Compensation And Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. B.With respect to Coverage B: 1. Expected Or Intended Bodily Injury Or Property Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2. Contractual Liability "Bodily injury", "property damage", "personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. Liquor Liability "Bodily injury" or "property damage" for which any insured may be liable by reason of: a.Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises for consumption on your premises; POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 9 of 22 b.The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c.Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. 4. Employers Liability "Bodily injury" to: a.An "employee" of the insured arising out of and in the course of: (1)Employment by the insured; or (2)Performing duties related to the conduct of the insured's business; or b.The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury" described in Paragraph a. above. This exclusion applies: a.Whether the insured may be liable as an employer or in any other capacity; and b.To any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". 5. Pollution a."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". b.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization 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)Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. 7. Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any "auto". This exclusion does not apply to "bodily injury" or "property damage" caused by an "occurrence" that takes place outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. 8. Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to a watercraft: a.While ashore on premises owned by or rented to any insured; or b.That is 50-feet long or less and that: (1)You own; or POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 10 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 (2)You do not own and is not being used to carry any person or property for a charge. 9. Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10. Damage To Property, Products Or Work "Property damage" to: a.Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b.Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c.Property loaned to you; d.Personal property in the care, custody or control of the insured; e.That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations if the "property damage" arises out of those operations; f.That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; g."Your product" arising out of "your product" or any part of it; or h."Your work" arising out of "your work" or any part of it and included in the "products- completed operations hazard". 11. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property", or property that has not been physically injured, arising out of: a.A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b.A delay or failure by you, or anyone acting on your behalf, to fulfill the terms of a contract or agreement. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 12. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a."Your product"; b."Your work"; or c."Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 13. Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14. Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. 16. Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". 17. Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 11 of 22 18. Material Published Or Used Prior To Policy Period a."Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b."Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. 19. Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the insured. 20. Breach Of Contract "Personal injury" or "advertising injury" arising out of a breach of contract. 21. Quality Or Performance Of Goods – Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". 22. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". 23. Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: a.Copyright; b.Patent; c.Trade dress; d.Trade name; e.Trademark; f.Trade secret; or g.Other intellectual property rights or laws. This exclusion does not apply to: a."Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b.Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". 24. Insureds In Media And Internet Type Business "Personal injury" or "advertising injury" arising out of an offense committed by an insured whose business is: a.Advertising, "broadcasting" or publishing; b.Designing or determining content of web- sites for others; or c.An Internet search, access, content or service provider. This exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: a.Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and b.The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. 25. Electronic Chatrooms Or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. 26. Unauthorized Use Of Another's Name Or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. C.With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses" arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred prior to the date you acquired or formed that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 12 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 management event" after the date you acquired or formed such organization. SECTION V – CONDITIONS A. APPEALS 1.If the insured or the insured's "underlying insurer" elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self-insured retention", we may do so. 2.If we appeal such a judgment, we will pay all costs of the appeal. These payments will not reduce the applicable limits of insurance. In no event will our liability exceed the applicable limit of insurance. B. BANKRUPTCY 1.Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2.In the event of bankruptcy or insolvency of any "underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying insurer's" policy, and this insurance will apply as if such "underlying insurer" had not become bankrupt or insolvent. C. CANCELLATION 1.The first Named Insured shown in the Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this insurance by mailing or delivering to such first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b.60 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to such first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. D. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E. CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I –COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F. DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1.You must see to it that we are notified as soon as practicable of an "event" or "occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a.How, when and where the "event" or "occurrence" took place; b.The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c.The nature and location of any injury or damage arising out of the "event" or "occurrence". 2.If a claim is made or "suit" is brought against any insured which may result in a claim under this insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3.With respect to Coverage A, the insured must: a.Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b.Comply with the terms of the "underlying insurance"; and c.Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 13 of 22 this policy or any policy of "underlying insurance". 4.With respect to Coverage B, the insured must: a.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b.Authorize us to obtain necessary records and other information; c.Cooperate with us in the investigation, settlement or defense of any claim or "suit"; and d.Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which Coverage B may apply. 5.No insured will, except at that insured's own expense, voluntarily make a payment, assume any obligation, make any admission or incur any expense, other than for first aid for "bodily injury" covered by this insurance, without our consent. 6.Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your insurance or risk manager, or anyone working in the capacity as your insurance or risk manager, or anyone you designate with the responsibility of reporting an "event", "occurrence", claim or "suit": a.Has received notice of such "event", "occurrence", claim or "suit" from such agent, servant or "employee"; or b.Otherwise has knowledge of such "event", "occurrence", claim or "suit". G. DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1.Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2.Provide written notice of the "crisis management event" as soon as practicable. To the extent possible, notice should include: a.How, when and where that "crisis management event" took place; b.The names and addresses of any persons or organizations sustaining injury, damage or loss, and the named and addresses of any witnesses; c.The nature and location of any injury or damage arising out of that "crisis management event"; and d.The reason that "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self- insured retention" and involve regional or national media coverage. H. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this insurance: 1.At any time during the policy period; 2.Up to three years after the end of the policy period; and 3.Within one year after final settlement of all claims under this insurance. I. EXTENDED REPORTING PERIOD OPTION 1.When the "underlying insurance" applies on a claims-made basis, any automatic or basic "extended reporting period" in such "underlying insurance" will apply to this insurance. 2.When the "underlying insurance" applies on a claims-made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to this insurance only if: a.A written request to purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; 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 POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 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 safety of workers or the public. We do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. K. LEGAL ACTION AGAINST US 1.No person or organization has a right under this insurance: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; 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 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. 3.If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". M. OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, 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: POLICY NUMBER: CUP-3T402591-25-14 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. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 15 of 22 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 The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. 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 – TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 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: 1.As if each Named Insured were the only Named Insured; and 2.Separately to each insured against whom claim is made or "suit" is brought. 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 POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 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 recoveries. 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. 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. 5."Extended reporting period" means any period of time, starting with the end of the policy period of your claims-made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6."Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. 7."Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of: a.Another insurance company; b.Us or any of our affiliated insurance companies; c.Any risk retention group; POLICY NUMBER: CUP-3T402591-25-14 SECTION VI – DEFINITIONS Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 17 of 22 d.Any self-insurance method or program, in which case the insured will be deemed to be the provider of such insurance; or e.Any similar risk transfer or risk management method. "Other insurance" does not include: a.Any "underlying insurance"; or b.Any policy of insurance specifically purchased to be excess of the limits of insurance of this policy shown in the Declarations. 8."Products-completed operations hazard": a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a)When all the work called for in your contract has been completed; (b)When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused materials; or (3)Products or operations for which the classification listed in a policy of Commercial General Liability "underlying insurance" states that products-completed operations are subject to the General Aggregate Limit. 9."Suit" means a civil proceeding which alleges damages. "Suit" includes: a.An arbitration proceeding in which damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding to which the insured submits with our consent. 10."Underlying insurance": a.Means the policy or policies of insurance listed in the Schedule Of Underlying Insurance. b.Includes any renewal or replacement of such policies if such renewal or replacement is during the policy period of this Excess Follow-Form And Umbrella Liability Insurance. c.Does not include any part of the policy period of any of the policies described in Paragraphs a. or b. above that began before, or that continues after, the policy period of this Excess Follow-Form And Umbrella Liability Insurance. 11."Underlying insurer" means any insurer which provides a policy of insurance listed in the Schedule Of Underlying Insurance. B.With respect to Coverage B and, to the extent that the following terms are not defined in the "underlying insurance", to Coverage A: 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 web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2."Advertising injury": POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 18 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 a.Means injury, other than "personal injury", caused by one or more of the following offenses: (1)Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2)Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a)Appropriates a person's name, voice, photograph or likeness; or (b)Unreasonably places a person in a false light; or (3)Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b.Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3."Auto" means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4."Bodily injury" means: a.Physical harm, including sickness or disease, sustained by a person; or b.Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5."Broadcasting" means transmitting any audio or visual material for any purpose: a.By radio or television; or b.In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1)Radio or television programming being transmitted; (2)Other entertainment, educational, instructional, music or news programming being transmitted; or (3)Advertising transmitted with any such programming. 6."Consumer financial identity information" means any of the following information for a person that is used or collected for the purpose of serving as a factor in establishing such person's eligibility for personal credit, insurance or employment or for the purpose of conducting a business transaction: a.Part or all of the account number, the expiration date or the balance of any credit, debit, bank or other financial account; b.Information bearing on a person's credit worthiness, credit standing or credit capacity; c.Social security number; d.Driver's license number; or e.Birth date. 7."Consumer financial protection law" means: a.The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair and Accurate Credit Transactions Act (FACTA); b.California's Song-Beverly Credit Card Act and any of its amendments; or c.Any other law or regulation that restricts or prohibits the collection, dissemination, transmission, distribution or use of "consumer financial identity information". 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 10."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 19 of 22 b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 11."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 12."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 13."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads. b.Vehicles maintained for use solely on or next to premises you own or rent. c.Vehicles that travel on crawler treads. d.