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HomeMy WebLinkAboutWOOLPERT INC. •A-2025-021 INSURANCE ON FILE EXHIBIT 2 WORK MAY PROCEED UNTIL INSURANCE EXPIRES 1J CITY CLERK 'ATL APR 3 2025 AGREEMENT WITH WOOLPERT INC.TO PROVIDE SUPPORT A" MAINTENANCE SERVICES FOR.TRIMBLE CITYWORKS SYSTEM THIS AGREEMENT is made and entered into on the 4th day of March, 2025 by and between Woolpert Inc, ("Consultant"),and the City of Santa Ana, a charter city and municipal corporation J>" Phi organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On October 29, 2024, City released a Request for Proposals (RF'P)No. 24-129, by which it sought qualified consultants having special skill and knowledge to provide support and maintenance services for the Trimble Cityworks system. B. Consultant submitted a responsive proposal which was selected by City. Consultant represents that it is able and willing to provide the services described in the scope of work, included in RFP No.24-129. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth,the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor,materials,tools,equipment,and incidental customary work required to fully and adequately complete the services described and set forth in the scope of work, which is attached hereto as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay,and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached and incorporated fully by reference. The total amount to be expended under this Agreement shall not exceed $300,000 during the term of this Agreement. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonable be expected by City. 3, TERM This Agreement shall commence on the date first written above and continue for a three- Page I of 10 year terns,expiring March 3,2028,unless terminated earlier in accordance with Section 16,below. The term of this Agreement may be extended for two(2)additional one-year terms upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et soq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and"maintenance"projects.If the services being performed arc part of an applicable"public works"or"maintenance"project,as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the. City, its elected officials, officers, employees and agents free and harmless form any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement;however,the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services.Consultant shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreemont creates a non-oxclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents &Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement, Consultant represents and warrants that Consultant has the legal right to Iicense any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the.Documents and Data at any time,provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Consultant shall procure and maintain for the duration of this Agreement, the following Page 2 of 10 insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of customer's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Consultant, its agents,representatives, or employees, MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL); Insurance Services Office (ISO) form CG 00 01 covering COL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and$2,000,000 in the aggregate. 2. Technology professional Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence and$2,000,000 aggregate.Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this Agreement and shall include,but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Consultant's failure to provide professional services and/or products under this Agreement, The Policy shall include, or be endorsed to include, damage to,alteration of, loss of, or destruction of electronic data and/or information "property" of Customer in the care, custody, or control of Company. 3. Automobile Liability (AL), Insurance Services Office Form CA 0001 covering Code 1(any auto),with combined single limit no less than$1,000,000. 4. Workers' Compensation (WC). As required by the State of California, with statutory limits, and Employers' Liability insurance with a limit of no less than$1,000,000 per accident, per employee,per policy for bodily injury or disease. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain,the following provisions: 1. City of Santa Ana, its City Council,officers, officials, employees,agents, and volunteers are to be covered as additional insureds, under Company's CGL, and E&O policies, with respect to liability arising out ❑f work operations performed by or on behalf of Consultant including materials,parts, and equipment furnished in connection with such work or operations. 2. To the extent permitted by law, Consultant's Insurance companies agree to waive all rights of Page 3 of'10 subrogation against City, its City Council, its officers,officials, employees,agents and volunteers for losses paid under the terms of any policy which may arise from work performed by Consultant for City. 3. For any claims related to this Agreement,Consultant's insurance coverage shall be primary and any insurance or self insurance maintained by City,its City Council,officers,officials,employees, agents,or volunteers shall not contribute with it, 4, A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought,except with respect to the insurer's limits of liability. S.Each insurance policy required by this clause shall provide that coverage shall not be canceled, suspended,voided,reduced in scope or in limits,non-renewed by the carrier,or materially changed except after thirty (30) days prior written notice has been given to City and ten (10) days prior written notice of policy cancellation or non-renewal due to non-payment. Such notice may be provided by Consultant in accordance with the notice requirements of this Agreement. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Jonathan Dhauw,20 Civic Center Plaza,Santa Ana CA 92701.The name and location of project must be indicated in the Description of Operations section of each certificate, Self-Insured Retentions Self-insured retentions must be declared to and approved by the City.City may require Consultant to provide proof of ability to pay loss and related investigations,claim administration,and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California. with a current A.M.Best rating of no Iess than A-.VII, unless otherwise acceptable to CITY. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them.City reserves the right to require complete,certified copies of all required insurance policies,including endorsements,required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1.The retroactive date trust be shown and must be before the execution date of the contract. 2, Insurance must be maintained and evidence of insurance must be provided for at least-three(3) years after completion of work. 3.If coverage is cancelled or non-renewed,and not replaced with another claims-made policy farm with a retroactive date prior to the contract effective, or start of work date, Consultant must Page 4 of 10 purchase extended reporting period coverage for a minimum of three(3) years after completion of work. Sub-Contractors Consultant shall require and verify that all sub-contractors maintain insurance meeting all requirements stated herein, Failure to Maintain Insurance Coverage If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this contract, the same shall be deemed a material breach of contract. City, at its sole option,may terminate this contract at any time and obtain damages from Consultant resulting from said breach. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience,insurer,coverage,or other circumstances. 8. INDEMNIFICATION Consultant agrees indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation,restitution,judicial or equitable relief to the extent caused by personal injury, including death, and claims for property damage, which to the extent caused by the negligent operations of the Consultant, its subcontractors, agents, employees,or other persons acting on its behalf which relates to the services described in section I of This Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief tp the extent caused by the material breach of this Agreement. The Consultant further agrees to indemnify, hold harmless, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,,just compensation, restitution,judicial or equitable relief due to personal or property rights to the extent caused by the material breach of this Agreement.Notwithstanding the foregoing,to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 27818,to claims that arise outof,pertain to,or relate to the negligence,recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement.Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services,expenditures,and disbursements charged to Page 5 of 10 the City for a minimum period of three (3)years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, dociunetits, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary,Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own informations of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality, (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFIJCT OF INTER, T CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect,which would conflict in any.manner with performanco of services specified under this Agreement. 13. NON-DISCRIMMATION Consultant shall not discriminate because of race, color,creed,religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age,national origin, ancestry, or disability,as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms Page 6 of 10 of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City.Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party,which is not embodied herein. I.S. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed.by City personnel or by other contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination,subject to the following conditions; a. As a condition of such payment,the Executive Director may require Consultant to deliver to the City all work products) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach,failure, right or remedy.No waiver of any breach,failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifics. 18. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be detertnined and governed by the laws of the State of California. Both parties further agree that Orange County, California,shall be the venue for any action or proceeding that may be brought or Page 7 of 10 arise out of, in connection with or by reason of this Agreement. 19. PROM SSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California,the City of Santa.Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 20. NOTICE Any notice,tender, demand,delivery,or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivercd in person or trailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section,to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza(M-30) P.O.Box 1988 Santa Ana,CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director,Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O.Box 1988 Santa Ana,California 92702 Fax: 714-647-5635 To Consultant: Woolpert,Inc. 4454 Idea.Center Blvd, Suite 100 Dayton OH.4.5430 Fax: 937-461-0743 A party may change its address by giving notice in writing to the other party. Thereafter, Page 8 of 10 any communication shall be addressed and transmitted to the new address. Cf sent by mail, communication shall be effective or deemed to have been given three(3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,weekends, federal,state,County or City holidays shall be excluded, 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in tho event that such authority or power is not,in fact, held by the signatory or is withdrawn. b. All Exbo'bits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ahr ATTEST: _ _ "Ntifiez ennifer Cit r City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney DiuMlysignedL7 John Tohn Cesm+ck Le f�l 'yam ( ' � Ce5tf11C�C 1ale:l0-CSCa!3 B y. 1 13 a1:4S-6506' Kyle,�ellesen �i "John Cestnick Assistant City Attorney Vice President RECOMMENDED FOR APPROVAL: Digitally signed by Nabil Saba "Daabll1025 te:2025.02.'I 9 08:54:13-08'00' Nabii Saba Executive Director Public Works Agency Page 10 of 10 EXHIBIT A CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Consultant shall perform services as set forth below. The City of Santa Ana is in need of a Trimble Cityworks support Consultant that shall assist the City with Cityworks related tasks, including but not limited to: • On-call support for Cityworks system errors and issues. • Assisting with Cityworks system version upgrades. • Configuring new asset types, work orders, inspections, and service requests. • Assisting with the creation of new GIS data for use as assets inside Cityworks. • Support Cityworks system expansion to other divisions in the City via separately quoted implementation projects (project-based pricing). • Making modifications and improvements to reports and data management. • User/role permission configuration changes. • Import/Export of data (Cityworks information, GIS data, etc.). • Updates to existing configurations and forms. • Configuring custom reports in Crystal Reports and ArcGIS Dashboards. • Cityworks Integration support for future City 311 applsystem. • On-site and remote training and staff deployment support. • Support for onboarding new City contractors, including training and form and dashboard configuration as well as limited QAQC of data entry as requested. • Other Cityworks support as needed. The City desires a consultant that shall provide remote support assistance, including meeting with City GIS Staff and other Cityworks system users, discussing software capabilities and enhancements, and answering questions. For project related work, the City may require on-site training or on-site meetings with staff(depending on project requirements). For on-call support, the City requires pricing based on hourly rates for time and materials. For more involved projects, the City also requires project-based pricing options. The Consultant must have extensive knowledge of the Trimble Cityworks platform and have multiple years of experience supporting public-sector clients. The consultant shall provide references from three recent public sector clients with a contract date within the last five years. City of Santa Ana RFP 24-129 Page 15 of 30 EXHIBIT B Cost Proposal n O Z] O N N i - . r' 1A1 Cost Proposal Woolpert presents the following proposed hourly rates for the labor categories frequently required for this type of remote Cityworks Technical Support contract. Resource Category Hourly ates Program Director $258.00 Senior Project Manager $240.00 Project Manager $210.00 Cityworks SME $225.00 Lead Analyst $195.00 Mid-Level Analyst $170,00 Support Analyst $140,00 Lead Developer $235.00 Mid-Level Developer $185.00 Developer $170.00 GIS SME $225.00 GIS Specialist $185.00 GIS Technician $150.00 Clerical $85.00 Please note: • Hourly rates are valid for remote support services for the first three years of the contract. • Woolpert understands that on-site or project work would be priced and authorized as a lump-sum project fee. CITY OF SANTAANA I TRIMBLE CITYwORK5 CONSULTANT SERVICES 17 F ATE(MMIDOIYYYY) CERTIFICATE OF LIABILITY INSURANCE 0312,112025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). d PRODUCER CONTACT T} NAME: Aon Risk Services Northeast, Inc. New York NY Office (AC.N.Eatk (866) 283-7122 (T1A`XC.No.): C00) 363-0105 n One Liberty Plaza E-MAIL = 165 Broadway, Suite 3201 ADDRESS: New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Underwriters at Lloyds 32727 WOOlpert Inc. INSURERS: The charter Oak Fire Insurance Company 25615 4454 Suitei100a [enter Boulevard INSURERC; The Phoenix insurance Company 25623 Dayton OH 45430 USA INSURERD: Travelers Property Cas Co of America 25674 INSURER E: Endurance American Specialty Ins Co. 41718 INSURER F: COVERAGES CERTIFICATE NUMBER: 570111688666 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADOL SUBIR POLICY EFF POLICY EXP L7R TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYYI IMMIODNYYYI LIMITS n X COMMERCIAL GENERAL LIABILITY P630OR56138000F25 03/01/2025 03/01 2 226 EACH OCCURRENCE $1,000,000 CLAIMSMADE El OCCUR