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HomeMy WebLinkAboutHUITT-ZOLLARS, INC. (7)INSURANCE ON FILE WORK MAY PROCEED JNTIL INSUR NCE EXPIRES A-2025-018-04 9 LK 'ITY CLERK A"- MAY 2 0 2015 AGREEMENT WITH HUITT-ZOLLARS, INC. TO PROVIDE ON -CALL WATER RESOURCES ENGINEERING SERVICES 0; �Y* C� THIS AGREEMENT is made and entered into on this 18TH day of February, 2025 by and between )OSt 00VNi'011t itt-Zollars, Inc., a Texas corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On June 25, 2024, the City issued Request for Proposals No. 24-083, by which it sought Consultants to provide on -call water resources engineering services on behalf of the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 24-083 and attached as Exhibit A. Consultant's proposal shall be incorporated by reference as though fully attached here to this Agreement. C. Consultant was selected as one of nine (9) vendors which qualified for this engagement. Only those consultants approved by the City Council on February 18, 2025 shall be eligible to be engaged by the City for these services. D. 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: SCOPE OF SERVICES On an on -call basis, and the City's sole discretion, 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 Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of nine (9) consultants selected under RFP 24-083. The total compensation for these services provided by all such consultants selected under RFP 24-083 shall not exceed the shared aggregate amount of Two Million Dollars ($2,000,000) during the term of the Agreement, Page 1 of 9 #2010299vl including any extension periods b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive 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 license 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. Page 2 of 9 #2010299vl 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and 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 above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid Page 3 of 9 #20t0299vt under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its 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. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses 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 less 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) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, 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. 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 special circumstances. INDEMNIFICATION Consultant agrees to defend, and shall 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 arising out of claims for personal injury, including death, and claims for property damage, which may arise from the Page 4 of 9 #2010299v1 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, 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 arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 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 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. S. 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. 9. 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 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, documents, 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. 10. 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 information 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 Page 5 of 9 #2010299vI 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. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION 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. 13. 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 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. 14. 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 Consultants retained by City. Page 6 of 9 #2010299v1 15. 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 product(s) 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. 16. 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 specifies. 17. 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 determined 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 arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL 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. 19. 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 delivered in person or mailed 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: Page 7 of 9 #2010299vl To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 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 To Consultant: Huitt-Zollars, Inc. Attn: Miguel Hernandez, Vice President/Project Manager 2603 Main St., Ste. 400 Irvine, CA 92614 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If 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. 20. 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 the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Page 8 of 9 #2010299vl IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Kyle I esen Assis t City Attorney RECOMMENDED FOR APPROVAL: Digitally signed by N a b i l Saba DDae'' 2025.01.29 13:30:55-08'00' Nabil Saba, P.E. Executive Director Public Works Agency CITY OF ANTA AN lvaro Nunez City Manager HUITT-ZOLLARS, INC. Miguel Hernandez, PE, PLS, QS /D P Vice President/Project Manager Page 9 of 9 #2010299vl EXHIBIT A SCOPE OF SERVICES #2010299v1 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Contractor/Consultant shall perform services as set forth below. INTRODUCTION/BACKGROUND The City of Santa Ana intends (City) to select several qualified firms to provide professional services for a variety of projects and programs on an as -needed or "on -call' basis. Each firm selected will enter into a Professional Services Agreement to provide such services. Throughout the term of the Professional Services Agreement, the City may request task order proposals for individual projects and/or programs as the need for such services arises. The task order proposal fee shall be based on the hourly rates provided by the firm in response to this RFP. If a task order proposal is selected, a Notice -to -Proceed will be issued based on an agreed -upon specific scope of services and fee for that task order. The firm may utilize in-house staff and/or sub -consultants to complete each task order. For specialized work for which the prime consultant shall require a sub -consultant, the prime consultant shall serve as an administrative liaison between the City and the sub -consultant, and include these administrative costs in their proposed project management fees. Prime consultant mark-ups for sub -consultant work will not be allowed. SCOPE OF SERVICES Provide professional engineering services for planning, design, and construction support for domestic water, recycled water, sanitary sewer, storm sewer, and related facility projects. In general, each task order shall include, at minimum, the following project management services: • Project Schedule Create schedules with the critical milestones for the major tasks involved in a project. Update the schedule monthly, or more often, as required by the City. Schedules shall be submitted in PDF format unless other format is requested by the City. • Meetings Attend meetings and/or job walks, as requested by the City. Prepare meeting agendas and meeting minutes. EXHIBIT I - 1 CITY OF SANTA ANA • Monthly Project Status Report Prepare Monthly Project Status Reports that show an accurate accountability of work effort rendered and a continuous appraising and monitoring of both work progress and financial conditions on a project. The fee for project management services, including time and related expenses, shall be included in each task order proposal. Firms may propose on any category listed below (1-5). The services to be performed may include, but shall not be limited to, the following: 1. PLANNING, RESOURCES, AND DESIGN Provide water engineering services to conduct water capital improvement projects, which may involve one or multiple disciplines, including planning studies, hydraulic modeling, feasibility studies, design of pipelines, wells, pump stations, pressure regulating stations, reservoirs, water quality and water treatment, waste and recycled water quality and treatment, hydrogeology, engineering support during construction, and encompassing associated services such as Architecture, Structural, Civil, Mechanical, HVAC, Landscape Architecture, Geotechnical, Environmental, Electrical, Instrumentation, and Control. a. Planning Studies and Feasibility Studies Provide engineering, financial, and planning services to perform pipeline alignment and facility siting studies, water system planning studies, recycled water system planning and feasibility studies, water demand and supply studies, rate studies, asset management, and other studies that may be required in water system planning. Provide consulting services related to water resources and conservation. Studies may include water supply assessments, water supply verifications, urban water management plans, water use surveys and others studies that may be required for water resources and conservation programs b. Hydraulic Modeling Perform Water System Master Planning including Comprehensive Studies, Hydraulic Analysis, Transient Analysis, Fire Flow Analysis, and Flow Optimization. c. Condition Assessment Provide comprehensive condition assessment of the City's water system, including seismic, structural, security and vulnerability. Assessment of the structural integrity of the pipe shall include identifying leaks, pipe damage, pipe defect, loss of pipe wall thickness due to corrosion or erosion, etc., along the length of the pipe. Provide reports and memorandums with maps and exhibits as required to detail results of the study including likelihood of failure, risk and consequence of failure. Reports and/or technical memorandums shall also include detailed explanation of data collected and used for the study, any assumptions made as well as recommendations for short-term and long-term risk mitigation strategies. EXHIBIT I - 2 CITY OF SANTA ANA d. Design Services Provide consulting services for the design of water facilities, including water wells, pump stations, pressure regulating stations, reservoirs, water quality and treatment, water mains, recycled water supply and distribution facilities, associated appurtenances, as well as other related components of the facilities such as buildings, landscape, grading, drainage, etc. for a complete and operative project. e. Other Related Services Provide other related services including, but not limited to, the following: i. Architecture Provide consulting services for architectural design, architectural renderings, line - of -sight analyses, building sections, code interpretation issues and other architectural related issue. ii. Structural Provide consulting services for structural investigations of the City's existing facilities, seismic analysis, miscellaneous structural calculations, and design on the City's existing and proposed systems and structures. iii. Civil Provide consulting services for general engineering services as required for the project. Scope of work may include but is not limited to site design, street improvements, grading, drainage, preparation of Water Quality Management, Erosion Control, and Stormwater Pollution Prevention Plans, and related calculations and reports as necessary. iv. Mechanical, HVAC Provide consultation, engineering, and design services on modification, upgrade, and replacement of existing mechanical and HVAC systems, including piping, plumbing, support systems, controls, code interpretation, and related calculations as necessary. v. Landscape Architecture Provide consulting services for landscape architecture design, including landscape planting plans, renderings and views of proposed landscape plantings, and landscape installation inspection services. Provide consultation for irrigation system design and inspection. EXHIBIT I - 3 aCITY OF SANTA ANA vi. Geotechnical Engineering Services Conduct geotechnical investigations, including field explorations and tests, laboratory tests, and seismic investigations, to assess the general conditions of a project site area and prepare geotechnical reports of final design and construction recommendations. Field explorations may require drilling plans and classification of underlying soils and must be done under the supervision of a licensed geotechnical engineer or registered geologist. Investigations may include slope stability analysis of reservoir embankments, foundations, retaining walls, and dams and earthen dam monitoring and inspection to comply with California Department of Water Resources, Division of Safety of Dams (DSOD) and other City requirements. Provide seismic hazard analyses and site -specific seismic criteria, as needed, for project design. vii. Hydrogeology Provide consulting services on groundwater issues related to and including rehabilitation of existing potable water production wells, siting and design of new potable water production wells, destruction of inactive wells, evaluation of contamination plumes, and groundwater modeling. Evaluate the hydrogeology of proposed potable water production well sites and investigate proposed wells. Determine design parameters and requirements necessary to drill, operate, and maintain proposed wells; proposed well construction (casing diameter, locations of perforated intervals); and proposed operation of wells. Prepare Drinking Water Source Assessment and Protection (DWSAP) plans for proposed potable water production wells. Provide inspection, hydrogeologic analysis and recommendations during new potable water production well drilling and existing well destruction activities, including, but not limited to, on site consulting geologists, geological sampling and formation analysis, geophysical logging and interpretation, sieve analyses, final well construction recommendations, and quality assurance and assistance in achieving conformance with the construction specifications and applicable codes and standards. viii. Environmental Compliance Services Provide consulting services for the preparation of environmental documents and support studies to comply with California Environmental Quality Act (CEQA), which may include an Initial Study, Negative Declaration, Mitigated Negative Declaration, Addendum, or Environmental Impact Report, or Supplement or Subsequent EIR, National Environmental Policy Act (NEPA) when complying with federal grants, permit applications with support studies, aesthetic simulations, and other environmental compliance tasks that may be needed. EXHIBIT I - 4 aCITY OF SANTA ANA ix. Recycled Water Compliance Provide assistance with compliance requirements for recycled water treatment and distribution system monitoring and reporting. x. Electrical, Instrumentation & Control Services Provide consultation, engineering, and design services on modification, upgrade, troubleshooting, restarting, adjusting control settings, and replacement of existing electrical systems, including motor control centers, motor starters, electrical panels, and instrumentation and control systems, including SCADA systems. A. Engineering Support During Bidding and Construction Review and respond to RFI's and review and approve shop drawings submitted by contractor for conformance with the contract documents. Review progress reports and payments as required. Prepare supplementary sketches and details, as required, to resolve field construction problems that may be encountered. Provide project inspection as needed. Provide assistance in ensuring regulatory compliance, as needed. Prepare the "as constructed" corrections to the original drawings and specifications. Attend meetings on behalf of the City and assist in Public Relations, as needed. xii. Plan Check Services Provide consulting services for plan checking improvement plans to determine compliance with applicable standards, guidelines, policies, rules, ordinances, and codes. 2. CONSTRUCTION MANAGEMENT Provide construction management and inspection services during construction. The tasks of construction management and inspection shall include, but not be limited to: a. Construction Management and Coordination with Contractor Provide construction management and coordinate as needed for the project. Review and coordinate construction schedule and activities; conduct and attend meetings on behalf of the City. Provide permit compliance documentation, follow up, and support for all permits and clearances required on a project. The construction management team may also be asked to attend meetings and assist in maintaining public relations as needed. b. Project Administration Provide review of, recommend, and prepare change order(s) and/or extra work order(s) as needed on construction project. Coordinate and process RFI's and shop drawings submittals, and ensure construction conformance with the contract documents. Review and adjust progress pay estimates prepared and submitted by the contractor for conformance with the contract documents. EXHIBIT I - 5 "' CITY OF SANTA ANA c. Construction Inspection Provide construction inspection by qualified inspectors and maintain daily inspection reports, construction progress reports, and project logs, etc., of the progress of the construction work. Secure record drawing information from the construction contractor. Provide start-up support for a Project, including final acceptance testing, support, and final completion sign off. Prepare the Final Construction Report. 3. PIPELINE DESIGN Provide consulting services for the design of water mains, transmission mains, siphons and associated appurtenances. Provide preliminary and final design services including the preparation of plans, specifications, and cost estimates. Provide bidding assistance, construction support, and final as-builts as needed for projects. 4. ELECTRICAL, INSTRUMENTATION & CONTROL SERVICES Provide consultation, engineering, and design services on modification, upgrade, troubleshooting, restarting, adjusting control settings, and replacement of existing electrical systems, including motor control centers, motor starters, electrical panels, and instrumentation and control systems, including SCADA systems components, instrumentation, communication system components, security cameras, door/gate access controls, information technology for SCADA system and cybersecurity support for PLC/HMI/OIT software and custom applications for the City Water System. 5. GEOTECHNICAL ENGINEERING SERVICES Conduct geotechnical investigations, including field explorations and tests, laboratory tests, and seismic investigations, to assess the general conditions of a project site area and prepare geotechnical reports of final design and construction recommendations. Field explorations may require drilling plans and classification of underlying soils and must be done under the supervision of a licensed geotechnical engineer or registered geologist. Investigations may include slope stability analysis of reservoir embankments, foundations, retaining walls, and dams and earthen dam monitoring and inspection to comply with California Department of Water Resources, Division of Safety of Dams (DSOD) and other City requirements. Provide seismic hazard analyses and site -specific seismic criteria, as needed, for project design. Proposals shall explicitly state which category listed above (1-5) is being proposing on. If there are any exceptions to the core of requested services above, proposers shall list said exceptions in their proposal (matrix form). GENERAL REQUIREMENTS AND PROJECT DELIVERABLES The Consultant's services for plans specifications and estimates (PS&E) for engineering projects and special studies/investigations shall be in conformance, if applicable, with the following: Title 24 of the California Code of Regulations (California Building Standards Code), American Water EXHIBIT I - 6 (a CITY OF SANTA ANA Works Association, California Department of Transportation, Americans with Disabilities Act, City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and any other federal, state, or local guidelines required in the project. As part of the PS&E package, the Consultant shall prepare the special provisions pertaining to the items of work included in the plans that are not addressed on the latest editions of the applicable standards. The Consultant shall have complete responsibility for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City of Santa Ana for conformity with the requirements of the Agreement. Reviews by the City of Santa Ana DO NOT include detailed review or checking of design for the accuracy with which such designs are depicted in the documents and the plans. The documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked and dated, and having the maker and checker identified. The Consultant shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following: Project Management Plan- the consultant shall provide a detail management plan including information and coordination with other agencies to ensure compliance and completion of the (PS&E) packages. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The project management shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed • Deliverables • Quality Control/Quality Assurance (QA/QC) Plan Project Schedule/Invoicing Project Correspondence In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant shall submit the matter to the City for clarification. CITY RESPONSIBILITIES The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City EXHIBIT I - 7 (9) CITY OF SANTA ANA • Advertise, award, and administer of construction contract • Electronic files (sample plans & specifications, City of Santa Ana's CADD Standards) • Electronic files for title sheets and sheet borders • Facilitate meeting space and coordination and City facilities FEE PROPOSAL In addition to Section 111.