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers. e.Vehicles not described in Paragraph a., b., c.or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers. f.Vehicles not described in Paragraph a., b., c.or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 14."Occurrence" means: a.With respect to "bodily injury" or "property damage": (1)An accident, including continuous or repeated exposure to substantially the same general harmful conditions, which results in "bodily injury" or "property damage". All "bodily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one "occurrence"; or (2)An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care services; POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 20 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 b.With respect to "personal injury", an offense arising out of your business that results in "personal injury". All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits"; and c.With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits". 15."Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16."Personal injury": a.Means injury, other than "advertising injury", caused by one or more of the following offenses: (1)False arrest, detention or imprisonment; (2)Malicious prosecution; (3)The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4)Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5)Oral or written publication, including publication by electronic means, of material that: (a)Appropriates a person's name, voice, photograph or likeness; or (b)Unreasonably places a person in a false light. b.Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 18."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 19."Self-insured retention" is the greater of: a.The amount shown in the Declarations which the insured must first pay under Coverage B for damages because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence"; or b.The applicable limit of insurance of any "other insurance" that applies. 20."Slogan": a.Means a phrase that others use for the purpose of attracting attention in their advertising. b.Does not include a phrase used as, or in, the name of: (1)Any person or organization other than you; or (2)Any business, or any of the premises, goods, products, services or work, of any person or organization other than you. POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 21 of 22 21."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. 22."Title" means the name of a literary or artistic work. 23."Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24."Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. C.With respect to Coverage C: 1."Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with a "crisis management event". 2."Crisis management event" means an "event" or "occurrence" that your "executive officer" reasonably determines has resulted, or may result, in: a.Damages covered by this Coverage A or Coverage B that are in excess of the total applicable limits of the "underlying insurance" or "self-insured retention"; and b.Significant adverse regional or national media coverage. 3."Crisis management service expenses" means amounts incurred by you, after a "crisis management event" first commences and before such event ends: a.For the reasonable and necessary: (1)Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for a "crisis management event"; and (2)Costs for printing, advertising, mailing of materials or travel by your directors, officers, employees or agents or a "crisis management advisor" solely for a "crisis management event"; and b.For the following expenses resulting from such "crisis management event", provided that such expenses have been approved by us: (1)Medical expenses; (2)Funeral expenses; (3)Psychological counseling; (4)Travel expenses; (5)Temporary living expenses; (6)Expenses to secure the scene of a "crisis management event"; or (7)Any other expenses pre-approved by us. POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA Page 22 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 4."Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5."Executive officer" means your: a.Chief Executive Officer; b.Chief Operating Officer; c.Chief Financial Officer; d.President; e.General Counsel; f.General partner (if you are a partnership); or g.Sole proprietor (if you are a sole proprietorship); or any person acting in the same capacity as any individual listed above. POLICY NUMBER: CUP-3T402591-25-14 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 UMBRELLA POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF RIGHTS OF RECOVERY FROM OTHERS This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE SCHEDULE OF DESIGNATED PERSONS OR ORGANIZATIONS Designated Person Or Organization: 06/11/2025CUP-3T402591-25-14 ANY PERSON OR ORGANIZATION AND AS PER EU T8 03 PROVISIONS The following is added to Paragraph T., WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US, of SECTION V – CONDITIONS: 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 unless the insured has waived its rights of recovery against a person or organization shown in the Schedule Of Designated Persons Or Organizations above in a contract or agreement that is executed before loss. In that case, we will waive the right of recovery we would otherwise have against such person or organization. © 2016 The Travelers Indemnity Company. All rights reserved.EU 02 89 07 16 Page of 1 1 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 POLICY NUMBER: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 CANCELLATION: SCHEDULE Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: PROVISIONS IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. 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. CUP-3T402591-25-14 06/11/2025 30 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 WC POLICYDocusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 � TRAVELERSJ ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) -001 POLICY NUMBER: UB-3T085335-25-14-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. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 06-09-25 ST ASSIGN: PAGEl OFl Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 � TRAVELERSJ WORKERS COMPENSATION AND ONE TOWER SQUARE HARTFORD CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R4 (00) -007 POLICY NUMBER: UB-3T085335-25-14-G NOTICE OF CANCELLATION OR NONRENEWAL TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX -CONDITIONS : Notice Of Cancellation Or Nonrenewal To Designated Persons Or Organizations If we cancel or non-renew this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation or non-renewal to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation or nonrenewal is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation or nonrenewal to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation or nonrenewal. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice: ANY PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN 30 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 THECANCELLATION OF THIS POLICY; AND 2.WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THEBEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE ADDRESS:THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE: 06-09-25 Policy No. Countersigned by ST ASSIGN: © 2013 The Travelers Indemnity Company. All rights reserved. Endorsement No. Premium$ Page 1 ofl Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 1 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Contractors Pollution Liability Policy TABLE OF CONTENTS SECTION I – COVERAGES SECTION II – WHO IS AN INSURED SECTION III – EXCLUSIONS SECTION IV – LIMITS OF INSURANCE AND DEDUCTIBLE SECTION V – CONDITIONS SECTION VI – DEFINITIONS POLICY NUMBER: 0312-1270Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 2 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Contractors Pollution Liability Policy Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we," "us" and "our" refer to the company providing this insurance. The word “insured” means any person or organization qualifying as such under SECTION II – WHO IS AN INSURED. Except for headings, words that appear in bold print have special meaning. See SECTION