PREMISES(Eao cursencey $1,GOO,000 MED EXP(Any one person) s1s,000 PERSONAL&AUV INJURY $1,000,000 Ct GEll]'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 4fl �I m POLICY I XIPE� LOG PRODUCTSCOMPlOP AGG $2,000,000 OTHER: 0 n r AUTOMOBILE LIABILITY 810-2w2O6561-25-43-G 03/01/2025 03/01/2026 COMBINED SINGLE LIMIT rn (Ea accident) $1,000,000 x ANY AUTO HOMILY INJURY{Per person) O SCHEDULED OWNED BODILY INJURY{Per accident) Z ADTDS AUTOS ONLY N HIREDAUTOS NON-OWNED PROPERTY DAMAGE ;y ONLY AUTOSONLY (Peraxidentl O L= X Cull&Cum Cad t,WU U D X UMBRELLA LIAR OCCUR CUP2w73426525NF 03/01/2025 03/01/2026 EACH OCCURRENCE $10,000,060 V X EXCESS UAB CLAIMS-MADE AGGREGATE $10,000,00 DED I x IRETENTION $10,000 C WORKERS C EMPLOYER SOMAPBELSAION AND UB4w7689952543E 03/01/2025 03/01/2026, X PER STATUTE CTIi- ITY YiN ER ANY PROPRIETOR PARTNER!EXECUTIVE EL.EACH ACCIDENT $1 000,000 OFFICERIMEMBER EXCLUDED? N NIA (Mandatory In NHj E_L DISEASE-EA EMPLOYEE $1,ow,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A E&O - Professional Liability PSDFF2501124 03/01/2055 03/01/202(i Per Claim/Aggregate $5,000,000_ Primary Clms Mid - Prof/Pollution Deductible $750,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached it more space is required) RE: PR03 #78392 - REP #17-101. City of Santa Ana, its City council, officers, officials, employees, agents and volunteers an representatives are included as Additional insured in accordance with the policy provisions of the General Liability, Automobile Liability and Professional Liability policies. General Liability policy evidenced herein is Primary and �+ Non-Contributory to other insurance available to Additional insured, but only in accordance with the policy's provisions. A7 waiver of Subrogation is granted in favor of City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers and representatives in accordance with the policy previsions of the General Liability, Automobile Liability, Professional Liability and workers' compensation policies. Should General Liability, Automobile Liability, Umbrella Liability CERTIFICATE HOLDER APPROVED CANCELLATION By TO Tram Nguyen at 3:42 pin,Mar 24,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCURDANCE WITH THE POLICY PROVISIONS. Digitally sign City of Santa And Tu Tr bYTuTan AUTHORIZED REPRESENTATIVE Risk Management Division, 4th Floor N4,1Rn Sri 20 civic Center Plaza Nguyen nalkaDzs➢ a Santa Ana CA 92702 USA ts:42;41-o71 o' r1a Cfi` J -SIZ_ OO 1988-2015 ACORD CORPORATION.All rights reserved ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000074145 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSUREO Aon Risk services Northeast, Inc. Woolpert Inc. POLICY NUMBER see certificate Number: 570111588666 CARRIER NAIL CODE see certificate Number: 570111598666 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liabil[ty Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSR POLICY POLICY ADDL SUOR POLICYNUMI]ER EFFECTIVE EXPIRATION DATE LIMITS LTR TYPEOFINSURANCE INSO WVD DATE (IYIMIDDlYYYYI OTHER E cyber Liability cTo3008O945100 03/01/2025 03/01/2026 Per $5,000,000 claims Made claim/Aggrege SIR applies per policy to ms & Condit ons SIR $100,000 ACORD 101(2008101) ®2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks oFACORD AGENCY CUSTOMER ID: 570000074145 LOC#: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. woolpert Inc. POLICY NUMSER See Certificate Number: 570111588666 CARRIER NAIC CODE See Certificate Number: 570111588666 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional CescrlpAlon of Operations I Locations/Vehlclas: and workers' Compensation policies be cancelled before the expiration date thereof, the policy provisions of each policy will govern how notice of cancellation may be delivered to certificate holders in accordance with the policy provisions of each policy. ACORD 101(2008101) V 2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT .C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL. PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE--GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness, The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II -- COVERED Other Insurance, of SECTION IV -- BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos" you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos (2} Any covered "auto" hired or rented by Liability Coverage, but only for damages to which your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 0 2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- tions. Insured, of SECTION II -- COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (i1) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (ill We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- graph C., Limits Of Insurance, of 2. The fallowing replaces Paragraph A.2.a.(4), SECTION II — COVERED AUTOS of SECTION II -- COVERED AUTOS LIABIL- ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $540 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph 13.