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a Task Order proposal is requested of a consultant. All tasks orders shall include the staff title, hours, hourly rate and totals as related to the project. OTHER TERMS AND CONDITIONS 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non - Discrimination by Contractors" for each firm on their team. EXHIBIT 1 - 8 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable #2010299vl HUITT HZ ZOLLARS �Pwu i i�;rrs . + ...... y Illlltllllllllllll Y.p..fl. p Illlfifllllllllllll Illllfllllflllllll� 111111111111111111� �.� Illllllllllllllllf Illlilllflllllllll luunnlllnuu, _�� .IIIII1111111n1III rr` I a HUITT HZ ZOLLARS CORPORATE IDEOLOGY VISION To improve the environment in which we live, work, and play MISSION Delivering innovative solutions that enhance the built environment ® CORE VALUES • Innovative Solutions • Inclusive & Respectful Mindset • Consummate Integrity • Prosperous & Productive Workplace • Uncompromised Service • Entrepreneurial Employee -Ownership LISTEN + COLLABORATE + DELIVER = SHARED SUCCESS Huitt-Zollars is a national 100% employee -owned firm that provides solutions for the built environment. With offices that span east to west coast, we have the team and breadth of expertise to handle any project. We listen to our Clients' needs. All projects require a collaborative, focused approach to achieve innovative solutions for our Clients and the communities they serve. From residential developments, to bridges and roads, to world -class theme parks or the local bike trail, Huitt-Zollars delivers. As a result, we share in your success. When you want national expertise with a focused perspective, Huitt-Zollars puts you and your communities at the heart of our work. HUITr HZ ZOLLARS Southern California 2024 HOURLY RATE SHEET Engineering/Architecture Survey Principal $ 340.00 Survey Manager $ 290.00 Sr. Project Manager $ 315.00 Sr. Project Surveyor $ 230.00 Design Principal $ 260.00 Project Surveyor $ 160.00 QA Manager $ 250.00 Survey Technician $ 125.00 Project Manager $ 280.00 Sr. Civil Engineer $ 250.00 Sr. Structural Engineer $ 270.00 Survey Crews Sr. Mechanical Engineer $ 250.00 Sr. Electrical Engineer $ 250.00 1-Person Survey Crew $ 220.00 Civil Engineer $ 225.00 2-Person Survey Crew $ 315.00 Structural Engineer $ 200.00 3-Person Survey Crew $ 405.00 Mechanical Engineer $ 200.00 Electrical Engineer $ 200.00 Plumbing Engineer $ 200.00 Construction EIT $ 165.00 Sr. Architect $ 215.00 Construction Manager $ 180.00 Sr. NL Architectural Staff $ 200.00 Resident Engineer $ 165.00 Architect $ 200.00 Inspector/Owner's Representative $ 130.00 Architect Intern 3 $ 175.00 Sr. Project Representative $ 125.00 Architect Intern 2 $ 135.00 Resident Project Representative $ 100.00 Architect Intern 1 $ 120.00 Sr. Landscape Architect $ 225.00 Landscape Architect $ 160.00 Landscape Architect Intern $ 120.00 Administrative Sr. Designer $ 195.00 Sr. Project Support $ 125.00 Designer $ 160.00 Project Support $ 115.00 Sr. CADD Technician $ 145.00 CADD Technician $ 120.00 Interior Design Reimbursable Expenses Sr. Interior Designer $ 170.00 Consultants Cost + 10% Interior Designer $ 120.00 Other Direct Costs Cost + 10% Interior Designer Intern $ 105.00 Mileage IRS Standard Business Mileage Rate --Subject to Annual Escalation HUITT-ZOLLARS 36 CITY OF SAWA AM I RFP NO.21083 ON.CALL WATER RESOURCES ENGINEERING SERVICES 611 UP "Delivering innovative solutions that enhance the built environment:" 2603 MAIN STREET, SUITE 400 IRVINE, CA 92614 HUITT-ZOLLARS.COM ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE(MlWDD/YYYY) 3/11/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC 8144 Walnut Hill Lane, 16th Floor Dallas TX 75231 CONTACT SIBC Brimer PHONE FAX , 972-770-1689 Ac Na:972-376-8108 ADoaess: Stac .Brimer MarshMMA.Com INSURERS AFFORDING COVERAGE NAICB INSURER A: Hartford Casualty Insurance Company 29424 INSURED HUITTZOL 5430 LBJ F r Inc. 5430 LBJ Freeway, Suite 1500 INSURER B : Hartford Underwriters Insurance Company 30104 INSURER C : Hartford Fire Insurance Company 19682 INSURER D: Dallas TX 75240 INSURER E : INSURER F: UUVEHAGES CERTIFICATE NUMBER: 764411ORR RPVISnr1N NI INIRGR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICYEFF MWDDNYW POLICYEXP MWDDNYYV LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE IX]OCCUR 46UUNOL6HGL 9/1/2024 9/1/2025 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 X MED EXP (Anyone person) $10,000 Deductible: $0 PERSONAL&ADV INJURY $1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY Z JE0 lxl LOG GENERAL AGGREGATE $2,000,000 PRODUCTS -DOMP/OP AGO $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 46UENOL5276 9/1/2024 9/l/2025 EO COMBINEDSINGLE LIMB $1,000,000 X BODILY INJURY (Per person) $ ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS 1$ BODILY INJURY (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident X $ Coll$1k/$2k X Comp $ik/$2k A X UMBRELLALIAB X OCCUR 46XHUOL6HJF 9/1/2024 9/1/2025 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 EXCESS LIAB CLAIMS -MADE DED X I RETENTION $ B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNER/EXECUTIVE N OFFICERIMEMBEREXCLUDEDY N/A 46WEOL6HIG 9/1/2024 9/1/2025 X PER GTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A C A Hired Car Physical Dam: $100,000 Employee Theft Valuable Papers 46UENOL5276 KB 067367124 46UUNOL6HGL 9/1/2024 9/1/2024 9/1/2024 911/2025 911/2025 9/1/2025 Hired PD Comp/Coll Employee Theft Included in BPP Limit Ded $1,000/$1,000 Limit: $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached B more space is required) uguyen nn Tu i Additional Insured form #HG0001 edition 09/16 applies to the General Liability policy. TuT: n.os.,s Waiver of subrogation form #HG0001 edition 09/16 applies to the General Liability policy. Nguyen Ic:aa3s-wso Primary & Non -Contributory General Liability form #HG0001 edition 09/16. Waiver of subrogation form #HA99itional Insured form #HA9916 16 edition ion 112/2111appl es to he Automobileies to the Automobile Liabilitypolicy. APPROVED Primary & Non -Contributory Auto Liability form #HA9916 edition 12121. By Tu Tran Nguyen at 10:43 am, Mar 19, 2025 See Attached... City of Santa Ana - Attn: Clerk of the City Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana CA 92702-1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD CORPORATION. All rights reserved. ACUHU 25 (2U16/U3) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HUITTZOL LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 Of 1 AGENCY NAMED INSURED Marsh & McLennan Agency LLC Huitt-Zollars, Inc. 5430 LBJ Freeway, Suite 1500 POLICY NUMBER Dallas TX 75240 CARRIER I NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Waiver of subrogation forms #WC000313, #WC040306 and #WC420304B apply to the Workers Compensation policy. Additional Insured form #XL0003 edition 09116 applies to the Umbrella policy. Waiver of Subrogation form #XL0003 edition 09/16 applies to the Umbrella policy. Umbrella is follow form pursuant to form #XL0003 edition 09/16. Notice of Cancellation form #IH0307 edition 6/11 applies to the General Liability policy. Notice of Cancellation form IHO307 edition 06/11 applies to the Auto Liability policy. Notice of Cancellation forms #WC99 edition 03/94 and #WC990531 apply to the Workers Compensation policy. Notice of Cancellation form #IH0307 edition 6/1lapplies to the Umbrella Liability policy. The General Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the named Insured and the certificate holder that requires such status. The General Liability policy contains an endorsement with "Primary and NonContributory" wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Automobile Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Automobile liability policy includes waiver of subrogation wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Auto Liability policy contains an endorsement with "Primary and NonContributory' wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Umbrella policy includes additional insured endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Umbrella policy includes waiver of subrogation endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Worker's Compensation policy includes a waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability, Auto Liability, Worker's Compensation and Umbrella Liability policies include a blanket notice of cancellation to the certificate holder endorsement, providing for (30) days' advance written notice if the policy is canceled by the company, or 10 days' written notice before the policy is canceled for nonpayment of premium. Notice is sent to Certificate holders with mailing addresses on file with the agent or the company. The endorsement does not provide for notice of cancellation to the certificate holder if the named insured requests cancellation. RE: On -Call Water Engineering Services. Certificate Holder Includes: The City of Santa Ana, its officers, officials, employees, and volunteers. .....e. rOAnaln4x © 2008 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD POLICY NO. 46 UUN OL6HGL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY AMENDMENT OF THE DECLARATIONS - ADDITIONAL PERSONS OR ORGANIZATIONS DESIGNATED AS NAMED INSUREDS HUITT-ZOLLARS INC DFW CONSTRUCTION MANAGEMENT PARTNERS A TEXAS JOINT VENTURE COON ENGINEERING INC MORRIS ARCHITECTS INC HUITT-ZOLLARS/THOMPSON ENGINEERING CUNINGHAM & MORRIS A JOINT VENTURE HOSKIN-RYAN CONSULTANTS INC HZJV A JOINT VENTURE GAVAN & BARKER, INC. THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. FORM IH12040312T PRINTED IN U.S.A. PAGE 1.1 Named Insured: Huitt-Zollars, Inc. POLICYNUMBER: 46 UEN OL5276 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF THE DECLARATIONS ® ADDITIONAL PERSONS OR ORGANIZATIONS DESIGNATED AS NAMED INSUREDS The following person(s) or organization(s) are added to the Declarations as Named Insureds: HUITT ZOLLARS INC HUITT-ZOLLARS INC DFW CONSTRUCTION MANAGEMENT PARNTERS A TEXAS JOINT VENTURE COON ENGINEERING INC MORRIS ARCHITECTS INC HUITT-ZOLLARS/THOMPSON ENGINEERING CUNINGHAM & MORRIS A JOINT VENTURE HOSKIN-RYAN CONSULTANTS INC HZJV A JOINT VENTURE GAVAN & BARKER, INC. Form IH 12 04 03 12 © 2012, The Hartford Named Insured: Huitt-Zollars, Inc. POLICY NUMBER: 46 XHU OL6HJF tuy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF THE DECLARATIONS - ADDITIONAL PERSONS OR ORGANIZATIONS DESIGNATED AS NAMED INSUREDS The following person(s) or organization(s) are added to the Declarations as Named Insureds: HUITT ZOLLARS INC HUITT-ZOLLARS INC DEW CONSTRUCTION MANAGEMENT PARTNERS A TEXAS JOINT VENTURE COON ENGINEERING INC MORRIS ARCHITECTS INC HUITT-ZOLLARS/THOMPSON ENGINEERING CUNINGHAM + MORRIS A JOINT VENTURE HOSKIN-RYAN CONSULTANTS INC HZJV A JOINT VENTURE GAVAN & BARKER, INC Form IH 12 04 03 12 © 2012, The Hartford EXTENSION OF THE INFORMATION PAGE - ITEM 1 - NAMED INSURED Policy Number: 46 WE 01-61-11G Endorsement Number: Effective Date: 09/01/2024 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITTZOLLARS, INC. 5430 Lyndon B Johnson Fwy, Suite 1500 Dallas TX 75240 Item 1 of the Information Page is completed to include as named insured: Named Insured : Huitt-Zollars/Thompson Engineering State ID : Not Applicable FEIN : 26-2118777 DBA Name Not Applicable Named Insured : Hoskin -Ryan Consultants, Inc. State ID : Not Applicable FEIN : 86-0912779 DBA Name Not Applicable Named Insured: HUITT ZOLLARS, INC. State ID: ME:UAN-0779175000 FEIN : 75-1500178 DBA Name Not Applicable Named Insured : Gavan & Barker, Inc. State ID : Not Applicable FEIN : 20-5063330 DBA Name Not Applicable Named Insured : HZJV, A Joint Venture State ID : Not Applicable Form WC 99 03 65 Printed in U.S.A. Process Date: Policy Expiration Date: 09/01/25 FEIN : 20-4087807 DBA Name Not Applicable Named Insured : Cuningham + Morris, A Joint Venture State ID : Not Applicable FEIN : 47-5015554 DBA Name Not Applicable Named Insured: MORRIS ARCHITECTS, INC. State ID : Not Applicable FEIN : 76-0199271 DBA Name Not Applicable Named Insured: DFW CONSTRUCTION MANAGEMENT PARTNERS, A TEXAS JOINT VENTURE State ID : Not Applicable FEIN: 45-3111369 DBA Name Not Applicable Named Insured: COON ENGINEERING, INC. State ID : Not Applicable FEIN: 73-1225110 DBA Name Not Applicable Form WC 99 03 65 Printed in U.S.A. Process Date: Policy Expiration Date: 09/01/25 Named Insured: Huitt-Zollars, Inc. POLICY NUMBER: 46 UUN IL6HGL COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE EACH CONSTRUCTION PROJECT, INDIVIDUALLY AND SEPARATELY, OF THE NAMED INSURED AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. CG 25 03 05 09 C Insurance Services Office, Inc., 2008 Page 1 of 2 Named Insured: Huitt-Zollars, Inc. B. For all sums which the insured becomes legally C. obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical D. expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall Designated Construction Aggregate Limit. not reduce any Project General When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III — Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 Hartford Casualty Insurance Company #46 UUN OL5276HGL Named Insured: Huitt-Zollars, Inc. c This policy is subject to the following additional Conditions: & If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. S. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of Insurance applicable to this policy's term. Form 1H 03 07 0611 Page 1 of 1 0 2011, The Hartford POLICY NUMBER: 46 UUN OL6HGL Named Insured: Huitt-Zollars, Inc. lir THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - DEFINITION OF INSURED CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation of Contracts: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to any contract shown in the Schedule, the first subparagraph of Paragraph f, of the definition of "Insured contract" in the Definitions Section is replaced by the following: 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" or "property 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. Form HC 24 92 06 08 Page 1 of 1 © 2008, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Hartford Casualty Insurance Company #46 UUN OL6HGL Named Insured: Huitt-Zollars, Inc. it COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury" or "property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II — Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or 'property damage' had organization qualifying as such under Section II — occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V — "bodily injury" or "property damage" occurred, then any continuation, change Definitions. or resumption of such "bodily injury" or SECTION I -COVERAGES "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement G. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1. of Section II damage" to which this insurance applies. We — Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an "occurrence" or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any' occurrence" and settle any claim or "suit" injury" or "property damage"; or that may result. But: (3) Becomes aware by any other means that (1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III — Limits occurred or has begun to occur. Of Insurance; and d. Damages because of "bodily injury" include (2) Our right and duty to defend ends when damages claimed by any person or we have used up the applicable limit of organization for care, loss of services or insurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C. e. Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless "Bodily injury" arising out of the rendering of explicitly provided for under Supplementary or failure to render the following health care Payments — Coverages A and B. services by any "employee" or "volunteer b. This insurance applies to "bodily injury" and worker" shall be deemed to be caused by an "property damage" only if: "occurrence" for: HG 00 01 09 16 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Named Insured: Huitt-Zollars, Inc. (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" 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: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed In the same "insured contract"; and (b) Such attorney 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. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: Page 2 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. (a) Employment by the insured; or the handling, storage, disposal, (b) Performing duties related to the processing or treatment of waste; conduct of the insured's business; or (c) Which are or were at any time (2) The spouse, child, parent, brother or sister transported, handled, stored, treated, of that "employee" as a consequence of disposed of, or processed as waste by Paragraph (1) above. or for: This exclusion applies: (1) Any insured; or (1) Whether the insured may be liable as an (ii) Any person or organization for whom may be legally employer or in any other capacity; and you responsible; (2) To any obligation to share damages with (d) At or from any premises, site or or repay someone else who must pay damages because of the injury. location on which any insured or any contractors or subcontractors working This exclusion does not apply to liability directly or indirectly on any insured's assumed by the insured under an "insured behalf are performing operations if the contract". "pollutants" are brought on or to the f. Pollution premises, site or location in connection (1) "Bodily injury" or "property damage" with such operations by such insured, arising out of the actual, alleged or contractor or subcontractor. However, threatened discharge, dispersal, seepage, this subparagraph does not apply to: migration, release or escape of (i) "Bodily injury" or "property damage" "pollutants": arising out of the escape of fuels, (a) At or from any premises, site or lubricants or other operating fluids location which is or was at any time which are needed to perform the owned or occupied by, or rented or normal electrical, hydraulic or loaned to, any insured. However, this mechanical functions necessary for subparagraph does not apply to: the operation of "mobile equipment" or its parts, if such fuels, lubricants (i) "Bodily injury" if sustained within a or other operating fluids escape buildingand caused b smoke, y from a vehicle part designed to fumes, vapor or soot produced by hold, store or receive them. This or originating from equipment that exception does not apply if the is used to heat, cool or dehumidify "bodily injury" or "property damage" the building, or equipment that is arises out of the intentional used to heat water for personal discharge, dispersal or release of use, by the building's occupants or the fuels, lubricants or other their guests; operating fluids, or if such fuels, (li) "Bodily injury" or "property damage" lubricants or other operating fluids for which you may be held liable, if are brought on or to the premises, you are a contractor and the owner site or location with the intent that or lessee of such premises, site or they be discharged, dispersed or location has been added to your released as part of the operations policy as an additional insured with being performed by such insured, respect to your ongoing operations contractor or subcontractor; performed for that additional (ii) "Bodily injury" or "property damage" insured at that premises, site or sustained within a building and location and such premises, site or caused by the release of gases, location is not and never was fumes or vapors from materials owned or occupied by, or rented or brought into that building in loaned to, any insured, other than connection with operations being that additional insured; or performed by you or on your behalf (Ili) "Bodily injury" or "property damage" by a contractor or subcontractor; or arising out of heat, smoke or fumes (iii) "Bodily injury" or "property damage" from a "hostile fire"; arising out of heat, smoke or fumes (b) At or from any premises, site or from a "hostile fire"; or location which is or was at any time (e) At or from any premises, site or used by or for any insured or others for location on which any insured or any contractors or subcontractors working HG 00 01 09 16 Page 3 of 21 Named Insured: Huitt-Zollars, Inc. directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) 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, "pollutants" or (b) Claim or suit by or on behalf of a governmental authority for damages 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". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or 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 aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. I. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: Page 4 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. (1) 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; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) 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; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". 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. m. 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: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. 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. n. 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: (1) "Your product" (2) "Your work"; or (3) "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. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, HG 00 01 09 16 Page 5 of 21 Named Insured: Huitt-Zollars, Inc. public relations expenses or any other loss, assess the effects of an "asbestos cost or expense incurred by you or others hazard"; or arising out of that which is described in (c) Arise out of any claim or suit for Paragraph (1) or (2) above. damages because of testing for, However, unless Paragraph (1) above monitoring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because of "bodily injury". detoxifying or neutralizing or in any As used in this exclusion, electronic data way responding to or assessing the means information, facts or programs stored effects of an "asbestos hazard". as or on, created or used on, or transmitted to s. Recording And Distribution Of Material Or or from computer software, including systems Information In Violation Of Law and applications software, hard or floppy "Bodily injury" or "property damage" arising disks, CD-ROMS, tapes, drives, cells, data directly or Indirectly out of any action or processing devices or any other media which omission that violates or is alleged to violate: are used with electronically controlled equipment. 