VI – DEFINITIONS. In consideration of the payment of the premium and in reliance upon the statements and information in the Application and/or Questionnaire, we agree to provide coverage as follows: SECTION I – COVERAGES 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of bodily injury, property damage, environmental damage or emergency response expense to which this insurance applies arising out of a pollution incident caused by your work, but only if: (1)The pollution incident is caused by an occurrence that takes place in the coverage territory; and (2)The occurrence takes place during the policy period. b.We will have the right and duty to defend the insured against any suit seeking damages for bodily injury, property damage, environmental damage or emergency response expense to which this insurance applies. However, we will have no duty to defend the insur ed against any suit seeking damages to which this insurance does not apply. We may, at our discretion, investigate any occurrence and settle any claim or suit that may result. But: (1)The amount we will pay for damages is limited as described in SECTION IV – LIMITS OF INSURANCE AND DEDUCTIBLE of this policy; and (2)Our right and duty to defend end when we have used up the applicable limits of insurance in the payment of judgments, settlements, clean-up costs or emergency response expense. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Paragraph 2. Supplementary Payments of SECTION I – COVERAGES of this policy. c.Bodily injury, property damage, environmental damage or emergency response expense will be deemed to have been known to have occurred at the earliest time when any responsible manager: POLICY NUMBER: 0312-1270Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 3 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. (1)Reports all, or any part, of the bodily injury, property damage, environmental damage or emergency response expense to us or any other insurer; (2)Receives a written or oral demand or claim for damages because of the bodily injury, property damage or environmental damage; or (3)Becomes aware by any other means that bodily injury, property damage, environmental damage or emergency response expense has occurred or has begun to occur. d.The following applies to progressive or indivisible bodily injury, property damage or environmental damage, including any continuation, change or resumption of such bodily injury, property damage or environmental damage, which takes place over a period of days, weeks, months or longer caused by continuous or repeated exposure to the same, related or continuous (i)pollution incident, or (ii) general harmful conditions or substances: (1)Such bodily injury, property damage or environmental damage shall be deemed to have taken place only on the date of first exposure to such pollution incident or general harmful conditions or substances; or (2)Such bodily injury, property damage or environmental damage shall be deemed to have taken place during the policy period of the first policy providing coverage substantially the same as that provided by Paragraph 1.a. of SECTION I – COVERAGES of this policy for bodily injury, property damage or environmental damage that takes place during the policy period but only if: (a)The date of first exposure cannot be determined or is before the inception date of the first policy issued by us to you providing coverage substantially the same as that provid ed by Paragraph 1.a. of SECTION I – COVERAGES of this policy for bodily injury, property damage or environmental damage that takes place during the policy period; and (b)Such bodily injury, property damage or environmental damage continues, in fact, to take place during this policy period. e.If the same, related or continuous pollution incident or general harmful conditions or substances results in bodily injury, property damage or environmental damage that first takes place during this policy period and continues during subsequent policies issued by us to you providing coverage substantially the same as that provided by Paragraph 1.a. of SECTION I – COVERAGES of this policy for bodily injury, property damage or environmental damage that takes place during the policy period, then the following applies: (1) All such bodily injury, property damage and environmental damage shall be deemed to have taken place only during this policy period; and (2) All damages arising from all such bodily injury, property damage or environmental damage shall be deemed to have arisen from one occurrence and shall be subject to the Each Occurrence Limit applicable to this policy. f.Damages because of bodily injury include damages claimed by any person or organization for care, loss of services or death resulting at any time from the bodily injury. 2.Supplementary Payments a.We will pay, with respect to any claim we investigate or settle, or any suit against an insured we defend under Paragraph 1.a. of SECTION I – COVERAGES of this policy: Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 4 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. (1)All expenses we incur. (2)Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which bodily injury in Paragraph 1.a. of SECTION I – COVERAGES of this policy applies. We do not have to furnish these bonds. (3)The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings up to $500 a day because of time off from work. (5)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. (6)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. (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the Limits of Insurance shown in the Declarations. b.If we defend an insured against a suit and an indemnitee of the insured is also named as a party to the suit, we will defend that indemnitee if all of the following conditions are met: (1)The suit against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an insured contract; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend, or the cost of the defense of, that indemnitee has also been assumed by the insured in the same insured contract; (4)The allegations in the suit and the information we know about the occurrence are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of the indemnitee against such suit and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: i.Cooperate with us in the investigation, settlement or defense of the suit; ii.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the suit; iii.Notify any other insurer whose coverage is available to the indemnitee; and Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 5 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. iv.Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with written authorization to: i.Obtain records and other information related to the suit; and ii.Conduct and control the defense of the indemnitee in such suit. So long as the above conditions are met, attorneys ’ fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments as provided under Paragraph 2. Supplementary Payments of SECTION I – COVERAGES of this policy. Notwithstanding the provisions of Paragraph 1. Contractual Liability of SECTION III – EXCLUSIONS of this policy, such payments will not be deemed to be damages for bodily injury, property damage, environmental damage and emergency response expense and will not reduce the limits of insurance. Our obligation to defend an insured’s indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments, as provided under Paragraph 2. Supplementary Payments of SECTION I – COVERAGES of this policy, ends when we have used up the applicable limit of insurance in the payment of judgments or settlements; or the conditions set forth above, or the terms of the agreement described in paragraph (6) above, are no longer met. SECTION II – WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, 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 insured. 