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less you lease, hire, rent (c) This insurance is not a substitute for re- and that is not an "auto" y quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto", local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage, this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a, does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE--GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced, The following is added to Paragraph A.2,a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "lass" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of $7S0 for any one"accident". (b) A partner(if you are a partnership); (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the"accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5„ Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered"auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph AA., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION 111 — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the"accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 lncfudes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 O 2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS plies only to such "bodily injury" or "property AN INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a riod of time for which the "written contract re- written contract requiring insurance"to include as quiring insurance" requires you to provide an additiona I insured on this Coverage Part, but: such coverage or the end of the pol icy period, whichever is earlier. a. Only with respect to liability for "bodily injury", "property damage"or"personal injury"; and 2• The following is added to Paragraph 4.a. of SEC- b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which the "written contract is excess ce°, ver a r y rand an collectible " terin- requiring insurance applies. The person or primary, excess, contingentor organization does not qualify as an additional on any other basis, that is available to the addi- insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization . specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- e. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations 'other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be li mited to the limits of liability required ance provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible 'other insur- This endorsement shall not increase the li mits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any "other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written "written contract requiring insurance" specifi- notice as soon as practicable of an "occur- cally requires you to provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur- claim. To the extent possible, such notice ance provided to the additional insured ap- should include: CG D4 14 04 08 ©2008 The Travelers Companies,Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the 'occurrence" any provider of other insurance which would or offense took place; cover the additional insured for a loss we ii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- iii. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the 'occurrence" or ance available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against the additional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- must: tion: 1. Immediately record the specifics of the "Written contract requiring insurance" means that claim or"suit" and the date received; and part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit" as "property damage" occurs and the "personal in- soon as practicable. jury" is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or "suit", cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect;and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 cO 2008 The Travelers Companies,Inc. CG D4 14 04 08 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured—Unnamed Subsidiaries Entities— Permits Or Authorizations Relating To C. Who Is An Insured —Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities -- Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition -- Limited Liability Companies Professional Liability F. Blanket Additional Insured —Controlling Interest M. Blanket Waiver Of Subrogation—When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraftthat you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or propertyfor a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries,other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 0 2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance, of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising out of providing or failing to provide first aid persona[ and advertising injury caused by an or"Good Samaritan services" by any of your offense committed: retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% i n such subsidiary; or retired partners, members, directors or b. After the date, if any,during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or"Good Samaritan services"during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "personal injury": a. A limited liability company; (a) To e to your current or retired b. An organization other than a partnership, artnrs or members (if joint venture or limited liability company; or partnership or joint ventureu) toa your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other current or retired directors or govern its structure. "employees" while in the course of his or C. WHO IS AN INSURED—RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2, of or to your other "volunteer workers" while performing duties related to the SECTION II—WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker" as a consequence of or while performing duties related to the conduct Paragraph(2)(a) above; of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) 'Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members (if you