1 The Telephone Consumer Protection Act () q. Employment -Related Practices (TCPA), including any amendment of or addition to such law, "Bodily injury" to: (2) The CAN-SPAM Act of 2003, Including (1) A person arising out of any "employment— any amendment of or addition to such law; related practices"; or (3) The Fair Credit Reporting Act (FCRA), and (2) The spouse, child, parent, brother or sister any amendment of or addition to such law, of that personas a consequence of "bodily including the Fair and Accurate Credit injury" to that person at whom any Transaction Act (FACTA); or "employment -related practices" are (4) Any federal, state or local statute, directed. ordinance or regulation, other than the This exclusion applies: TCPA or CAN-SPAM Act of 2003 or FCRA (1) Whether the injury -causing event and their amendments and additions, that described in the definition of "employment- addresses, prohibits or limits the printing, related practices" occurs before dissemination, disposal, collecting, employment, during employment or after recording, sending, transmitting, employment of that person; communicating or distribution of material (2) Whether the insured may be liable as an or information. employer or in any other capacity; and Damage To Premises Rented To You — (3) To any obligation to share damages with Exception For Damage By Fire, Lightning Or or repay someone else who must pay Explosion damages because of the injury. Exclusions c. through h. and j, through n. do not r. Asbestos apply to damage by fire, lightning or explosion to premises while rented to you or temporarily (1) "Bodily injury" or "property damage" occupied by you with permission of the owner. A arising out of the "asbestos hazard". separate limit of insurance applies to this (2) Any damages, judgments, settlements, coverage as described in Section III — Limits Of loss, costs or expenses that: Insurance. (a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or suit alleging actual or INJURY LIABILITY threatened injury or damage of any 1. Insuring Agreement nature or kind to persons or property a. We will pay those sums that the insured which would not have occurred in "asbestos becomes legally obligated to pay as damages whole or in part but for the because of "personal and advertising injury" hazard"; to which this insurance applies. We will have (b) Arise out of any request, demand, the right and duty to defend the insured order or statutory or regulatory against any "suit" seeking those damages. requirement that any insured or others However, we will have no duty to defend the test for, monitor, clean up, remove, insured against any "suit" seeking damages encapsulate, contain, treat, detoxify or for "personal and advertising injury" to which neutralize or in any way respond to or this insurance does not apply. We may, at our Page 6 of 21 HG 00 0109 16 Named Insured: Huitt-Zollars, Inc. discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising Injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed 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. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and 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". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. I. infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". J. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c, of the definition of "personal and advertising injury" under the Definitions Section. HG 00 01 09 16 Page 7 of 21 Named Insured: Huitt-Zollars, Inc. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at anytime. n. Pollution -Related 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, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages 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". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Page 8 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. u. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment — related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard' (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of HG 00 01 09 16 Page 9 of 21 Named Insured: Huitt-Zollars, Inc. any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. 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 the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. 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. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. 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. g. 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. 2. 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: a. 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' b. This insurance applies to such liability assumed by the insured; c. 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"; d. 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; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The Indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) 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. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Page 10 of 21 HG 00 0109 16 Named Insured: Huitt-Zollars, Inc. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION It — 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 stockholders 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. Employees And Volunteer Workers 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: (1) "Bodily injury" or "personal and advertising 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 that "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. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such 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. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property 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. Legal Representative If You Die Your legal representative if you die, but only HG 00 0109 16 Page 11 of 21 Named Insured: Huitt-Zollars, Inc. with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, 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; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor 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 vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally Page 12 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (it) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or HG 00 01 09 16 Page 13 of 21 Named Insured: Huitt-Zollars, Inc. (2) 'Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: 'Bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. 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 Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in 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; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard" and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products - completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all 'personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and Page 14 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part 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, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense 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 "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured 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 insurance may also apply. d. Obligations At The Insureds Own Cost 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 our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written HG 00 01 09 16 Page 15 of 21 Named Insured: Huitt-Zollars, Inc. contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: 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 Coverage Part 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 Coverage Part 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. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also Page 16 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. primary, we will share with all that other insurance by the method described In c. below. (b) Primary And Won -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to HG 00 01 09 16 Page 17 of 21 Named Insured: Huitt-Zollars, Inc. impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "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". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. Page 18 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. 11."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 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. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises 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 subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; 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" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, 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, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and 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 an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."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". 14."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". 15."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 a., b., c. or d. above that are not self-propelled and are maintained HG 00 01 09 16 Page 19 of 21 Named Insured: Huitt-Zollars, Inc. 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: (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. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."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. 19. "Prod ucts-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 of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (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 the Declarations or in a policy Schedule, states that products - Page 20 of 21 HG 00 01 09 16 Named Insured: Huitt-Zollars, Inc. completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall 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 shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. 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. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "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. 22."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. 23."Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "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. 25. "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. HG 00 01 09 16 Page 21 of 21 Hartford Casualty Insurance Company #46 UEN OL5276 Named Insured: Huitt-Zollars, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. .. ii; i +IL This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holders) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were Issued a certificate of insurance applicable to this policy's term. Form IH 03 07 06 11 Page 1 of 1 0 2011, The Hartford Hartford Casualty Insurance Company #46 XHU OL6HJF Named Insured: Huitt-Zollars, Inc. lk UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the Named Insured first shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. "We", "us" and "our" refer to the stock insurance company member of The Hartford Financial Services Group Inc. shown in the Declarations. Other words and phrases that appear in quotation marks also have special meaning. Refer to DEFINITIONS (Section VII). IN RETURN FOR THE PAYMENT OF THE PREMIUM, in reliance upon the statements in the Declarations made a part hereof and subject to all of the terms of this policy, we agree with you as follows: SECTION I - COVERAGES INSURING AGREEMENTS A. Umbrella Liability Insurance 1. We will pay those sums that the "insured" becomes legally obligated to pay as "damages" in excess of the "underlying insurance" or of the "self -insured retention" when no "underlying insurance" applies, because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies caused by an "occurrence". But, the amount we will pay as "damages" is limited as described in Section IV — LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section II - INVESTIGATION, DEFENSE, SETTLEMENT. 2. This insurance applies to "bodily injury", "property damage" or "personal and advertising injury" only if: a. The "bodily injury", "property damage" or "personal and advertising injury" occurs during the "policy period"; and b. Prior to the "policy period", no insured listed under Paragraph A. of Section III — 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, 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. "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 A. of Section III — 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 "bodily injury" or "property damage" has occurred or has begun to occur. B. Exclusions This policy does not apply to: 1. Pollution Any obligation: a. To pay for the cost of investigation, defense or settlement of any claim or suit against any "insured" alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the pollution hazard; or b. To pay any "damages", judgments, settlements, loss, costs or expenses that may be awarded or incurred: t. By reason of any such claim or suit or any such injury or damage; or ii. In complying with any action authorized by law and relating to such injury or damage. As used in this exclusion, pollution hazard means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous or thermal: a. Pollutants; b. Contaminants; Form XL 00 03 09 16 Page 1 of 14 0 2016, The Hartford Named Insured: Huitt-Zollars, Inc. c. Irritants; or (b) Otherwise in the course of d. Toxic substances; transit by or on behalf of the Including: "insured"; or Smoke; (c) Being stored, disposed of, treated or processed in or Vapors; upon any "auto"; Soot; (2) Before the "pollutants" or any Fumes; property in which the Acids; "pollutants" are contained are moved from the place where Alkalis; they are accepted by the Chemicals, and "insured" for movement into or Waste materials consisting of or onto any "auto"; or containing any of the foregoing. (3) After the "pollutants" or any Waste includes materials to be property in which the recycled, reconditioned or "pollutants" are contained are reclaimed. moved from any "auto" to the EXCEPTION place where they are finally This exclusion does not apply: delivered, disposed of or abandoned by the "insured". a. To "bodily injury" to any of your "employees" Paragraph (1) above does not apply arising out of and in to fuels, lubricants, fluids, exhaust the course of their employment by gases or other similar "pollutants" you; or that are needed for or result from b. To injury or damage as to which the normal electrical, hydraulic or valid and collectible "underlying mechanical functioning of an "auto", insurance" with at least the covered by the "underlying minimum limits shown in the insurance" or its parts, if: Schedule of Underlying Insurance a. The "pollutants" escape, seep, Policies is in force and applicable to "occurrence". migrate, or are discharged or the In such event, released directly from an "auto" any coverage afforded by this policy part designed by its for the "occurrence" will be subject manufacturer to hold, store, to the pollution exclusions of the 'underlying receive or dispose of such insurance' and to the "pollutants"; and conditions, limits and other provisions of this policy. In the event b. The "bodily injury,' "property that "underlying insurance" is not damage" or "covered pollution maintained with limits of liability as cost or expense" does not arise set forth in the Schedule of out of the operation of any Underlying Insurance Policies, following equipment: coverage under any of the i. Air compressors, pumps and provisions of this exception does not generators, including apply. spraying, welding, building Exception b. does not apply to: cleaning, geophysical "Bodily injury" or "property damage" exploration, lighting or well servicing equipment; and arising out of the actual, alleged or threatened discharge, dispersal, ii. Cherry pickers and similar seepage, migration, release or devices mounted on escape of "pollutants": automobile or truck chassis (1) That are, or that are contained and used to raise or lower workers. in any property that is : Paragraphs (2) and (3) above do not (a) Being transported or towed apply to "accidents" that occur away by, handled, or handled for from premises owned by or rented movement into, onto or to an "insured" with respect to from, any "auto"; "pollutants" not in or upon an "auto" Page 2 of 14 Form XL 00 03 09 16 Named Insured: Huitt-Zollars, Inc. covered by the "underlying insurance" if: a. The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto", and b. The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 2. Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. 3. Contractual Liability Liability assumed by the "insured" under any contract or agreement with respect to an "occurrence" taking place before the contract or agreement is executed. 4. Personal And Advertising Injury This policy does not apply to "personal and advertising injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury" coverage provided under this policy apply to any claim or "suit" to which "underlying insurance" does not apply. Any coverage restored by this EXCEPTION applies only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. 5. Underlying Insurance Any injury or damage: a. Covered by "underlying insurance" but for any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or b. For which "damages" would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any aircraft: a. Owned by any "insured"; or b. Chartered or loaned to any "insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an 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. This exclusion does not apply to aircraft that is: a. Hired, chartered or loaned with a paid crew; but b. Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you. 7. Watercraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an 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 you do not own that is: (1) Less than 51 feet long, and (2) Not being used to carry persons or property for a charge; b. "Bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or c. Any watercraft while ashore on premises owned by, rented to or controlled by you. 6. War Any injury or damage, however caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war; or Form XL 00 03 09 16 Page 3 of 14 Named Insured: Huitt-Zollars, Inc. 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. 9. Damage To Property "Property damage" to property you own. 10. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 11. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". 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. 12. 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 perform a contract or agreement in accordance with its terms. This exclusion does not apply to 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. 13. 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. 14. Expected Or Intended "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. 15. Employer Liability Coverage afforded any of your "employees" for "bodily injury" or "personal and advertising injury": a. To other "employees" arising out of and in the course of their employment; b. To the spouse, child, parent, brother or sister of that "employee" as a consequence of such "bodily injury" to that "employee". c. To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company); or d. Arising out of the providing or failing to provide professional health care services. Subparagraphs a. and b. of this exclusion apply: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if "underlying insurance" is maintained providing coverage for such liability with minimum underlying limits, as described in the Schedule of Underlying Insurance Policies. 16. Property Damage To Employee's Property Coverage afforded any of your "employees" for "property damage" to property owned or occupied by or rented or loaned to: a. That "employee"; b. Any of your other "employees'; c. Any of your partners or members (if you are a partnership or joint venture); or d. Any of your members (if you are a limited liability company). Page 4 of 14 Form XL 00 03 09 16 Named Insured: Huitt-Zollars, Inc. 17. Uninsured Or Underinsured Motorists 20. Asbestos Any claim for: a. Uninsured or Underinsured Motorists Coverage; b. Personal injury protection; c. Property protection; or d. Any similar no-fault coverage by whatever name called; Unless this policy is endorsed to provide such coverage. 18. Employment Practices Liability a. Any injury or damage to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as but not limited to: coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person, as a consequence of any injury or damage to that person at whom any of the employment -related practices described in paragraphs (a), (b), or (c) above is directed. This exclusion applies: t. Whether the injury -causing event described in part (1) above occurs before employment, during employment or after employment of that person; ti. Whether the "insured" may be liable as an employer or in any other capacity; and III. To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. 19. Employee Retirement Income Security Act Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Act of 1974), or any amendments to them. Any injury, damages, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" arising out of, or relating to, in whole or in part, the "asbestos hazard" that: a. May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard" or b. Arise out of any request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard'; or c. Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21. Racing And Stunting Activities "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or loading or unloading of any "auto" or "mobile equipment" while being used in any: a. Prearranged or organized racing, speed or demolition contest; b. Stunting activity; or c. Preparation for any such contest or activity. 22. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: a. Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health Information or any other type of nonpublic information; or b. The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit Form XL 00 03 09 16 Page 5 of 14 Named Insured: Huitt-Zollars, Inc. monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, 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. 23. Limited Underlying Coverage Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" for which: a. an "underlying insurance" policy or policies specifically provides coverage; but b. because of a provision within the "underlying insurance" such coverage is provided at a limit or limits of insurance that are less than the limit(s) for the "underlying insurance" policy or policies shown on the Schedule of Underlying Insurance Policies. 24. Recording And Distribution Of Material Or Information In Violation Of Law Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d. Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. SECTION II - INVESTIGATION, DEFENSE, SETTLEMENT A. With respect to "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies (whether or not the "self -insured retention" applies) and 1. For which no coverage is provided under any "underlying insurance"; or 2. For which the underlying limits of any "underlying insurance" policy have been exhausted solely by payments of "damages" because of "occurrences" during the "policy period", We: 1. Will have the right and the duty to defend any "suit" against the "insured" seeking "damages" on account thereof, even if such "suit" is groundless, false or fraudulent; but our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under coverages afforded by this policy; 2. May make such investigation and settlement of any claim or "suit" as we deem expedient; 3. Will pay all expenses incurred by us, all court costs taxed against the "insured" in any "suit" defended by us and all interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insurance. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured; 4. Will pay all premiums on appeal bonds required in any such "suit", premiums on bonds to release attachments in any such "suit" for an amount not in excess of the applicable limit of insurance, and the cost of bail bonds required of the "insured" because of an accident or traffic law violation arising out of the operation of any vehicle to which this policy applies, but we will have no obligation to apply for or furnish any such bonds; 5. Will pay all reasonable expenses incurred by the "insured" at our request in assisting us in the investigation or defense of any claim or "suit", including actual loss of earnings not to exceed $500 per day per "insured' and the amounts so incurred, except settlement of claims and "suits," are not subject to the "self - Page 6 of 14 Form XL 00 03 09 16 Named Insured: Huitt-Zollars, Inc. insured retention" and are payable in addition to any applicable limit of insurance. The "Insured" agrees to reimburse us promptly for amounts paid in settlement of claims or "suits" to the extent that such amounts are within the "self -insured retention". B. You agree to arrange for the investigation, defense or settlement of any claim or "suit" in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit" in addition to any applicable limit of insurance. We will also promptly reimburse you for our proper share, but subject to the applicable limit of insurance, of any settlement above the "self -insured retention" made with our written consent. C. We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any claim or "suit" which in our opinion may require payment hereunder. In no event, however, will we contribute to the cost and expenses incurred by any underlying insurer. A. If you are doing business as: 1. 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. 2. 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. 3. 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. 4. 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 stockholders are also "insureds", but only with respect to their liability as stockholders. 5. A trust, you are an "insured". Your trustees are also "insureds", but only with respect to their duties as trustees. B. Each of the following is also an "insured": 1. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than 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: a. Within the scope of their employment by you or while performing duties related to the conduct of your business; and b. Only if such "volunteer workers" or "employees" are insureds under "underlying insurance" with limits of liability no less than stated in the Schedule of Underlying Insurance Policies, subject to all the coverage, terms, conditions and limitations of such "underlying insurance". 2. Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury," "property damage," or "personal and advertising injury"; and b. Unless limits of liability specified in such written contract, written agreement or permit is greater than the limits shown for "underlying insurance"; or c. Beyond the period of time required by the written contract or written agreement. 3. Any person or organization having proper temporary custody of your property if you die, but only: a. With respect to liability arising out of the maintenance or use of that property; and b. Until your legal representative has been appointed. 4. Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this policy. C. With respect to "auto", any "insured" in the "underlying insurance" is an "insured" under this insurance policy, subject to all the limitations of such "underlying insurance". D. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as an "insured" if there is no Form XL 00 03 09 16 Page 7 of 14 Named Insured: Huitt-Zollars, Inc. other similar insurance available to that organization. However: 1. 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; 2. This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 3. This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. E. Each person or organization, not included as an "Insured" in Paragraphs A., B., C., or D., who is an "insured" in the "underlying insurance" is an "Insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". 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 Declarations. With respect to any person or organization who is not an "insured" under "underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self -insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (1) Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (Ii) That such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies, SECTION IV - LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1. "Insureds"; 2. Claims made or "suits" brought; 3. Persons or organizations making claims or bringing "suits"; or 4. Coverages under which damages are covered under this policy. B. The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages", other than "damages": 1. Because of injury or damage included within the "products -completed operations hazard"; 2. Because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and 3. Because of "bodily injury" and "property damage" arising out of the ownership, operations, maintenance, use, entrustment to others, loading or unloading of any "auto". C. The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" because of injury or damage included within the "products - completed operations hazard". D. The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages" because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you. E. Subject to B., C., or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and "personal and advertising injury" arising out of any one "occurrence". F. Our obligations under this insurance end when the applicable Limit of Insurance available is used up. If we pay any amounts for "damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. G. 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. However, 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 the purpose of determining the Limits of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A. The insurance does not apply: 1. To "bodily injury" or "property damage": a. With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or b. Resulting from the "hazardous properties" of "nuclear material" and Page 8 of 14 Form XL 00 03 09 16 Named Insured: Huitt-Zollars, Inc. with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. To "bodily injury" or "property damage" resulting from the "hazardous properties" of "nuclear material" if: a. The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b. The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or c. The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c. applies only to "property damage" to such "nuclear facility" and any property thereat. B. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "special nuclear material" or "by-product material'; "Source material", "special nuclear material" and "by-product material" have the meanings given them In the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor' "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (1) Any "nuclear reactor"; (2) Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel," or (c) handling, processing or packaging "waste"; (3) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. SECTION VI - CONDITIONS A. Premium All premiums for this policy shall be computed in accordance with Item 5 of the Declarations. The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period", the earned premium shall be computed for such period, and upon notice thereof to the Named Insured first shown in the Declarations shall become due and payable by such Named Insured. If the total earned premium for the "policy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured. The Named insured first shown in the Declarations shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to us at the end of the "policy period" and at such times during the "policy period" as we may direct. B. Inspection And Audit We shall be permitted but not obligated to inspect your property and operations at any Form XL 00 03 09 16 Page 9 of 14 Named Insured: Huitt-Zollars, Inc. time. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are: 1. Safe; 2. Healthful; or 3. In compliance with any law, rule or regulation. We may examine and audit your books and records at any time during the "policy period" and extensions thereof and within three years after the final termination of this policy, insofar as they relate to the subject matter of this policy. C. Duties In The Event Of Occurrence, Claim Or Suit 1. You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim under this policy. This requirement applies only when such "occurrence" is known to any of the following: a. You or any additional insured that is an individual; b. Any partner, if you or an additional insured are a partnership; c. Any manager, if you or an additional insured are a limited liability company; d. Any "executive officer" or insurance manager, if you or an additional insured are a corporation; e. Any trustee, if you or an additional insured is a trust; or f. Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. To the extent possible, notice should include: a. How, when and where the "occurrence" took place; b. The names and addresses of any injured persons and witnesses; and c. The nature and location of any injury or damage arising out of the "occurrence" or "offense". 2. If a claim is made or "suit" is brought against any insured, you must: a. Immediately record the specifics of the claim or "suit" and the date received; and b. Notify us in writing as soon as practicable if the claim is likely to exceed the amount of the "self -insured retention" or "underlying insurance", whichever applies. 3. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of any "self - insured retention" or "underlying insurance", whichever applies"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the "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 this policy or any "underlying insurance" or "self -insured retention" may apply. 4. No insured will, except at that insured's own cost, make or agree to any settlement for a sum in excess of: a. The total limits of "underlying insurance"; or b The "self -insured retention" if no "underlying insurance" applies without our consent. 5. No insureds will, except at that insured's own cost, make a payment, assume any obligation, or incur any expenses, other than first aid, without our consent. D. Assistance And Cooperation Of The Insured The "insured" shall: 1. Cooperate with us and comply with all the terms and conditions of this policy; and 2. Cooperate with any of the underlying insurers as required by the terms of the "underlying insurance" and comply with all the terms and conditions thereof. The "insured" shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured" because of "bodily injury", "property damage" or "personal and advertising injury" with respect to this policy or any "underlying insurance". E. 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 Page 10 of 14 Form XL 00 03 09 16 Named Insured: Huitt-Zollars, Inc. b. To sue us on this policy unless all of its terms and those of the "underlying insurance" 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 limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. F. Appeals In the event the "insured" or the "insured's" underlying insurer elects not to appeal a judgment in excess of the "underlying insurance" or the "self -insured retention," we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the applicable Limit of Insurance, for the: 1. Taxable costs; 2. Disbursements; and 3. Additional interest incidental to such appeal; But in no event will we be liable for "damages" in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance" and we offer to pay our full share of such judgment, but you or your underlying insurers elect to appeal it, you, your underlying insurers or both will bear: a. The cost and duty of obtaining any appeal bond; b. The taxable costs, disbursements and additional interest incidental to such appeal; and c. Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. G. Otherinsurance This policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be: 1. Primary; 2. Contributing; 3. Excess; or 4. Contingent. H. Transfer Of Rights Of Recovery Against Others To Us 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after a loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. a. Recoveries shall be applied to reimburse: (1) First, any interest (including the Named Insured) that paid any amount in excess of our limit of liability; (2) Second, us, along with any other insurers having a quota share interest at the same level; (3) Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. b. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the "insured" has waived any rights of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. I. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy. The Named Insured first shown in the Declarations is authorized on behalf of all "insureds" to agree with us on changes in the terms of this policy. If the terms are changed, the changes will be shown in an endorsement issued by us and made a part of this policy. Form XL 00 03 09 16 Page 11 of 14 Named Insured: Huitt-Zollars, Inc. J. Separation Of Insureds Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this policy to the Named Insured first shown in the declarations, 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. K. Maintenance Of Underlying Insurance Policies affording in total the coverage and limits stated in the Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied herewith. The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following: 1. Any change in the coverage or in the limits of any "underlying insurance", Including but not limited to a change from occurrence coverage to claims made coverage; 2. Termination of part or all of one or more of the policies of "underlying insurance"; 3. Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance". The "self -insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or "suits" which are also covered by this policy. M. L. Cancellation 1. The Named Insured first shown in the O• Declarations may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy, written notice of cancellation at least: a. 10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation. The "policy period" will end on that date. Delivery of such notice by the Named t) Insured first shown In the Declarations or by us will be equivalent to mailing. 4. If the Named Insured first shown in the Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Declarations. If we cancel, the refund will be pro rate. The cancellation will be effective even if we have not made or offered a refund. Non -Renewal 1. If we decide not to renew, we will mail or deliver to the Named Insured first shown in the Declarations, at the address shown in this policy, written notice of non -renewal at least 30 days before the end of the "policy period". 2. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. If we offer to renew but such Named Insured does not accept, this policy will not be renewed at the end of the current "policy period". Workers' Compensation Agreement With respect to "bodily injury" to any officer or other employee arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for "bodily injury" to such officer or other employee automatically terminates at the same time. Bankruptcy Or Insolvency In the event of the bankruptcy or Insolvency of the "insured" or any entity comprising the "insured", we shall not be relieved of any of our obligations under this policy. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. The statements in the Schedule of Underlying Insurance Policies are accurate and complete; c. The statements in a. and b. are based upon representations you made to us: d. We have issued this policy in rellance upon your representations; and e. If unintentionally you should fail to disclose all hazards at the inception of this policy, we shall not deny coverage under this policy because of such failure. Page 12 of 14 Form XL 00 03 09 16 Named Insured: Huitt-Zollars, Inc. SECTION VII - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance" policy. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the more presence of asbestos in any form. "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". "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement; or 2. Any claim or "suit" by or on behalf of a governmental authority demanding that the "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 "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1) That are, or that are contained in any property that is: a. Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; b. Otherwise in the course of transit by or on behalf of the "insured"; or c. Being stored, disposed of, treated or processed in or upon any "auto"; or (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury," "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in paragraphs 6.b and 6.c. of the definition of "mobile equipment". Paragraphs b. and c, above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. "Damages" include prejudgment interest awarded against the "insured" on that part of the judgment we pay. "Damages" do not include: 1. Fines; 2. Penalties; or 3. Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subject to the foregoing, "damages" include damages for any of the following which result at any time from "bodily injury" to which this policy applies: 1. Death; 2. Mental anguish; 3. Shock; 4. Disability; or 5. Care and loss of services or consortium. "Insured" means any person or organization qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately to each "insured" against whom claim is made or "suit" is brought, except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). "Occurrence" means 1. With respect to "bodily injury' or "property damage": an accident, including continuous or Form XL 00 03 09 16 Page 13 of 14 Named Insured: Huitt-Zollars, Inc. repeated exposure to substantially the same general harmful conditions, and 2. With respect to "personal and advertising injury": an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". "Policy period" means the period beginning with the inception date stated as such in the Declarations and ending with the earlier of: 1. The date of cancellation of this policy; or 2. The expiration date stated as such in the Declarations. "Self -insured retention" means the amount stated as such in the Declarations which is retained and payable by the "insured" with respect to each "occurrence". "Underlying insurance" means the insurance policies listed in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies. The limit of "underlying insurance" includes: 1. Any deductible amount; 2. Any participation of any "insured"; and 3. Any "self -insured retention" above or beneath any such policy; Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this policy, including Medical Payments Coverage as described in the "underlying insurance." The coverages and limits of such policies and any such deductible amount, participation or "self -insured retention" shall be deemed to be applicable regardless of: 1. Any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or 2. The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any "insured" is borne by you and not by us. Page 14 of 14 Form XL 00 03 09 16 F� THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WE 01-61-11G Endorsement Number: Effective Date: 09/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 LBJ FREEWAY, SUITE 1500 DALLAS TX 75240 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: Policy Expiration Date: 09/01/25 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 46 WE 01-61-11G Endorsement Number: Effective Date: 09/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 LBJ FREEWAY, SUITE 1500 DALLAS TX 75240 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: Policy Expiration Date: 09/01/25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WE 01-61-11G Endorsement Number: Effective Date: 09/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 LBJ FREEWAY, SUITE 1500 DALLAS TX 75240 This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with 1. () Special Waiver Name of person or organization t� respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Form WC 42 03 04 B Printed in U.S.A. Process Date: Policy Expiration Date: 09/01/25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 46 WE 0L6H1G Endorsement Number: Effective Date: 09/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 LBJ FREEWAY, SUITE 1500 DALLAS TX 75240 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. Process Date: FA9 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Policy Expiration Date: 09/01/25 © 2011. The Hartford rl THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 46 WE 0L6H1G Endorsement Number: Effective Date: 09/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 LBJ FREEWAY, SUITE 1500 DALLAS TX 75240 This policy is subject to the following additional Any notification rights provided by this endorsement Condition: apply only to active certificate holder(s) who were issued A. If this policy is cancelled by the Company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or If notice is mailed, proof of mailing to the last known representatives. mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Form WC 99 05 31 Printed in U.S.A. Process Date: © 2011, The Hartford Policy Expiration Date: 09/01/25 Named Insured: Huitt-Zollars, Inc. Policy # 46UENOL5276 Hartford Casualty Insurance Co. COMMERCIAL AUTOMOBILE HA 99 16 12 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED e. Employees as Insureds Paragraph .1. - WHO IS AN INSURED - of (1). Any "employee" of yours while using a Section II - Liability Coverage is amended to covered "auto" you don't own, hire or add the following: borrow in your business or your d. Subsidiaries and Newly Acquired or personal affairs. Formed Organizations f. Lessors as Insureds The Named Insured shown in the (1). The lessor of a covered "auto" while the Declarations is amended to include: "auto" is leased to you under a written (1) Any legal business entity other than a agreement if: partnership or joint venture, formed as a (a) The agreement requires you to subsidiary in which you have an provide direct primary insurance for ownership interest of more than 50% on the lessor and the effective date of the Coverage Form. (b) The "auto" is leased without a However, the Named Insured does not driver. include any subsidiary that is an "insured" under any other automobile Such a leased "auto" will be considered a policy or would be an "insured" under covered "auto" you own and not a covered such a policy but for its termination or "auto" you hire. the exhaustion of its Limit of Insurance. g. Additional Insured if Required by Contract (2) Any organization that is acquired or (1) When you have agreed, in a written formed by you and over which you contract or written agreement, that a maintain majority ownership. However, person or organization be added as an the Named Insured does not include any additional insured on your business auto newly formed or acquired organization: policy, such person or organization is an (a) That is a partnership or joint "insured", but only to the extent such venture, person or organization is liable for (b) That is an "insured" under any other "bodily injury" or "property damage" policy, caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An (c) That has exhausted its Limit of Insured with regard to the ownership, Insurance under any other policy, or maintenance or use of a covered "auto." (d) 180 days or more after its The insurance afforded to any such acquisition or formation by you, additional insured applies only if the unless you have given us notice of "bodily injury" or "property damage" the acquisition or formation. occurs: Coverage does not apply to "bodily (a) During the policy period, and injury" or "property damage" that results (b) Subsequent to the execution of such from an "accident" that occurred before written contract, and you formed or acquired the organization. Form HA 99 16 12 21 Page 1 of 5 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Named Insured: Huitt-Zollars, Inc. Policy # 46UENOL5276 Hartford Casualty Insurance Co. (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. - Additional Insured If Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV - Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. Page 2 of 5 Form HA 99 16 12 21 Named Insured: Huitt-Zollars, Inc. Policy # 46UENOL5276 Hartford Casualty Insurance Co. 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire 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. 6. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III-- PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 6. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. �. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" In any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: Form HA 99 16 12 21 Page 3 of 5 Named Insured: Huitt-Zollars, Inc. Policy # 46UENOL5276 Hartford Casualty Insurance Co. (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 10.EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO -COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY - is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16. WAIVER OF SUBROGATION Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. Page 4 of 5 Form HA 99 16 12 21 Named Insured: Huitt-Zollars, Inc. Policy # 46UENOL5276 Hartford Casualty Insurance Co. 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5 ® A� a CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 3/17/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Risk Strateggies 12801 North Central Expy. Suite 1725 Dallas, TX 75243 NAW."' Joe Br PHONE A Ea : 214 323-4602 aAc No: 214 503-8899 E-MAIL ADOREss: RSCcertrequest@risk-strategies.com INSURIER(Sl AFFORDING COVERAGE NAIC If INSURER A: AXIS Surplus Insurance Company 26620 INSURED Huitt-Zollars, Inc. 5430 LBJ Freeway Suite 1500 Dallas TX 75240 INSURERS: INSURER C: INSURERD: INSURERE: INSURER F UUVcrIAUCA Ia�"III , a,n I. PIwe,' -rpTeU W 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. LTp TYPEOFINSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR ADD SUBR POLICYNUMBER POLICYEFF MM/DDIYYYY POLICVEXP MMIDD YYY LIMITS EACH OCCURRENCE $ DAMAGET -RENTED PREMISES Ea occurrence $ MED EXP Any one person $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $ POLICY PRO- LOC OTHER: AUTOMOBILE LIABILITY E. aocl Ide�tSINGLE LIMIT $ BODILY INJURY(Far person) $ ANY AUTO BODILY INJ URY(PeraccldenQ $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per ccident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE PER OTN- STATUTE ER $ DED RETENTION$ WORKERS COMPENSATION E.L. EACH ACCIDENT $ AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNER/EXECUTIVE E. L. DI SEASE - EA EMP LOYEE $ OFFICEBIMEMBER EXCLUDED? ❑ (Mandatory In NH) NIA A If yes, describe under DESCRIPTION OF OPERATIONS below Professional Liability Pollution Liability EBZ665006/01/2025 1/23/2025 1/23/2026 E.L. DISEASE - POLICY LIMIT $ Per Claim $1,000,000 Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible. Thirty (30) day notice of cancellation in favor o certificate holder on all policies. Re: COSA RFP: 24 - Consultant Agreement Between The City Of Santa Ana And Huitt-Zollars, Inc. For On -Call Engineering Services APPROVED By Tu Than Nguyen at 10:44 am, Mar 19, 2025' City of Santa Ana Attention: Public Works Aggency 20 Civic Center Plaza (M-21) Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ���.�T1_✓�lp� ACORD 25 (2016/03) n igRR-2015 The ACORD name and logo are registered marks of ACORD 8438462D 1 25/26 PL Master ($2M/$2M) I Danielle Braid 1 3/17/2025 2:08:49 PM (EDT) I Page 1 of 1 All rights DATE(MM/DD/YYW) ACORO° CERTIFICATE OF LIABILITY INSURANCE 11/10/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jerrod Hughey Marsh &McLennan Agency LLC PHONE FAX 8144 Walnut Hill Lane, 16th Floor vC No Ext: 972 770-1643 A/c,No:972-376-8108 E-MDallas TX 75231 ADDRESS: Jerrod.Hughey@MarshMMA.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Hartford Casualty Insurance Company 29424 INSURED HUITTZOL INSURERB: Hartford Underwriters Insurance Company 30104 Huitt-Zollars, Inc. 5430 LBJ Freeway, Suite 1500 INsuRERc: Hartford Fire Insurance Company 19682 Dallas TX 75240 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1842759956 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 46UUNOL6HGL 9/1/2025 9/1/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $300,000 X Deductible:$0 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY� PRO- � LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 46UENOL5276 9/1/2025 9/1/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED FIR ER DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X Coll$1 k/$2k Lx Comp$1 k/$2k $ A X UMBRELLALIAB X OCCUR 46XHUOL6HJF 9/1/2025 9/1/2026 EACH OCCURRENCE $10,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$1 n nnn $ B WORKERS COMPENSATION 46WEOL6H1G 9/1/2025 9/1/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER $0 Deductible ANYPROPRIETOR/PARTNER/EXECUTIVE FN] N/A E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Hired Car Physical Dam:$100,000 46UENOL5276 9/1/2025 9/1/2026 Hired PD Comp/Coll Ded$1,000/$1,000 C Employee Theft KB067367125 9/1/2025 9/1/2026 Employee Theft Limit:$1,000,000 A Valuable Papers 46UUNOL6HGL 9/1/2025 9/1/2026 Included in BPP Limit DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Additional Insured form#HG0001 edition 09/16 applies to the General Liability policy. Digitallysigned Waiver of subrogation form#HG0001 edition 09/16 applies to the General Liability policy. TU Tran byTuTran Primary& Non-Contributory General Liability form#HG0001 edition 09/16. Nguyen Nguyen Date:2025.11.12 Additional Insured form#HA9916 edition 12/21 applies to the Automobile Liability policy. 15:38:59-08'00' Waiver of subrogation form#HA9916 edition 12/21 applies to the Automobile Liability policy. Primary& Non-Contributory Auto Liability form#HA9916 edition 12/21. See Attached... APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 3:38 pm,Nov 12,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Heidi Chou 215 S. Center St. (M-85) AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 11/11/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Joe Bryant Risk Strategies PHONE FAX 12801 North Central Expy. Suite 1725 MA E-MAIL Ext: 214 323-4602 A/C No): 214 503-8899 Dallas,TX 75243 ADDRESS: RSCcertrequest@risk-strategies.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: AXIS Surplus Insurance Company 26620 INSURED INSURER B: Huitt-Zollars, Inc. 5430 LBJ Freeway INSURERC: Suite 1500 INSURERD: Dallas TX 75240 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 87925407 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A ProfessionalLiability EBZ665006/01/2025 1/23/2025 1/23/2026 Per Claim 1,000,000 Pollution Liability Annual Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible.Thirty(30)day notice of cancellation in favor of certificate holder on all policies. RFP#A-2025-018-04 ON-CALL WATER RESOURCES ENGINEERING SERVICES f�APPROVEDCERTIFICATE HOLDER CANCELLATION Tu Tran Nguyen at 3:38 pm,Nov 12,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Heidi Chou ACCORDANCE WITH THE POLICY PROVISIONS. 215 S. Center St., M-85 Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE Joe Bryant ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 87925407 125/26 PL Master-Full Limits Danielle Braid 111/11/2025 9:02:25 AM (EST) I Page 1 of 1 AGENCY CUSTOMER ID: HUITTZOL LOC#: ,a`oRo ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Marsh&McLennan Agency LLC Huitt-Zollars, Inc. 5430 LBJ Freeway,Suite 1500 POLICY NUMBER Dallas TX 75240 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Waiver of subrogation forms#WC000313,#WC040306 and#WC420304B apply to the Workers Compensation policy. Additional Insured form#XL0003 edition 09/16 applies to the Umbrella policy. Waiver of Subrogation form#XL0003 edition 09/16 applies to the Umbrella policy. Notice of Cancellation form#IH0307 edition 6/11 applies to the General Liability policy. Notice of Cancellation form IH0307 edition 06/11 applies to the Auto Liability policy. Notice of Cancellation forms#WC990394 and#WC990531 apply to the Workers Compensation policy. Notice of Cancellation form#IH0307 edition 6/11 applies to the Umbrella Liability policy. The General Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability policy contains an endorsement with"Primary and NonContributory"wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Automobile Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Automobile liability policy includes waiver of subrogation wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Auto Liability policy contains an endorsement with"Primary and NonContributory"wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Umbrella policy includes additional insured endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Umbrella policy includes waiver of subrogation endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Worker's Compensation policy includes a waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability,Auto Liability,Worker's Compensation and Umbrella Liability policies include a blanket notice of cancellation to the certificate holder endorsement,providing for(30)days'advance written notice if the policy is canceled by the company,or 10 days'written notice before the policy is canceled for nonpayment of premium. Notice is sent to certificate holders with mailing addresses on file with the agent or the company. The endorsement does not provide for notice of cancellation to the certificate holder if the named insured requests cancellation. RE: On-Call Water Engineering Services. Certificate Holder Includes:The City of Santa Ana,its officers,officials,employees,and volunteers. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A I■ 5. Reimbursement If, at our option, we have paid any amounts for Damages or Claim Expense in excess of the Limit of Liability, or if we have paid part or all of any deductible, you shall reimburse us for such amounts upon demand.We will have the right to seek recovery from you for any Claim Expense or Damages paid by us as a result of any portion of a Claim that is not covered by this Policy. K. Otherinsurance If other collectible insurance, including but not limited to project specific insurance, applies to a Claim covered under this Policy, the other insurance must pay first and this Policy is excess over such other insurance. However, this Policy will not be excess over other insurance that is specifically arranged by you or on your behalf to apply in excess of this Policy, and no other insurance applies to the Claim. L. Policy Territory Coverage under this Policy applies to Claims made in any jurisdiction in the world. If a Claim is made outside the United States of America and its territories and possessions, Puerto Rico or Canada: 1. We shall have the right but not the duty to investigate, defend or settle any such Claims brought against you. 2. If we do not exercise such right, you shall, under our supervision, arrange for such investigation and defense of the Claim as is reasonably necessary, and subject to our prior authorization, shall effect such settlement thereof as we and you deem expedient; 3. Subject to the terms of this Policy, we will reimburse the Named Insured for the reasonable cost of such investigation and defense and the amount of any such settlement or judgment. 4. Such reimbursement shall be made in United States currency at the conversion rate published in The Wall Street Journal on the date the judgment is rendered or the date that the amount of the settlement is agreed upon or the date expenditure is made. M. Representations By accepting this Policy,you agree that: 1. the statements made and information contained in the Application for this insurance furnished to us are true, accurate and complete, and are representations that the Named Insured made on behalf of all Insureds; and 2. we have issued this Policy in reliance upon those representations. If such representations or such information are not true, accurate and complete, this Policy shall be null and void in its entirety and we shall have no liability hereunder. N. Severability Misrepresentations, concealment, breach of condition or violation of any duty under this Policy by one Insured shall not prejudice the interest or coverage of another Insured under this Policy. O. Subrogation and Recovery In the event of any payment under this Policy, we will be subrogated to all of your rights of recovery therefore against any person or organization, and you shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights.You shall do nothing to prejudice such rights. We will have no rights of subrogation against any Insured hereunder, or against your clients if prior to the Claim, a waiver of subrogation was so required and accepted under a specific contractual undertaking by you for such client. Any recoveries shall be applied first to us up to the amount we have paid for Damages and Claim Expense; then,to you as recovery of Deductible amounts paid as Damages and Claim Expense. DP 0001(Ed.02 11) Page 10 of 10 HUITT ZOLLARS INC POLICY NUMBER: 46 UUN OL6HGL THE HARTFORD COMMERCIAL GENERAL LIABILITY COVERAGE FORM 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 'bur" refer to the stock insurance company member of The Hartford 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 V- Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" 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 III - Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an 'occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or"property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. 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, 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. c. "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. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or"property damage"to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. 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". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or"volunteer worker" shall be deemed to be caused by an 'occurrence"for: Form HG 00 01 09 16 Page 1 of 22 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x-ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" 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: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of"bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney 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. c. Liquor Liability "Bodily injury" or"property damage"for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or(3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. Page 2 of 22 Form HG 00 01 0916 e. Employer's Liability "Bodily injury" to: (1) An "employee"of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that"employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) 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". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or"property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or"property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". Form HG 00 01 0916 Page 3 of 22 (2) Any loss, cost or expense arising out of any: (a) 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, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages 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". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or"suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or 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 aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or"property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of"mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or"property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of"mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. L War "Bodily injury" or"property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage"to: (1) 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; Page 4 of 22 Form HG 00 01 09 16 (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) 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; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to"property damage"to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". k. Damage To Your Product "Property damage"to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". 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. m. 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: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or"your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. 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. n. 