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 insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, 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 stockho lders are also insureds, but only with respect to their 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.Each of the following is also an insured: a.Your volunteer workers only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for: Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 6 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. (1)Bodily injury: (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-employee while in the course of his or her employment or performing duties related to the conduct of your business, or to your other volunteer workers while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-employee or volunteer worker as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. (2)Property damage to property: (a)Owned, occupied or used by, (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Any person (other than your employee or volunteer worker), or any organization while acting as your real estate manager. c.Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. e.Any subsidiary, associated, affiliated or allied company or corporation, including subsidiaries thereof, of which you have more than 50% ownership interest at the inception of the policy period. 3.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 Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 7 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. b.Coverage under this policy does not apply to bodily injury, property damage, environmental damage or emergency response expense that took place before you acquired or formed the organization; 4.Any person or organization with whom you agree to include as an insured in a written contract or written agreement, but only with respect to bodily injury, property damage, environmental damage or emergency response expense arising out of your work. 5.Any person or organization that has at least a 50% controlling interest in you but only with respect to bodily injury, property damage, environmental damage or emergency response expense arising out of their financial control of you. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declara tions. SECTION III – EXCLUSIONS This insurance does not apply to: 1.Contractual Liability Bodily injury, property damage, environmental damage or emergency response expense for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: a.That the insured would have in the absence of the contract or agreement; or b.Assumed in a contract or agreement that is an insured contract, provided the bodily injury, property damage, environmental damage or emergency response expense occurs subsequent to the execution of the contract or agreement. Solely for th e purposes of liability assumed in an insured contract, reasonable attorneys’ fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of bodily injury, property damage, environmental damage or emergency response expense, provided: (1)Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same insured contract; and (2)Such attorneys’ fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2.Criminal Fines, Penalties and Assessments Any criminal fines, criminal penalties or criminal assessments. 3.Damage to Conveyance Property damage to any conveyance utilized during transportation. This exclusion does not apply to claims made by third-party carriers for such property damage arising from the insured’s negligence. 4.Damage to Property Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 8 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Property damage or environmental damage to: a.Property you own, rent, or occupy including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property; b.Premises you sell, give away or abandon, if the property damage or environmental damage arises out of any part of those premises; c.Property loaned to you; 5.Damage to Your Product Property damage or environmental damage to your product arising out of it or any part of it. 6.Damage to Your Work Property damage or environmental damage to your work arising out of it or any part of it. This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 7.Employer's Liability Bodily injury to: a.An employee of the insured, arising out of and in the course of: (1)Employment by the insured; or (2)Performing duties related to the conduct of the insured's business; or b.The spouse, child, parent, brother or sister of that employee as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an insured contract. 8.Expected or Intended Injury or Damage Bodily injury, property damage, environmental damage or emergency response expense expected or intended from the standpoint of a responsible manager. 9.Insured’s Locations Bodily injury, property damage, environmental damage, or emergency response expense arising from a pollution incident on, at, under or migrating from any location which is owned or occupied by, or rented or loaned to any insured. This exclusion does not apply if: Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 9 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. a.The bodily injury, property damage, environmental damage or emergency response expense is caused by an occurrence that takes place in the coverage territory; and b.The bodily injury, property damage, environmental damage or emergency response expense takes place during the policy period; and c.You discover the pollution incident no later than fifteen (15) calendar days after its commencement; and d.The pollution incident is reported to us in writing no later than forty-five (45) business days after its commencement. 10.Intentional Non-Compliance Bodily injury, property damage, environmental damage or emergency response expense that results from any responsible manager’s intentional disregard of or deliberate willful or dishonest non–compliance with any environmental law or any other statute, regulation, ordinance, order, administrative complaint, notice of violation, notice letter, or instruction by or on behalf of any government agency or representative or other federal, state, local or other applicable legal requirement. 11.Known Injury or Damage Bodily injury, property damage, environmental damage or emergency response expense that occurred in whole or in part prior to the policy period and was known prior to the policy period by a responsible manager. Any continuation, change or resumption of such bodily injury, property damage or environmental damage will be deemed to have been known by a responsible manager prior to the policy period. 12.Prior Pollution Incident A pollution incident resulting from your work, if such pollution incident was known by a responsible manager prior to the inception of the policy period and not disclosed to us in the application or supplemental information accompanying the application. 13. Products Bodily injury, property damage, environmental damage or emergency response expense arising from your product after you have relinquished possession of the same, except if installed as part of your work. 14.Underground Storage Tank A pollution incident resulting from an underground storage tank at a location which is owned or occupied by, or rented or loaned to any insured, but only if the existence of the underground storage tank is known by a responsible manager prior to the policy period. This exclusion does not apply to an underground storage tank scheduled on the policy by endorsement. 15.War Bodily injury, property damage or environmental damage, caused directly, in whole or in part, as a result of or in connection with war, whether declared or not, or any act or condition incident to war. War includes: a.Civil war; Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 10 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. a.Armed conflict between two or more nations, armed conflict between military forces of any origin, or warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using militar y personnel or other agents; or b.Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 16.Workers’ Compensation and Similar Laws Any obligation of the insured under a workers’ compensation, disability benefits or unemployment compensation law or any similar law. SECTION IV – LIMITS OF INSURANCE AND DEDUCTIBLE 1.The Limits of Insurance shown in Item 3. of the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or suits brought; c.Persons or organizations making claims or bringing suits; d.Pollution incidents. 