are a limited liability company) or services. to your current directors; (3) "Property damage"to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or director as a consequence of Paragraph (b) Rented to,in the care,custody or control direct above; of, or over which physical control is being exercised for any purpose by; (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 CD 2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED -- EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS -- BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS,DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company;or SECTION II—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not C. A trust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1, The following is added to SECTION II --� workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED—NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II--WHO IS AN INSURED: a. Such financial control;or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which you maintain an ownership interest of more premises leased to or occupied by you. than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition operations performed by or on behalf of such a. Coverage under this provision is afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of or form the organization or the end SECTION 11 --WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 da ys The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization;and respect to its liability as mortgagee, assignee, successor or receiverfor"bodily injury","property c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage." or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. An "bodily injury", " rope damage"e" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED -- DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II —WHO IS medical services", first aid or "Good Samaritan services" to a person, unless AN INSURED: you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II -- WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs 1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 O 2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for"bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees"or "volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan services"during their work hours for you SECTION III—LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000;or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services" to any one person will be deemed to be one "occurrence". The following is added to Paragraph 4.b„ 4. The following exclusion is added to Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I -- CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured. 5. The following is added to the DEFINITIONS OR AGREEMENT Section: The following is added to Paragraph 8.,Transfer "Incidental medical services"means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related furnishing of food or beverages; or agreement to waive that insured's right of recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances, because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION 1V — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG 03 79 02 19 0 2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 (9 2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II —WHO IS AN (a) The Additional Insured — Owners, Les- INSURED: sees or Contractors — Scheduled Person Any person or organization that: or Organization endorsement CG 20 10 a. You agree in a written contract or agreement to 07 04 or CG 20 10 04 13, the Additional include as an additional insured on this Coverage Insured — Owners, Lessees or Contrac- Part; and tors — Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 0413, b. Has not been added as an additional insured for or both of such endorsements with either the same project by attachment of an endorse- of those edition dates;or ment under this Coverage Part which includes such person or organization in the endorsement's (b) Either or both of the following: the Addi- schedule; tional Insured—Owners, Lessees or Con- tractors — Scheduled Person Or organi- is an insured, but: zation endorsement CG 20 10, or the Ad- a. Only with respect to liability for "bodily injury" or ditional Insured — Owners, Lessees or "property damage" that occurs, or for "personal Contractors — Completed Operations en- injury" caused by an offense that is committed, dorsement CG 20 37, without an edition subsequent to the signing of that contract or date of such endorsement specified; agreement and while that part of the contract or the person or organization is an additional in- agreement is in effect; and sured only if the injury or damage is caused, b. only as described in Paragraph (1), (2) or(3) be- in whole or in part, by acts or omissions of low,whichever applies: you or your subcontractor in the performance (1) If the written contract or agreement specifical- of"your work"to which the written contract or ly requires you to provide additional insured agreement applies;or coverage to that person or organization by (3) If neither Paragraph(1) nor(2) above applies: the use of: (a) The person or organization is an addi- (a) The Additional Insured — Owners, Les- tional insured only if, and to the extent sees or Contractors — (Form B) endorse- that, the injury or damage is caused by ment CG 20 10 11 85;or acts or omissions of you or your subcon- (b) Either or both of the following: the Addi- tractor in the performance of "your work" tional Insured—Owners, Lessees or Con- to which the written contract or agree- tractors — Scheduled Person Or Organi- ment applies; and zation endorsement CG 20 10 10 01, or (b) Such person or organization does not the Additional Insured —Owners, Lessees qualify as an additional insured with re- or Contractors -- Completed Operations spect to the independent acts or omis- endorsement CG 20 37 10 01, sions of such person or organization. the person or organization is an additional in- The insurance provided to such additional insured is sured only if the injury or damage arises out subject to the following provisions: of"your work" to which the written contract or a. If the Limits of Insurance of this Coverage Part agreement applies; shown in the Declarations exceed the minimum (2) If the written contract or agreement specifical- limits required by the written contract or agree- ly requires you to provide additional insured ment, the insurance provided to the additional in- coverage to that person or organization by sured will be limited to such minimum required the use of: limits. For the purposes of determining whether CG D6 04 02 19 C]2017 The Travelers Indemnity Company.Ail rights reserved, Page 1 of 2 COMMERCIAL GENERAL LIABILITY this limitation applies,the minimum limits required result in a claim. To the extent possible, such by the written contract or agreement will be con- notice should include: sidered to include the minimum limits of any Um- (a) How, when and where the "occurrence" brella or Excess liability coverage required for the or offense took place; additional insured by that written contract or (b) The names and addresses of any injured agreement. This provision will not increase the persons and witnesses; and limits of insurance described in Section III--Limits Of Insurance. (c) The nature and location of any injury or b. The insurance provided to such additional insured damage arising out of the "occurrence" or does not apply to: offense. (1) Any "bodily injury", "property damage" or (2) If a claim is made or "suit" is brought against "personal injury" arising out of the providing, the additional insured: or failure to provide, any professional archi- (a) Immediately record the specifics of the tectural, engineering or surveying services, claim or"suit"and the date received; and including: (b) Notify us as soon as practicable and see (a) The preparing, approving, or failing to to it that we receive written notice of the prepare or approve, maps, shop draw- claim or"suit"as soon as practicable. ings, opinions, reports, surveys, field or- (3) Immediately send us copies of all legal pa- ders or change orders, or the preparing, pers received in connection with the claim or approving, or failing to prepare or ap- "suit", cooperate with us in the investigation prove,drawings and specifications;and or settlement of the claim or defense against (b) Supervisory, inspection, architectural or the"suit",and otherwise comply with all policy engineering activities. conditions. (2) Any "bodily injury" or "property damage" (4) Tender the defense and indemnity of any caused by "your work" and included in the claim or "suit" to any provider of other insur- "products-completed operations hazard" un- ance which would cover such additional fin- less the written contract or agreement specifi- sured for a loss we cover. However, this con- cally requires you to provide such coverage dition does not affect whether the insurance for that additional insured during the policy provided to such additional insured is primary period. to other insurance available to such additional c. The additional insured must comply with the fol- insured which covers that person or organiza- lowing duties: tion as a named insured as described in Par- (1) Give us written notice as soon as practicable agraph 4., Other Insurance, of Section IV — of an "occurrence" or an offense which may Commercial General Liability Conditions. Page 2 of 2 ©2017 The Travelers Indemnity Company.All rights reserved. CG D6 04 02 19 TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE HARTFORD CT 06163 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) - ool POLICY NUMBER: UB-4W768995-25-43-E 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: 03-19-25 STASSIGN: PAGE 1 OF Policy Number PSDEF2501124 Upon the Underwriters request,the Insured shall assist in making settlements,in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of acts,errors or omissions or Pollution Conditions with respect to which insurance is afforded under this Policy; and the Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not admit liability, make any payment, assume any obligations, incur any expense,enter into any settlement,stipulate to any judgment or award or dispose of any Claim without the written consent of the Underwriters. Except as provided for in Clause II.B., expenses incurred by the Insured in assisting and cooperating with the Underwriters, as described above, do not constitute Claims Expenses and are not reimbursable under the Policy. XIX. ACTION AGAINST THE UNDERWRITERS No action shall lie against the Underwriters unless, as a condition precedent thereto, the Insured shall have fully complied with all of the terms of this Policy, nor until the amount of the Insured's obligation to pay shall have been fully and finally determined either by judgment against them or by