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: (1) "Your product"; (2) "Your work"; or (3) "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. o. Personal And Advertising Injury "Bodily injury" arising out of"personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. Form HG 00 01 09 16 Page 5 of 22 This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or(2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, 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. q. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any "employment-related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of"bodily injury"to that person at whom any"employment-related practices" are directed. This exclusion applies: (1) Whether the injury-causing event described in the definition of "employment-related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or"property damage" arising out of the"asbestos hazard". (2) Any damages,judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of"personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or"suit'that may result. But: Page 6 of 22 Form HG 00 01 09 16 (1) The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed 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. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your"advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and 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". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or"suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your"advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your"advertisement", a person's or organization's "advertising idea" or style of"advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. Form HG 00 01 09 16 Page 7 of 22 However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants" at any time. n. Pollution-Related 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, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages 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". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement"for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: Page 8 of 22 Form HG 00 01 09 16 (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. u. Employment-Related Practices "Personal and advertising injury"to: (1) A person arising out of any "employment-related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury"to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the injury-causing event described in the definition of "employment-related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages,judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for"bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and Form HG 00 01 09 16 Page 9 of 22 (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for"bodily injury": a. Any Insured To any insured, except"volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any"suit" against an insured we defend: a. All expenses we incur. b. 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 the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. 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. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. 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. g. 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. 2. 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: a. 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"; b. This insurance applies to such liability assumed by the insured; c. 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"; d. 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; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; Page 10 of 22 Form HG 00 01 09 16 (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) 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. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverage A - Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for"bodily injury" and "property damage" 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 ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. 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 stockholders 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. Employees And Volunteer Workers 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: (1) "Bodily injury" or"personal and advertising 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 that "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. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage"to property: (a) Owned, occupied or used by, Form HG 00 01 09 16 Page 11 of 22 (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. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property 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. Legal Representative If You Die 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 Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, 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; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or"property damage" arising out of"your products" which are distributed or sold in the regular course of the vendor's business Page 12 of 22 Form HG 00 01 09 16 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor 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 vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence"which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or Form HG 00 01 0916 Page 13 of 22 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or"property damage" included within the "products-completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products-completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III - Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV- Commercial General Liability Conditions. 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 Declarations. SECTION III -LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in 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; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; Page 14 of 22 Form HG 00 01 09 16 b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. 3. Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of"bodily injury" and "property damage" included in the "products-completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part 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, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense 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 "occurrence" or offense. b. Notice Of Claim If a claim is made or"suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or"suit" and the date received; and (2) Notify us as soon as practicable. Form HG 00 01 09 16 Page 15 of 22 You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured 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 insurance may also apply. d. Obligations At The Insureds Own Cost 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 our consent. e. Additional Insureds Other Insurance If we cover a claim or"suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; (3) Any manager, if you or the additional insured is a limited liability company; (4) Any"executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: 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 Coverage Part 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 Coverage Part 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. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Page 16 of 22 Form HG 00 01 09 16 (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A- Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A- Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. Form HG 00 01 09 16 Page 17 of 22 c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V-DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or Page 18 of 22 Form HG 00 01 09 16 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". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment-Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "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 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. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises 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 subject to the Damage to Premises Rented To You Limit described in Section III - Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; 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" or"property damage" to a third person or organization, provided the "bodily Form HG 00 01 09 16 Page 19 of 22 injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, 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, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and 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 an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "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". 14. "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". 15. "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 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: (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. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". Page 20 of 22 Form HG 00 01 09 16 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your"advertisement", a person's or organization's "advertising idea" or style of"advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your"advertisement". 18. "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. 19. "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 of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (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 the Declarations or in a policy Schedule, states that products-completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall 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 shall be deemed to occur at the time of the "occurrence"that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. 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. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "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 Form HG 00 01 09 16 Page 21 of 22 b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "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. 23. "Volunteer worker" means a person who a. Is not your"employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "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. 25. "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. Page 22 of 22 Form HG 00 01 09 16 HUITT ZOLLARS INC POLICY NUMBER: 46 UUN OL6HGL THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Form IH 03 07 06 11 Page 1 of 1 ©2011, The Hartford HUITT ZOLLARS INC POLICY NO. : 46 UEN OL5276 COMMERCIAL AUTOMOBILE HA99161221 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED e. Employees as Insureds Paragraph .1. - WHO IS AN INSURED - of (1).Any "employee" of yours while using a Section II - Liability Coverage is amended to covered "auto" you don't own, hire or add the following: borrow in your business or your personal d. Subsidiaries and Newly Acquired or affairs. Formed Organizations f. Lessors as Insureds The Named Insured shown in the Declarations (1). The lessor of a covered "auto" while the is amended to include: "auto" is leased to you under a written (1) Any legal business entity other than a agreement if: partnership or joint venture, formed as a (a) The agreement requires you to subsidiary in which you have an provide direct primary insurance for ownership interest of more than 50% on the lessor and the effective date of the Coverage Form. (b) The "auto" is leased without a driver. However, the Named Insured does not Such a leased "auto" will be considered a include any subsidiary that is an "insured" covered "auto" you own and not a covered under any other automobile policy or "auto" you hire. would be an "insured" under such a policy but for its termination or the exhaustion of g. Additional Insured if Required by Contract its Limit of Insurance. (1) When you have agreed, in a written (2) Any organization that is acquired or contract or written agreement, that a formed by you and over which you person or organization be added as an maintain majority ownership. However, additional insured on your business auto the Named Insured does not include any policy, such person or organization is an newly formed or acquired organization: "insured", but only to the extent such person or organization is liable for "bodily (a) That is a partnership or joint venture, injury" or "property damage" caused by (b) That is an "insured" under any other the conduct of an "insured" under policy, paragraphs a. or b. of Who Is An Insured (c) That has exhausted its Limit of with regard to the ownership, Insurance under any other policy, or maintenance or use of a covered "auto." (d) 180 days or more after its acquisition The insurance afforded to any such or formation by you, unless you have additional insured applies only if the given us notice of the acquisition or "bodily injury" or "property damage" formation. occurs: Coverage does not apply to "bodily injury" (a) During the policy period, and or "property damage" that results from an (b) Subsequent to the execution of such "accident" that occurred before you written contract, and formed or acquired the organization. Form HA 99 16 12 21 Page 1 of 5 C 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of This insurance is primary if you have time that the written contract requires agreed in a written contract or written such insurance be provided to the agreement that this insurance be primary. additional insured. If other insurance is also primary, we will (2) How Limits Apply share with all that other insurance by the If you have agreed in a written contract or method described in Other Insurance 5.d. written agreement that another person or (2) Primary And Non-Contributory To Other organization be added as an additional Insurance When Required By Contract insured on your policy, the most we will If you have agreed in a written contract or pay on behalf of such additional insured is written agreement that this insurance is the lesser of: primary and non-contributory with the (a) The limits of insurance specified in the additional insured's own insurance, this written contract or written agreement; insurance is primary and we will not seek or contribution from that other insurance. (b) The Limits of Insurance shown in the Paragraphs (1) and (2) do not apply to other Declarations. insurance to which the additional insured has Such amount shall be a part of and not in been added as an additional insured. addition to Limits of Insurance shown in When this insurance is excess, we will have the Declarations and described in this no duty to defend the insured against any Section. "suit" if any other insurer has a duty to defend (3) Additional Insureds Other Insurance the insured against that "suit". If no other insurer defends, we will undertake to do so, If we cover a claim or "suit" under this but we will be entitled to the insured's rights Coverage Part that may also be covered against all those other insurers. by other insurance available to an When this insurance is excess over other additional insured, such additional insured insurance, we will pay only our share of the must submit such claim or suit to the amount of the loss, if any, that exceeds the other insurer for defense and indemnity. sum of: However, this provision does not apply to (1) The total amount that all such other the extent that you have agreed in a insurance would pay for the loss in the written contract or written agreement that absence of this insurance; and this insurance is primary and non-contributory with the additional (2) The total of all deductible and self-insured insured's own insurance. amounts under all that other insurance. (4) Duties in The Event Of Accident, Claim, We will share the remaining loss, if any, by Suit or Loss the method described in SECTION IV- Business Auto Conditions, B. General If you have agreed in a written contract or Conditions, Other Insurance 5.d. written agreement that another person or organization be added as an additional 3. AUTOS RENTED BY EMPLOYEES insured on your policy, the additional Any "auto" hired or rented by your "employee" on insured shall be required to comply with your behalf and at your direction will be the provisions in LOSS CONDITIONS 2. - considered an "auto" you hire. DUTIES IN THE EVENT OF ACCIDENT, The SECTION IV- Business Auto Conditions, B. CLAIM , SUIT OR LOSS — OF SECTION General Conditions, 5. OTHER INSURANCE IV — BUSINESS AUTO CONDITIONS, in Condition is amended by adding the following: the same manner as the Named Insured. 2. Primary and Non-Contributory if Required e• If an "employee's" personal insurance also by Contract applies on an excess basis to a covered "auto" hired or rented by your "employee" on Only with respect to insurance provided to an your behalf and at your direction, this additional insured in A.1.g. - Additional insurance will be primary to the "employee's" Insured If Required by Contract, the following personal insurance. provisions apply: (1) Primary Insurance When Required By Contract Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION obligation for any difference between the actual EXCLUSION 5. - FELLOW EMPLOYEE - of cash value of the "auto" at the time of the "loss" SECTION II - LIABILITY COVERAGE does not and the "outstanding balance" of the loan/lease. apply if you have workers' compensation "Outstanding balance" means the amount you insurance in-force covering all of your owe on the loan/lease at the time of "loss" less "employees". any amounts representing taxes; overdue Coverage is excess over any other collectible payments; penalties, interest or charges resulting insurance. from overdue payments; additional mileage charges; excess wear and tear charges; lease 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE termination fees; security deposits not returned by If hired "autos" are covered "autos" for Liability the lessor; costs for extended warranties, credit Coverage and if Comprehensive, Specified life Insurance, health, accident or disability Causes of Loss, or Collision coverages are insurance purchased with the loan or lease; and provided under this Coverage Form for any "auto" carry-over balances from previous loans or you own, then the Physical Damage Coverages leases. provided are extended to "autos" you hire or g, AIRBAG COVERAGE borrow, subject to the following limit. Under Paragraph B. EXCLUSIONS - of SECTION The most we will pay for "loss" to any hired "auto" III - PHYSICAL DAMAGE COVERAGE, the is: following is added: (1) $100,000; The exclusion relating to mechanical breakdown (2) The actual cash value of the damaged or does not apply to the accidental discharge of an stolen property at the time of the "loss"; or airbag. (3) The cost of repairing or replacing the 9. ELECTRONIC EQUIPMENT - BROADENED damaged or stolen property, COVERAGE whichever is smallest, minus a deductible. The a. The exceptions to Paragraphs BA - deductible will be equal to the largest deductible EXCLUSIONS - of SECTION III - PHYSICAL applicable to any owned "auto" for that coverage. DAMAGE COVERAGE are replaced by the No deductible applies to "loss" caused by fire or following: lightning. Hired Auto Physical Damage coverage Exclusions 4.c. and 4.d. do not apply to is excess over any other collectible insurance. equipment designed to be operated solely by Subject to the above limit, deductible and excess use of the power from the "auto's" electrical provisions, we will provide coverage equal to the system that, at the time of"loss", is: broadest coverage applicable to any covered "auto" you own. (1) Permanently installed in or upon the We will also cover loss of use of the hired "auto" if covered "auto"; it results from an "accident", you are legally liable (2) Removable from a housing unit which is and the lessor incurs an actual financial loss, permanently installed in or upon the subject to a maximum of$1000 per"accident". covered "auto"; This extension of coverage does not apply to any (3) An integral part of the same unit housing "auto" you hire or borrow from any of your any electronic equipment described in "employees", partners (if you are a partnership), Paragraphs (1) and (2) above; or members (if you are a limited liability company), (4) Necessary for the normal operation of the or members of their households. covered "auto" or the monitoring of the 6. PHYSICAL DAMAGE - ADDITIONAL covered "auto's" operating system. TEMPORARY TRANSPORTATION EXPENSE b. Section III, Physical Damage Coverage, Limit COVERAGE of Insurance, Paragraph C.2. is amended to Paragraph AA.a. of SECTION III - PHYSICAL add the following: DAMAGE COVERAGE is amended to provide a $1,500 is the most we will pay for "loss" in limit of $50 per day and a maximum limit of any one "accident" to all electronic equipment $1,000. (other than equipment designed solely for the 7. LOAN/LEASE GAP COVERAGE reproduction of sound, and accessories used Under SECTION III - PHYSICAL DAMAGE with such equipment) that reproduces, receives or transmits audio, visual or data COVERAGE, in the event of a total "loss" to a signals which, at the time of"loss", is: covered "auto", we will pay your additional legal Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability other location that is not normally used by company; or the "auto" manufacturer for the installation of such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently installed you are a corporation. housing unit as described in Paragraph 14. UNINTENTIONAL FAILURE TO DISCLOSE 2.a. above or is an integral part of that HAZARDS equipment; or If you unintentionally fail to disclose any hazards (3) An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", should loss be will not deny coverage under this Coverage Form limited to electronic equipment only, our because of such failure. obligation to pay for, repair, return or replace 15. HIRED AUTO -COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or $250, whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10. EXTRA EXPENSE - BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE determined in a "suit," the "suit" is brought in the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III - PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III - PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same "accident", the following applies: because of payments we make for damages (1) If the deductible under this Business Auto under this Coverage Form. Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury" means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS - CANCELLATION - applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident" is the first Named Insured written notice of known to: cancellation at least 60 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS b. A "hybrid" auto is defined as an auto with an VEHICLE PAYMENT COVERAGE internal combustion engine and one or more In the event of a total loss to a "non-hybrid" auto electric motors; and that uses the internal for which Comprehensive, Specified Causes of combustion engine and one or more electric Loss, or Collision coverages are provided under motors to move the auto, or the internal this Coverage Form, then such Physical Damage combustion engine to charge one or more Coverages are amended as follows: electric motors, which move the auto. a. If the auto is replaced with a "hybrid" auto or 20. VEHICLE WRAP COVERAGE an auto powered solely by electricity or In the event of a total loss to an "auto" for which natural gas, we will pay an additional 10%, to Comprehensive, Specified Causes of Loss, or a maximum of $2,500, of the "non-hybrid" Collision coverages are provided under this auto's actual cash value or replacement cost, Coverage Form, then such Physical Damage whichever is less, Coverages are amended to add the following: b. The auto must be replaced and a copy of a In addition to the actual cash value of the "auto", bill of sale or new lease agreement received we will pay up to $1,000 for vinyl vehicle wraps by us within 60 calendar days of the date of which are displayed on the covered "auto" at the "loss," time of total loss. Regardless of the number of c. Regardless of the number of autos deemed a autos deemed a total loss, the most we will pay total loss, the most we will pay under this under this Vehicle Wrap Coverage provision for Hybrid, Electric, or Natural Gas Vehicle any one "loss" is $5,000. For purposes of this Payment Coverage provision for any one coverage provision, signs or other graphics "loss" is $10,000. painted or magnetically affixed to the vehicle are For the purposes of the coverage provision, not considered vehicle wraps. a. A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. Form HA 99 16 12 21 Page 5 of 5 HUITT ZOLLARS INC POLICY NO. : 46 UEN OL5276 tLaY it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional days of the cancellation effective date to the Conditions: certificate holder(s) with mailing addresses on file A. If this policy is cancelled by the Company, other with the agent of record or the Company. than for nonpayment of premium, notice of such If notice is mailed, proof of mailing to the last known cancellation will be provided at least thirty (30) mailing address of the certificate holder(s) on file with days in advance of the cancellation effective date the agent of record or the Company will be sufficient to the certificate holder(s) with mailing addresses proof of notice. on file with the agent of record or the Company. Any notification rights provided by this endorsement B. If this policy is cancelled by the Company for apply only to active certificate holder(s) who were nonpayment of premium, or by the insured, notice issued a certificate of insurance applicable to this of such cancellation will be provided within (10) policy's term. Form IH 03 07 06 11 Page 1 of 1 © 2011, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WE 01-61-11 G Endorsement Number: Effective Date: 09/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 Lyndon B Johnson Fwy, Suite 1500 Dallas TX 75240 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Policy Expiration Date: 09/01/26 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WE 01-61-11 G Endorsement Number: Effective Date: 09/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 Lyndon B Johnson Fwy, Suite 1500 Dallas TX 75240 This endorsement applies only to the insurance provided respect to bodily injury arising out of the operations by the policy because Texas is shown in Item 3.A. of the described in the Schedule where you are required by a Information Page. written contract to obtain this waiver from us. We have the right to recover our payments from anyone This endorsement shall not operate directly or indirectly liable for an injury covered by this policy. We will not to benefit anyone not named in the Schedule. enforce our right against the person or organization The premium for this endorsement is shown in the named in the Schedule, but this waiver applies only with Schedule. Schedule 1. ( ) Special Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Form WC 42 03 04 B Printed in U.S.A. Policy Expiration Date: 09/01/26 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 46 WE 01-61-11 G Endorsement Number: Effective Date: 09/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 Lyndon B Johnson Fwy, Suite 1500 Dallas TX 75240 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Policy Expiration Date: 09/01/26 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 46 WE 0L6H1 G Endorsement Number: Effective Date: 09/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUITT ZOLLARS, INC. 5430 Lyndon B Johnson Fwy, Suite 1500 Dallas TX 75240 This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions: mailing address of the certificate holder(s) on file with A. If this policy is cancelled by the Company, other than the agent of record or the Company will be sufficient for non-payment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30) days Any notification rights provided by this endorsement in advance of the cancellation effective date to the apply only to active certificate holder(s) who were issued certificate holder(s) with mailing addresses on file a certificate of insurance applicable to this policy's term. with the agent of record or the Company. Failure to provide such notice to the certificate holder(s) B. If this policy is cancelled by the Company for will not amend or extend the date the cancellation non-payment of premium, or by the insured, notice becomes effective, nor will it negate cancellation of the of such cancellation will be provided within ten (10) policy. Failure to send notice shall impose no liability of days of the cancellation effective date to the any kind upon the Company or its agents or certificate holder(s) with mailing addresses on file representatives. with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. Policy Expiration Date: 09/01/26 ©2011, The Hartford HUITT ZOLLARS INC POLICY NUMBER: 46 XHU OL6HJF THE HARTFORD UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the Named Insured first shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. "We", "us" and 'bur" refer to the stock insurance company member of The-Hartford Financial Services Group Inc. shown in the Declarations. Other words and phrases that appear in quotation marks also have special meaning. Refer to DEFINITIONS (Section VII). IN RETURN FOR THE PAYMENT OF THE PREMIUM, in reliance upon the statements in the Declarations made a part hereof and subject to all of the terms of this policy, we agree with you as follows: SECTION I -COVERAGES INSURING AGREEMENTS A. Umbrella Liability Insurance 1. We will pay those sums that the "insured" becomes legally obligated to pay as "damages" in excess of the "underlying insurance" or of the "self-insured retention" when no "underlying insurance" applies, because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies caused by an 'occurrence". But, the amount we will pay as "damages" is limited as described in Section IV - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section II - INVESTIGATION, DEFENSE, SETTLEMENT. 2. This insurance applies to "bodily injury", "property damage" or"personal and advertising injury" only if: a. The "bodily injury", "property damage" or "personal and advertising injury" occurs during the "policy period"; and b. Prior to the "policy period", no insured listed under Paragraph A. of Section III - 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, 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. "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 A. of Section III - 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 "bodily injury" or "property damage" has occurred or has begun to occur. B. Exclusions This policy does not apply to: 1. Pollution Any obligation: a. To pay for the cost of investigation, defense or settlement of any claim or suit against any "insured" alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the pollution hazard; or b. To pay any "damages",judgments, settlements, loss, costs or expenses that may be awarded or incurred: L By reason of any such claim or suit or any such injury or damage; or ii. In complying with any action authorized by law and relating to such injury or damage. As used in this exclusion, pollution hazard means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous or thermal: a. Pollutants; Form XL 00 03 09 16 Page 1 of 14 ©2016, The Hartford b. Contaminants; c. Irritants; or d. Toxic substances; Including: Smoke; Vapors; Soot; Fumes; Acids; Alkalis; Chemicals, and Waste materials consisting of or containing any of the foregoing. Waste includes materials to be recycled, reconditioned or reclaimed. EXCEPTION This exclusion does not apply: a. To "bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or b. To injury or damage as to which valid and collectible "underlying insurance" with at least the minimum limits shown in the Schedule of Underlying Insurance Policies is in force and applicable to the "occurrence". In such event, any coverage afforded by this policy for the "occurrence" will be subject to the pollution exclusions of the "underlying insurance" and to the conditions, limits and other provisions of this policy. In the event that "underlying insurance" is not maintained with limits of liability as set forth in the Schedule of Underlying Insurance Policies, coverage under any of the provisions of this exception does not apply. Exception b. does not apply to: "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (1) That are, or that are contained in any property that is (a) Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; (b) Otherwise in the course of transit by or on behalf of the "insured"; or (c) Being stored, disposed of, treated or processed in or upon any"auto"; (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured"for movement into or onto any"auto"; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto"to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph (1) above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if: a. The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and b. The "bodily injury,' "property damage" or "covered pollution cost or expense" does not arise out of the operation of any following equipment: i. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting or well servicing equipment; and ii. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers. Paragraphs (2) and (3) above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: a. The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto", and b. The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. Page 2 of 14 Form XL 00 03 09 16 2. Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. 3. Contractual Liability Liability assumed by the "insured" under any contract or agreement with respect to an "occurrence" taking place before the contract or agreement is executed. 4. Personal And Advertising Injury This policy does not apply to "personal and advertising injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury" coverage provided under this policy apply to any claim or"suit"to which "underlying insurance" does not apply. Any coverage restored by this EXCEPTION applies only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. 5. Underlying Insurance Any injury or damage: a. Covered by "underlying insurance" but for any defense which any underlying insurer may assert because of the "insured's"failure to comply with any condition of its policy; or b. For which "damages" would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any aircraft: a. Owned by any "insured"; or b. Chartered or loaned to any"insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an 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. This exclusion does not apply to aircraft that is: a. Hired, chartered or loaned with a paid crew; but b. Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you. 7. Watercraft "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an 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 you do not own that is: (1) Less than 51 feet long, and (2) Not being used to carry persons or property for a charge; b. "Bodily injury" to any of your"employees" arising out of and in the course of their employment by you; or c. Any watercraft while ashore on premises owned by, rented to or controlled by you. 8. War Any injury or damage, however caused, arising, directly or indirectly, 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 Form XL 00 03 09 16 Page 3 of 14 c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 9. Damage To Property "Property damage"to property you own. 10. Damage To Your Product "Property damage"to "your product" arising out of it or any part of it. 11. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". 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. 12. 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 perform a contract or agreement in accordance with its terms. This exclusion does not apply to 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. 13. 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. 14. Expected Or Intended "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. 15. Employer Liability Coverage afforded any of your"employees" for"bodily injury" or"personal and advertising injury": a. To other"employees" arising out of and in the course of their employment; b. To the spouse, child, parent, brother or sister of that "employee" as a consequence of such "bodily injury" to that"employee". c. To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company); or d. Arising out of the providing or failing to provide professional health care services. Subparagraphs a. and b. of this exclusion apply: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if"underlying insurance" is maintained providing coverage for such liability with minimum underlying limits, as described in the Schedule of Underlying Insurance Policies. 16. Property Damage To Employee's Property Coverage afforded any of your "employees" for "property damage" to property owned or occupied by or rented or loaned to: a. That"employee"; b. Any of your other"employees"; c. Any of your partners or members (if you are a partnership or joint venture); or Page 4 of 14 Form XL 00 03 09 16 d. Any of your members (if you are a limited liability company). 17. Uninsured Or Underinsured Motorists Any claim for: a. Uninsured or Underinsured Motorists Coverage; b. Personal injury protection; c. Property protection; or d. Any similar no-fault coverage by whatever name called; Unless this policy is endorsed to provide such coverage. 18. Employment Practices Liability a. Any injury or damage to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as but not limited to: coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person, as a consequence of any injury or damage to that person at whom any of the employment-related practices described in paragraphs (a), (b), or (c) above is directed. This exclusion applies: i. Whether the injury-causing event described in part (1) above occurs before employment, during employment or after employment of that person; ii. Whether the"insured" may be liable as an employer or in any other capacity; and iii. To any obligation to share "damages" with or repay someone else who must pay "damages" because of the injury. 19. Employee Retirement Income Security Act Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Act of 1974), or any amendments to them. 20. Asbestos Any injury, damages, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury" arising out of, or relating to, in whole or in part, the "asbestos hazard" that: a. May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; or b. Arise out of any request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard"; or c. Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21. Racing And Stunting Activities "Bodily injury" or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, or loading or unloading of any"auto"or"mobile equipment"while being used in any: a. Prearranged or organized racing, speed or demolition contest; b. Stunting activity; or c. Preparation for any such contest or activity. 22. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: a. Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or Form XL 00 03 09 16 Page 5 of 14 b. The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or(2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, 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. 23. Limited Underlying Coverage Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage" or "personal and advertising injury"for which: a. an "underlying insurance" policy or policies specifically provides coverage; but b. because of a provision within the "underlying insurance" such coverage is provided at a limit or limits of insurance that are less than the limit(s) for the "underlying insurance" policy or policies shown on the Schedule of Underlying Insurance Policies. 24. Recording And Distribution Of Material Or Information In Violation Of Law Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d. Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. SECTION II - INVESTIGATION, DEFENSE, SETTLEMENT A. With respect to "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies (whether or not the "self-insured retention" applies) and 1. For which no coverage is provided under any "underlying insurance"; or 2. For which the underlying limits of any "underlying insurance" policy have been exhausted solely by payments of "damages" because of"occurrences" during the"policy period", We: 1. Will have the right and the duty to defend any "suit" against the "insured" seeking "damages" on account thereof, even if such "suit" is groundless, false or fraudulent; but our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under coverages afforded by this policy; 2. May make such investigation and settlement of any claim or"suit" as we deem expedient; 3. Will pay all expenses incurred by us, all court costs taxed against the "insured" in any "suit" defended by us and all interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insurance. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured; 4. Will pay all premiums on appeal bonds required in any such "suit", premiums on bonds to release attachments in any such "suit"for an amount not in excess of the applicable limit of insurance, and the cost of bail bonds required of the "insured" because of an accident or traffic law violation arising out of the operation of any vehicle to which this policy applies, but we will have no obligation to apply for or furnish any such bonds; 5. Will pay all reasonable expenses incurred by the "insured" at our request in assisting us in the investigation or defense of any claim or"suit", including actual loss of earnings not to exceed $500 per day per"insured"; and the amounts so incurred, except settlement of claims and "suits," are not subject to the "self-insured retention" and are payable in addition to any applicable limit of insurance. The "Insured" agrees to reimburse us promptly for amounts paid in settlement of claims or "suits" to the extent that Page 6 of 14 Form XL 00 03 09 16 such amounts are within the "self-insured retention". B. You agree to arrange for the investigation, defense or settlement of any claim or "suit" in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit" in addition to any applicable limit of insurance. We will also promptly reimburse you for our proper share, but subject to the applicable limit of insurance, of any settlement above the "self-insured retention" made with our written consent. C. We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any claim or "suit" which in our opinion may require payment hereunder. In no event, however, will we contribute to the cost and expenses incurred by any underlying insurer. SECTION III -WHO IS AN INSURED A. If you are doing business as: 1. 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. 2. 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. 3. 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. 4. 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 stockholders are also "insureds", but only with respect to their liability as stockholders. 5. A trust, you are an "insured". Your trustees are also "insureds", but only with respect to their duties as trustees. B. Each of the following is also an "insured": 1. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than 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: a. Within the scope of their employment by you or while performing duties related to the conduct of your business; and b. Only if such "volunteer workers" or "employees" are insureds under "underlying insurance" with limits of liability no less than stated in the Schedule of Underlying Insurance Policies, subject to all the coverage, terms, conditions and limitations of such "underlying insurance". 2. Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury," "property damage," or"personal and advertising injury"; and b. Unless limits of liability specified in such written contract, written agreement or permit is greater than the limits shown for"underlying insurance"; or c. Beyond the period of time required by the written contract or written agreement. 3. Any person or organization having proper temporary custody of your property if you die, but only: a. With respect to liability arising out of the maintenance or use of that property; and b. Until your legal representative has been appointed. 4. Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this policy. C. With respect to "auto", any "insured" in the "underlying insurance" is an "insured" under this insurance policy, subject to all the limitations of such "underlying insurance". D. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as an "insured" if there is no other similar insurance available to that organization. However: 1. 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; 2. This insurance does not apply to "bodily injury" or"property damage" that occurred before you acquired or formed the organization; and Form XL 00 03 09 16 Page 7 of 14 3. This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. E. Each person or organization, not included as an "insured" in Paragraphs A., B., C., or D., who is an "insured" in the "underlying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". 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 Declarations. With respect to any person or organization who is not an "insured" under"underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self-insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (i) Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (ii) That such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. SECTION IV- LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1. "Insureds"; 2. Claims made or"suits" brought; 3. Persons or organizations making claims or bringing "suits"; or 4. Coverages under which damages are covered under this policy. B. The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of"damages", other than "damages": 1. Because of injury or damage included within the "products-completed operations hazard"; 2. Because of"bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and 3. Because of "bodily injury" and "property damage" arising out of the ownership, operations, maintenance, use, entrustment to others, loading or unloading of any"auto". C. The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" because of injury or damage included within the "products-completed operations hazard". D. The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages" because of"bodily injury" by disease to your"employees" arising out of and in the course of their employment by you. E. Subject to B., C., or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and "personal and advertising injury" arising out of any one "occurrence". F. Our obligations under this insurance end when the applicable Limit of Insurance available is used up. If we pay any amounts for"damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. G. 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. However, 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 the purpose of determining the Limits of Insurance. SECTION V-NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A. The insurance does not apply: 1. To "bodily injury"or"property damage": a. With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or b. Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. Page 8 of 14 Form XL 00 03 09 16 2. To "bodily injury"or"property damage" resulting from the "hazardous properties"of"nuclear material" if: a. The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b. The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or c. The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c. applies only to "property damage" to such "nuclear facility" and any property thereat. B. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means "source material", "special nuclear material" or"by-product material"; "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of"nuclear facility". "Nuclear facility" means: (1) Any"nuclear reactor"; (2) Any equipment or device designed or used for(a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel,"or(c) handling, processing or packaging "waste"; (3) Any equipment or device used for the processing, fabricating or alloying of"special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. SECTION VI -CONDITIONS A. Premium All premiums for this policy shall be computed in accordance with Item 5 of the Declarations. The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period", the earned premium shall be computed for such period, and upon notice thereof to the Named Insured first shown in the Declarations shall become due and payable by such Named Insured. If the total earned premium for the "policy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured. The Named insured first shown in the Declarations shall maintain records of such information as is necessary for premium computation, and shall send copies of such records to us at the end of the "policy period" and at such times during the "policy period" as we may direct. B. Inspection And Audit We shall be permitted but not obligated to inspect your property and operations at any time. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are: 1. Safe; 2. Healthful; or 3. In compliance with any law, rule or regulation. We may examine and audit your books and records at any time during the "policy period" and extensions thereof and Form XL 00 03 09 16 Page 9 of 14 within three years after the final termination of this policy, insofar as they relate to the subject matter of this policy. C. Duties In The Event Of Occurrence, Claim Or Suit 1. You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim under this policy. This requirement applies only when such "occurrence" is known to any of the following: a. You or any additional insured that is an individual; b. Any partner, if you or an additional insured are a partnership; c. Any manager, if you or an additional insured are a limited liability company; d. Any"executive officer"or insurance manager, if you or an additional insured are a corporation; e. Any trustee, if you or an additional insured is a trust; or f. Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. To the extent possible, notice should include: a. How, when and where the "occurrence"took place; b. The names and addresses of any injured persons and witnesses; and c. The nature and location of any injury or damage arising out of the "occurrence"or"offense". 2. If a claim is made or"suit" is brought against any insured, you must: a. Immediately record the specifics of the claim or"suit" and the date received; and b. Notify us in writing as soon as practicable if the claim is likely to exceed the amount of the "self-insured retention"or"underlying insurance", whichever applies. 3. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of any "self-insured retention" or "underlying insurance", whichever applies"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the "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 this policy or any "underlying insurance" or "self- insured retention" may apply. 4. No insured will, except at that insured's own cost, make or agree to any settlement for a sum in excess of: a. The total limits of"underlying insurance"; or b. The"self-insured retention" if no"underlying insurance" applies without our consent. 5. No insureds will, except at that insured's own cost, make a payment, assume any obligation, or incur any expenses, other than first aid, without our consent. D. Assistance And Cooperation Of The Insured The"insured" shall: 1. Cooperate with us and comply with all the terms and conditions of this policy; and 2. Cooperate with any of the underlying insurers as required by the terms of the "underlying insurance" and comply with all the terms and conditions thereof. The "insured" shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured" because of"bodily injury", "property damage" or"personal and advertising injury"with respect to this policy or any "underlying insurance". E. 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 and those of the "underlying insurance" 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 limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. F. Appeals In the event the "insured" or the "insured's" underlying insurer elects not to appeal a judgment in excess of the Page 10 of 14 Form XL 00 03 09 16 "underlying insurance" or the "self-insured retention,"we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the applicable Limit of Insurance, for the: 1. Taxable costs; 2. Disbursements; and 3. Additional interest incidental to such appeal; But in no event will we be liable for"damages" in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance" and we offer to pay our full share of such judgment, but you or your underlying insurers elect to appeal it, you, your underlying insurers or both will bear: a. The cost and duty of obtaining any appeal bond; b. The taxable costs, disbursements and additional interest incidental to such appeal; and c. Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. G. Other Insurance This policy shall apply in excess of all "underlying insurance" whether or not valid and collectible. It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance)which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be: 1. Primary; 2. Contributing; 3. Excess; or 4. Contingent. H. Transfer Of Rights Of Recovery Against Others To Us 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after a loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. a. Recoveries shall be applied to reimburse: (1) First, any interest (including the Named Insured)that paid any amount in excess of our limit of liability; (2) Second, us, along with any other insurers having a quota share interest at the same level; (3) Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. b. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the "insured" has waived any rights of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. I. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy. The Named Insured first shown in the Declarations is authorized on behalf of all "insureds" to agree with us on changes in the terms of this policy. If the terms are changed, the changes will be shown in an endorsement issued by us and made a part of this policy. J. Separation Of Insureds Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this policy to the Named Insured first shown in the declarations, 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. Form XL 00 03 09 16 Page 11 of 14 K. Maintenance Of Underlying Insurance Policies affording in total the coverage and limits stated in the Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied herewith. The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following: 1. Any change in the coverage or in the limits of any "underlying insurance", including but not limited to a change from occurrence coverage to claims made coverage; 2. Termination of part or all of one or more of the policies of"underlying insurance"; 3. Reduction or exhaustion of an aggregate limit of liability of any"underlying insurance". The "self-insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or"suits"which are also covered by this policy. L. Cancellation 1. The Named Insured first shown in the Declarations may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy, written notice of cancellation at least: a. 10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation. The "policy period" will end on that date. Delivery of such notice by the Named Insured first shown in the Declarations or by us will be equivalent to mailing. 4. If the Named Insured first shown in the Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Declarations. If we cancel, the refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. M. Non-Renewal 1. If we decide not to renew, we will mail or deliver to the Named Insured first shown in the Declarations, at the address shown in this policy, written notice of non-renewal at least 30 days before the end of the "policy period". 2. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. If we offer to renew but such Named Insured does not accept, this policy will not be renewed at the end of the current"policy period". N. Workers' Compensation Agreement With respect to "bodily injury" to any officer or other employee arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for"bodily injury" to such officer or other employee automatically terminates at the same time. O. Bankruptcy Or Insolvency In the event of the bankruptcy or insolvency of the "insured" or any entity comprising the "insured", we shall not be relieved of any of our obligations under this policy. P. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. The statements in the Schedule Of Underlying Insurance Policies are accurate and complete; c. The statements in a. and b. are based upon representations you made to us: d. We have issued this policy in reliance upon your representations; and e. If unintentionally you should fail to disclose all hazards at the inception of this policy, we shall not deny coverage under this policy because of such failure. SECTION VII - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance" policy. Page 12 of 14 Form XL 00 03 09 16 "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. "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". "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement; or 2. Any claim or"suit' by or on behalf of a governmental authority demanding that the "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"pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (1) That are, or that are contained in any property that is: a. Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; b. Otherwise in the course of transit by or on behalf of the "insured"; or c. Being stored, disposed of, treated or processed in or upon any"auto"; or (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the"insured"for movement into or onto any"auto"; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the"insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance"or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury," "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in paragraphs 6.b and 6.c. of the definition of"mobile equipment'. Paragraphs b. and c. above do not apply to"accidents"that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. "Damages" include prejudgment interest awarded against the "insured"on that part of the judgment we pay. "Damages"do not include: 1. Fines; 2. Penalties; or 3. Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subject to the foregoing, "damages" include damages for any of the following which result at any time from "bodily injury" to which this policy applies: 1. Death; 2. Mental anguish; 3. Shock; 4. Disability; or 5. Care and loss of services or consortium. "Insured" means any person or organization qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately to each "insured" against whom claim is made or "suit' is Form XL 00 03 09 16 Page 13 of 14 brought, except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). "Occurrence" means 1. With respect to "bodily injury" or "property damage": an accident, including continuous or repeated exposure to substantially the same general harmful conditions, and 2. With respect to "personal and advertising injury": an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". "Policy period" means the period beginning with the inception date stated as such in the Declarations and ending with the earlier of: 1. The date of cancellation of this policy; or 2. The expiration date stated as such in the Declarations. "Self-insured retention" means the amount stated as such in the Declarations which is retained and payable by the "insured" with respect to each "occurrence". "Underlying insurance" means the insurance policies listed in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies. The limit of"underlying insurance" includes: 1. Any deductible amount; 2. Any participation of any"insured"; and 3. Any"self-insured retention" above or beneath any such policy; Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this policy, including Medical Payments Coverage as described in the "underlying insurance." The coverages and limits of such policies and any such deductible amount, participation or"self-insured retention" shall be deemed to be applicable regardless of: 1. Any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of its policy; or 2. The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any"insured" is borne by you and not by us. Page 14 of 14 Form XL 00 03 09 16 HUITT ZOLLARS INC POLICY NUMBER: 46 XHU OL6HJF THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Form IH 03 07 06 11 Page 1 of 1 ©2011, The Hartford 71/20/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Joe Bryant Risk Strategies PHONE FAX 12801 North Central Expy. Suite 1725 MA E-MAIL Ext: 214 323-4602 A/C No): 214 503-8899 Dallas,TX 75243 ADDRESS: RSCcertrequest@risk-strategies.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: AXIS Surplus Insurance Company 26620 INSURED INSURER B: Huitt-Zollars, Inc. 5430 LBJ Freeway INSURERC: Suite 1500 INSURERD: Dallas TX 75240 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 88931526 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ OCCUR DAMAGE S( RENTED CLAIMS-MADE PREMISES Ea occurrence) ccurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A ProfessionalLiability EBZ665006/01/2026 1/23/2026 1/23/2027 Per Claim 1,000,000 Pollution Liability Annual Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible.Thirty(30)day notice of cancellation in favor of certificate holder on all policies. RFP#A-2025-018-04 ON-CALL WATER RESOURCES ENGINEERING SERVICES APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 7:27 am,Jan 22,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Heidi Chou ACCORDANCE WITH THE POLICY PROVISIONS. 215 S. Center St., M-85 Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE Joe Bryant ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 88931526 126/27 PL Master-Full Limits Lisa Lattuga 11/20/2026 10:05:59 AM (CST) I Page 1 of 1 A I■ 5. Reimbursement If, at our option, we have paid any amounts for Damages or Claim Expense in excess of the Limit of Liability, or if we have paid part or all of any deductible, you shall reimburse us for such amounts upon demand.We will have the right to seek recovery from you for any Claim Expense or Damages paid by us as a result of any portion of a Claim that is not covered by this Policy. K. Otherinsurance If other collectible insurance, including but not limited to project specific insurance, applies to a Claim covered under this Policy, the other insurance must pay first and this Policy is excess over such other insurance. However, this Policy will not be excess over other insurance that is specifically arranged by you or on your behalf to apply in excess of this Policy, and no other insurance applies to the Claim. L. Policy Territory Coverage under this Policy applies to Claims made in any jurisdiction in the world. If a Claim is made outside the United States of America and its territories and possessions, Puerto Rico or Canada: 1. We shall have the right but not the duty to investigate, defend or settle any such Claims brought against you. 2. If we do not exercise such right, you shall, under our supervision, arrange for such investigation and defense of the Claim as is reasonably necessary, and subject to our prior authorization, shall effect such settlement thereof as we and you deem expedient; 3. Subject to the terms of this Policy, we will reimburse the Named Insured for the reasonable cost of such investigation and defense and the amount of any such settlement or judgment. 4. Such reimbursement shall be made in United States currency at the conversion rate published in The Wall Street Journal on the date the judgment is rendered or the date that the amount of the settlement is agreed upon or the date expenditure is made. M. Representations By accepting this Policy,you agree that: 1. the statements made and information contained in the Application for this insurance furnished to us are true, accurate and complete, and are representations that the Named Insured made on behalf of all Insureds; and 2. we have issued this Policy in reliance upon those representations. If such representations or such information are not true, accurate and complete, this Policy shall be null and void in its entirety and we shall have no liability hereunder. N. Severability Misrepresentations, concealment, breach of condition or violation of any duty under this Policy by one Insured shall not prejudice the interest or coverage of another Insured under this Policy. O. Subrogation and Recovery In the event of any payment under this Policy, we will be subrogated to all of your rights of recovery therefore against any person or organization, and you shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights.You shall do nothing to prejudice such rights. We will have no rights of subrogation against any Insured hereunder, or against your clients if prior to the Claim, a waiver of subrogation was so required and accepted under a specific contractual undertaking by you for such client. Any recoveries shall be applied first to us up to the amount we have paid for Damages and Claim Expense; then,to you as recovery of Deductible amounts paid as Damages and Claim Expense. DP 0001(Ed.02 11) Page 10 of 10