2.The Policy Limit listed in Item 3.B of the Declarations is the most we will pay for the sum of all damages under Paragraph 1. Insuring Agreement of SECTION I – COVERAGES of this policy. 3.Subject to Paragraph 2. above, the Each Occurrence Limit stated in Item 3.A. of the Declarations is the most we will pay for the sum of all damages because of all bodily injury, property damage, environmental damage and emergency response expense arising out of any one occurrence. 4.The Limits of Insurance of this policy apply in excess of the Deductible amounts shown in I tem 4. of the Declarations. The deductible amount applies to the sum of: all damages because of bodily injury, property damage, environmental damage or emergency response expense arising out of any one occurrence. 5.We may pay any part or all of the deductible amount to effect settlement of any claim or suit, or to pay clean-up costs or emergency response expense which may be covered under this policy, and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 6.The Limits of Insurance of this policy apply to the entire policy period. If the policy period is extended after issuance for an additional period, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance . SECTION V – CONDITIONS 1.Assignment Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 11 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. This policy may not be assigned without our prior written consent. Assignment of interest under this policy shall not bind us until our consent, which shall not be unreasonably withheld, is endorsed thereon. 2. Bankruptcy Bankruptcy or insolvency of the insured or of the insured’s estate will not relieve us of our obligations. 3. Cancellation a. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. When the first Named Insured cancels this policy, we will return premium to you on a short rate basis. b. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least ten (10) days before the effective date of cancellation if we cancel for nonpayment of premium. c. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. 5. Currency All reimbursement shall be made in United States currency at the rate of exchange prevailing on: a. The date of judgment if judgment is rendered; b. The date of settlement if settlement is agreed upon with our written consent; or c. The date legal expenses are paid. 6. Duties in the Event of Pollution Incident, Claim or Suit a. You must see to it that we are notified as soon as practicable of discovery of a pollution incident which may result in a claim, or receipt of a claim. To the extent possible, notice should include: (1) How, when and where the pollution incident took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the pollution incident. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 12 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. b.If a claim is made or suit is brought against any insured, you must: (1)Immediately record the specifics of the claim or suit and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written notice of the claim or suit as soon as practicable. Written notice should be mailed or delivered to us at the address designated in the Declarations. c.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the suit; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this policy may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without o ur consent. However, this provision does not apply to emergency response expense. e.When any insured becomes obligated to pay clean-up costs to which this policy applies, the insured must: (1)Submit, for our approval, all proposed work plans prior to submittal to any regulatory agency. (2)Submit, for our approval, all bids and contracts for clean-up costs prior to execution or issuance. (3)Forward progress submittals regarding clean-up costs at reasonable intervals and always prior to submittal to any regulatory agency that is authorized to review and approve such submittals. We shall have the right, but not the duty to assume direct control of such clean-up costs. Any clean-up costs incurred by us shall be applied against the applicable deductible and limit of insurance shown in the Declarations of this policy. f.You must see to it that we are notified as soon as practicable of a pollution incident which may result in an emergency response expense under this policy. When emergency response expenses have been incurred, the insured shall forward to us within seven (7) consecutive days of the commencement of the pollution incident for which the emergency response expenses have been incurred all information including but not limited to: the cause and location of the pollution incident, technical reports, laboratory data, field notes, expert reports, investigations, data collected, invoices, regulatory correspondence or any other documents relating to such emergency response expenses. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 13 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. g.If we are prohibited under applicable law from investigating, defending or settling any such claim or suit, the insured shall, under our supervision, arrange for such investigation and defense thereof as is reasonably necessary, and subject to our prior authoriz ation, shall effect such settlement thereof. 7.Economic and Trade Sanctions If coverage for a claim or suit under this policy is in violation of any United States of America economic or trade sanctions, including but not limited to, sanctions administered and enforced by the United States Treasury Department's Office of Foreign Assets Control ("OFAC"), then coverage for that claim or suit will be null and void. 8.Headings The descriptions in the headings and sub-headings of this policy are inserted solely for convenience and do not constitute any part of the terms or conditions of this policy. 9.Independent Counsel In the event the insured is entitled by law to select independent counsel to oversee our defense of a suit or claim at our expense, the attorneys’ fees and all other litigation expenses we must pay to that counsel are limited to the rates we actually pay t o counsel we retain in the ordinary course of business in the defense of similar claims or suits in the community where the claim or suit arose or is being defended. Additionally, we may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency including experience in defending claims or suits similar to the one pending against the insured and to require such counsel have errors and omissions insurance coverage. As respects any such counsel, the insured agrees that counsel will timely respond to our requests for information regarding the claim or suit. Furthermore, the insured may at any time, by the insured’s signed consent, freely and fully waive these rights to select independent counsel. 10.Inspections and Surveys a.We have the right to: (1)Make inspections and surveys at any time of books, records, services, properties and activities as far as they relate to the subject matter of this policy, and monitor and audit; (2)Give you reports on the conditions we find; and (3)Recommend changes. b.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake 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 safety of workers or the public. We do not warrant that conditions: (1)Are safe or healthful; or Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 14 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. (2)Comply with laws, regulations, codes or standards. This applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 11.Legal Action Against Us No person or organization has a right under this policy: a.To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b.To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that 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. 12.