written agreement between them, the claimant and the Underwriters. Nothing contained herein shall give any person or organization any rightto join the Underwriters as a party to any Claim against the Insured to determine their liability, nor shall the Underwriters be impfeaded by the Insureds or their legal representative in any Claim. XX. SUBROGATION In the event of any payment under this Insurance, the Underwriters shall be subrogated to all the Insureds'rights of recovery therefore against any person or organization, and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. The Underwriters agrees to waive its rights of recovery against any client of the Named Insured for a Claim which is covered pursuant to Insuring Clause I.A. and/or I.B. of this Policy to the extent the Named Insured had, prior to such Claim, a written agreement to waive such rights. Any recoveries shall be applied first to subrogation expenses,second to Damages and Claims Expenses paid by the Underwriters, and third to the Each Claim Deductible. Any additional amounts recovered shall be paid to the Named Insured. XXI. ENTIRE AGREEMENT By acceptance of this Policy, all Insureds agree that this Policy embodies all agreements existing between them and the Underwriters relating to this Insurance. Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Underwriters from asserting any right under the terms of this Policy; nor shall the terms of this Policy be waived ❑r changed, except by written endorsement issued to form a part of this Policy, signed by the Underwriters. XXII. VALUATION AND CURRENCY All premiums,limits,deductibles, Damages and other amounts under this Policy are expressed and payable in the currency of the United States. If judgment is rendered, settlement is denominated or another element of Damages under this Policy is stated in a currency other than United States dollars or if Claims Expenses are paid in a currency other than United States dollars, payment under this Policy shall be made in United States dollars at the rate of exchange published in the Wall Street Journal on the date the judgment becomes final or payment of the settlement or other element of Damages is due or the date such Claims Expenses are paid. Risk Details-Wording Page 24 of 74 A0840831 6/2/2025 12:29 PM Policy Number P8DEF=2501124 8. liquidated damages to the extent that such damages exceed the amount for which the Insured would have been liable in the absence of such liquidated damages agreement; 9. any amounts for which the Insured is not liable, or for which there is no legal recourse against the Insured;or 10. matters deemed uninsurable under the law pursuant to which this Policy shall be construed. M. "Insured"shall mean: 1. the Named Insured; 2, a director or officer of the Named Insured, but only with respect to the performance of his or her duties as such on behalf of the Named Insured; 3. an employee or Temporary Employee of the Named Insured, but only for work done while acting within the scope of his or her employment and related to the conduct of the Named Insured's business; 4. a principal if the Named Insured is a sole proprietorship, or a partner if the Named Insured is a partnership, but only with respect to the performance of his or her duties as such on behalf of the Named Insured; S. any person who previously qualified as an Insured under 2, 3 or 4 above prior to the termination of the required relationship with the Named Insured, but only with respect to the performance of his or her duties as such on behalf of the Named Insured; 6. the estate, heirs, executors, administrators, assigns and legal representatives of any Insured in the event of such Insured's death, incapacity,insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Insurance; 7. the Named Insured with regard to its participation in a joint venture, but solely for the Named Insured's liability that arises out of an act, error or omission in rendering or failing to render Professional Services by the Named Insured or for a Pollution Condition that arises out of the rendering of or failing to render Professional Services or the performance of or failing to perform Contracting Services by the Named Insured; and 8. solely with respect to Insuring Clause I.B., the client for whom the Named Insured renders or rendered Professional Services or performs or performed Contracting Services, provided that a written contract or agreement is in effect between the Named Insured and the client requiring the client to be an additional insured under the Named Insured's architects, engineers and contractors pollution liability policy. However, such clients are covered under Insuring Clause I.B. of this Policy solely with respect to Damages and Claims Expenses arising from Professional Services rendered or Contracting Services performed by or on behalf of the Named Insured and are not covered for any Damages and Claims Expenses arising from the client's own acts, errors or omissions. Clients of the Named Insured are covered under Insuring Clause I.B. of this Policy,subject to Clause Vill.,only for the Limits of Liability required by the written contract or agreement. N. "Malicious Code" means any virus, Trojan Horse, worm or other similar software program,code or script intentionally designed to insert itself into computer memory or onto a computer disk and spread itself from one computer to another. Risk Details-Wording Page 11 of 74 A0840831 612/2025 12:29 PM