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this policy, our obligations are limited as follows: 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 b. below. However, in the event that a written contract or written agreement requires this insurance to be primary for any person or organization with whom you agreed to insure and such person or organization is an insured under this policy, we will not seek contributions from any such other insurance issued to such person or organization. b.Method of Sharing If all of the other insurance permits contribution by equal shares, we will also follow this method. 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. c.Project Specific Insurance Policy Notwithstanding Paragraphs a. and b. above, if a project covered under this policy is insured under a policy specifically purchased to apply to such project, this policy will apply excess of such policy. 13.Premiums and Deductible The first Named Insured shown in the Declarations: Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 15 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. a.Is responsible for the payment of all premiums; b.Will be the payee for any return premiums we pay; and c.Is responsible for the payment of all deductibles. 14.Representations a.By accepting this policy, you agree: (1)The statements and information in any Application and/or Questionnaire and other supplemental materials submitted to us are accurate and complete and are material to our underwriting of this policy; (2)Those statements and the information provided are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b.Misrepresentation, concealment, breach of a term or condition, or violation of any duty under this policy by one insured shall not prejudice the interest of coverage for another insured under this policy. Provided, however, that this condition shall not apply to any insured who is a parent, subsidiary or affiliate of the first Named Insured. 15.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, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom claim is made or suit is brought. 16.Service of Suit In the event of our failure to pay any amount claimed to be due hereunder, we, at your request, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon counsel, Legal Department, Allied World Assurance Company (U.S.) Inc., 199 Water Street, 24th Floor, New York, NY 10038 or his or her representative, and that in any suit instituted against us upon this policy, we will abide by the final decision of such court or of any appellate court in the event of an appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, we hereby designate the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his or her successors in office, as its true and lawful agent upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on your behalf or any beneficiary hereunder arising out of this policy of insurance and hereby designates the above named as the person to whom the said officer is authorized to mail such process or a true copy thereof. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 16 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. 17.Transfer of Rights of Recovery Against Others to Us If you have rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. You must do nothing after loss to impair them. At our request, you will bring suit or transfer those rights to us and help us enforce them. However, we waive our right(s) of recovery against any person or organization if and to the extent you have agreed to waive your right(s) of recovery against such person or organization in a writt en contract signed by you prior to the first commencement of a pollution incident out of which the claim or request for emergency response expense arises under Section I – Coverages, 1. Insuring Agreement. Any recovery as a result of subrogation proceedings arising out of the payment of loss covered under this policy shall accrue first to us to the extent of our payment under the policy, and then to you to the extent of your deductible. Expenses incurred in such subrogation proceedings shall be apportioned among the interested parties in the recovery in the proportion that each interested party’s share in the recovery bears to the total recovery. 18.Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent, which shall not be unreasonably withheld, except in the case of death of an individual Named Insured. 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. 19.When We Do Not Renew If we decide not to renew, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than ninety (90) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION VI – DEFINITIONS 1.Auto means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. b.Any other land vehicle that is subject to a compulsory or financial responsibility law in the state where it is licensed or principally garaged. However, auto does not include mobile equipment. 2.Bodily injury means bodily injury, physical injury, sickness, building-related illness, mental anguish, shock or emotional distress or disease sustained by a person, including death resulting from any of these at any time. Bodily injury damages shall include monetary awards or settlements of compensatory damages and where allowable by law, punitive, exemplary, or multiple damages, and civil fines, penalties, or assessments for bodily injury. 3.Claim means a demand seeking a remedy and alleging liability or responsibility on the part of the insured. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 17 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. 4.Clean-up costs means reasonable and necessary expenses, including restoration costs and legal expenses incurred with our prior written consent, which consent shall not be unreasonably withheld or delayed, to investigate, abate, contain, treat, remove, remediate, monitor, or dispose of soil, surfacewater, groundwater or other contaminated media but only: a.To the extent required by environmental laws; restoration costs b.For those costs that have been incurred by the government or any political subdivision of the United States of America (including its territories and possessions), Puerto Rico and Canada or by third parties; or c.In the absence of a. above, to the extent recommended by an environmental professional. Clean-up costs do not include: a.Costs, charges or expenses incurred by the insured for materials supplied or services performed by the insured, unless such costs, charges or expenses are incurred with our prior written approval. b.Property damage. 5.Conveyance means only auto, railcar, train, watercraft or aircraft. Conveyance does not include pipelines. 6.Coverage territory means anywhere in the world, provided the insured’s responsibility to pay damages for bodily injury, property damage, environmental damage or emergency response expense is determined in a suit on the merits in the United States of America (including its territories and possessions), Puerto Rico and Canada. 7.Emergency response expense means reasonable and necessary costs, charges or expenses incurred by you to abate or otherwise respond to an imminent and substantial threat to human health or the environment arising from a pollution incident. 8.Employee includes a leased worker and a temporary worker. 9.Environmental damage means physical damage to soil, any water course or body of water including groundwater, atmosphere, or plant or animal life, buildings or other structures giving rise to clean-up costs. Environmental damage does not include property damage and emergency response expense. 10.Environmental laws means any federal, state, provincial, municipal or other local laws, statutes, ordinances, rules, guidance documents, regulations, administrative orders and directives and all amendments thereto, including state voluntary clean-up or risk-based corrective action guidance. 11.Executive officer means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 12.Environmental professional means an individual or entity approved by us in writing that is licensed and certified to provide environmental services. We shall consult with you in conjunction with the selection of the environmental professional. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 18 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. 13.Fungi means any of numerous eukaryotic organisms of the kingdom Fungi, which lack chlorophyll and vascular tissue and range in form from a single cell to a body mass of branched filamentous hyphae that produce specialized fruiting bodies. 14.Insured contract means: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises in excess of thirty (30) consecutive days that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is not an insured contract; b.A sidetrack agreement; c.Any easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for bodily injury, property damage or environmental damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for any injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1)(a) and (b) above and supervisory, inspection, architectural or engineering services. 15.Leased worker means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. Leased worker does not include a temporary worker. 16.Location means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 17.Microbial matter means fungi, mold, bacteria or viruses which reproduce through the splitting of cells, the release of spores or by any other means, whether or not such microbia l matter is living. 18.Misdelivery means the delivery of any liquid product into a wrong receptacle or to a wrong address or the erroneous delivery of one liquid product for another. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 19 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. 19.Mobile equipment means any of the following types of land vehicles, includi ng any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: (1)Equipment designed primarily for snow removal, road maintenance (but not construction or resurfacing) or street cleaning; (2)Cherry pickers and similar devices mounted on auto or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However mobile equipment does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered autos. 20.Mold means any of the various fungi responsible for the disintegration of organic or inorganic matter, or the growth of such fungi. 21.Natural resource damage means physical injury to or destruction of, including the resulting loss of value of, land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by the Magnuson - Stevens Fishery Conservation and Management Act (16 U.S.C. 1801 et seq.), any state , local or Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 20 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. provincial government, any foreign government, any Native American tribe, or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe. 22.Non-owned site means any location which: a.Was not at any time owned or occupied by, or rented or loaned to any insured; and b.Is a location where waste generated from work or operations performed by you or on your behalf is sent for treatment, storage, processing, recycling or disposal. Non-owned site does not include: a.Any location which is not licensed by the appropria te state or federal authority to perform storage, disposal, processing or treatment of waste from your operations or your work in compliance with environmental law. b.any location or any part thereof that has been subject to a consent order or corrective action under environmental law or is listed or proposed to be listed on the National Priorities List (NPL) prior to waste from your operations or your work being legally consigned for delivery or delivered for storage, disposal, processing or treatment. 23.Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 24.Policy Period means the period of time as shown in Item 2. of the Declarations, however, if the policy is cancelled in accordance with SECTION V – CONDITIONS, 3. Cancellation, of this policy, the policy period ends on the effective date of such cancellation. 25.Pollution incident means the discharge, emission, seepage, migration, dispersal, misdelivery, release or escape of: a.any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals, hazardous substances, petroleum hydrocarbons; b.low level radioactive waste; c.microbial matter; d.legionella pneumophila; e.medical, infectious and pathological waste; f.waste materials; and g.electromagnetic fields; into or upon land, or any structure on land, the atmosphere or any watercourse or body of water including groundwater, provided such conditions are not naturally present in the environment in the concentration or amounts discovered. 26.Property damage means: Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 21 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. a.Physical injury to or destruction of tangible property, including all resulting loss of use and diminished value of that property; b.Loss of use of tangible property that is not physically injured or destroyed arising out of physical injury to or destruction of or diminished value of other tangible property; or c.Natural resource damage. Property damage does not include clean-up costs or environmental damage. Property damage shall include monetary awards or settlements of compensatory damages and where allowable by law, punitive, exemplary, or multiple damages, and civil fines, penalties, or assessments for property damage. For the purpose of this insurance, electronic data is not tangible property. As used in this definition, 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. 27.Responsible manager means you, your manager or supervisor responsible for environmental affairs, control or compliance or any other employee authorized by you to give or receive notice of an occurrence or claim. 28.Restoration costs means reasonable and necessary expenses incurred by you with our written consent to repair or replace damaged real or personal pr operty when such damage occurs because of clean-up costs to which this insurance applies. Restoration costs shall not exceed the replacement cost of such real or personal property. If repair or replacement results in kind or quality exceeding that of the real or personal property before it was damaged, whether at your option or not, we will not pay for the amount of the betterment. 29.Suit means a civil proceeding in which damages because of bodily injury, property damage, environmental damage or emergency response expense to which this policy applies are alleged. A suit includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 30.Temporary worker means a person who is furnished to you to substitute for a permanent worker on leave or to meet seasonal or short-term workload conditions. 31. Transportation means the movement of goods, product, merchandise, supplies or waste in a conveyance by the insured or a third-party carrier properly licensed to transport such goods, products, merchandise, supplies or waste from the time of movement from the point of origin until delivery to the final destination. Transportation includes the movement of goods, products, merchandise, supplies or waste into, onto or from a conveyance. 32.Underground storage tank means any tank that has at least ten percent (10%) of its volume below ground at inception of the policy period, or installed thereafter including associated underground piping connected to the tank. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218 ENV-CPL 00003 00 (02/12) Page 22 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. 33.Volunteer worker means a person who is not your employee, and who donates his or her work and acts at the direction of and within the scope of duties determined by yo u, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 34.Your product means: a.Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed by: (1)You; (2)Others trading under your name; or (3)A person or organization whose business or assets you have acquired; and b.Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Your product includes: a.Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and b.The providing of or failure to provide warnings or instructions. 35.Your work means: a.Work or operations performed by you or on your behalf; or b.Materials, parts or equipment furnished in connection with such work or operations, or c.Transportation arising out of work or operations performed by you or on your behalf, or d.Use of a non-owned site required by work or operations performed by you or on your behalf. Docusign Envelope ID: 03EC0D15-D674-4D12-9ED3-8A2C214EE218