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HomeMy WebLinkAbout26192AGREEMENT INFORMATION AGREEMENT NUMBER 26192 NAME/TYPE OF AGREEMENT ARDURRA GROUP, INC DESCRIPTION AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT/CIVIL ENGINEERING SERVICES FOR CITYWIDE FLOOD MITIGATION IMPROVEMENTS RFQ NO. 23-24- 004/FI LE ID: 19045/R-26-0192/MATTER ID: 26-1685 EFFECTIVE DATE July 13, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/13/2026 DATE RECEIVED FROM ISSUING DEPT. 7/14/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Luis Caseres/Max Sagesse NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Ardurra Group Inc. EXT. 1923 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 1,554,924.65 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Amendment No. 1 ■ ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): RFQ 23-24-004 - Civil Engineering Services for Citywide Flood Mitigation Improvements COMMISSION APPROVAL DATE: 04/23/2026 FILE ID: 19045 ENACTMENT NO.: R-26-0192 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER Reviewed and OK to proceed. Fernando Ponassi May 12, 2026 113:34:13 Annie Perez, CPPO EDT SIGNATURE: ,—DocuSigned by: _Al -A. .(7 RISK MANAGEMENT May 12, 2026 113:37:54 David Ruiz EDT SIGNATURE: — 89540EB73CAC468... ,—DocuSigned by: ttrnigittM.t BUDGET OFFICE Funding is determined upon PO issuance LEM 5/26/26 May 27, 2026 115:39:19 Marie Gouin EDT SIGNATURE: '— 55349B495F254B0... ,—Signed by: "--- CITY ATTORNEY /s/ TMF 26-1685 Matter ID No. 26-0192 June 29, 2026 1 15:51:33 George K. Wysong III EDT SIGNATURE: F6E8"317 b6G54"9'6— ,—DocuSigned by: �{ bK0 �t W/I1U ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER June 29, 2026 116:16:29 Erica T. Paschal Darling,Docusigned EDT SIGNATURE: 8877GE9FL882488— by: ei>Pao.ola.al ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A jE&SD50*B3f354BC... Barbara Hernandez, MPA N/A SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE June 30, 2026 108:10:20 Asael Marrero EDT SIGNATURE: - DocuSigned by: vv("v `—COF4AD9ABO3B45A.. DEPUTY CITY MANAGER June 30, 2026 08:37:49 Natasha Colebrook-Williarrs—DocuSignedby: EDT SIGNATURE: Ne4A41.4 US) CITY MANAGER July 13, 2026 I 15:08:31 James Reyese—Signed EDT SIGNATURE: 84 B7b0'97'gCiE7fi4"TB ... by: \AG80-25GF2CGA478 CITY CLERK July 13, 2026 116:52:17 Todd Hannon EDT SIGNATURE: DocuSigned by: rnso�ssn.nc�lnsn PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 26037 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 AMENDMENT OVERVIEW PSA TITLE: RFQ 23-24-004 Civil Engineering Services for Citywide Flood Mitigation Improvements — Ardurra Group, Inc. 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer - Authority level of $ ❑ City Manager - Authority level of $ ❑x City Commission - RESOLUTION No. 24-0203 2. PROCUREMENT METHOD: RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK 0 PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. TYPE OF AGREEMENT: o PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT ❑ OTHER (Please explain): 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. Amendment No. 1 to increase the total value of the agreement by $232,776.38 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? 0 YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? 26-0192 6. WHAT IS THE SCOPE OF SERVICES? The Consultant shall provide design engineering services for road reconstruction including, but not limited to, drainage improvements, stormwater modeling, sidewalks, ADA compliant ramps, curb and/or gutter structures, pavement markings and striping, roadway signage, utility coordination, design development, construction permitting, bidding and construction administration. The proposed drainage will include exfiltration trenches and a series of underground injection wells. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Department of Resilience and Public Works 8. IS THE AWARDEE THE INCUMBENT? N/A 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? Upon completion of the project 11.WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $1,322,148.27 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statutes Sec. 287.055, Consultants' Competitive Negotiation Act (CCNA) Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 CITY OF MIAMI DEPARTMENT OF RESILIENCE AND PUBLIC WORKS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH ARDURRA GROUP, INC. FOR CIVIL ENGINEERING SERVICES FOR CITYWIDE FLOOD MITIGATION IMPROVEMENTS CONTRACT RFQ NO. 23-24-004 This Amendment No. 1 to the Professional Services Agreement dated November 4, 2024 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Ardurra Group, Inc. ("Consultant"), a Florida Profit Corporation, for the provision of civil engineering services for citywide flood mitigation improvements ("Services") for the Department of Resilience and Public Works ("RPW") is entered into this 13th day of July , 2026. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 23-24-004, the City Manager executed an Agreement with the Consultant for an amount of $1,322,148.27; and WHEREAS, the current Water Main Compensation Limit is insufficient to address the additional work for the replacement of small water main within the City of Miami 8" Street project; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to accommodate the additional work for the replacement of small water main within the City of Miami 8' Street project; and WHEREAS, this Amendment No. 1 to the Agreement increases the capacity of the Agreement by $232,776.38, thereby increasing the award value from $1,322,148.27 to an amount of $1,554,924.65; and WHEREAS, on April 23, 2026, the City Commission has adopted Resolution No. 26-0192, to approve the corresponding increase in the Compensation Limits. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: Section 2.04-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," hereto; which is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation payable to the Consultant by the City, exceed One Million Five Hundred Fifty -Four Thousand Nine Hundred Twenty -Four Dollars and Sixty -Five Cents ($1,554,924.65), inclusive of Reimbursable Expenses, a Dedicated Allowance for the Water Main portion of the Project, and Owner's Contingency Allowances, as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Amendment No. 1 to the Professional Services Agreement with Ardurra Group, Inc. for Civil Engineering Services for Citywide Flood Mitigation Improvements. this Agreement, as it may be amended from time to time. The work may never exceed the limitations provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act for Continuing Contracts, and other limitations on compensation, as applicable. Counterparts; Electronic Signatures This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Amendment No. 1 to the Professional Services Agreement with Ardurra Group, Inc. for Civil Engineering Services for Citywide Flood Mitigation Improvements. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Ardurra Group, Inc., a Florida Profit Corporation 4 Signature njAP\f. ILSA Signature Rodolfo Remon, Managing Principal Christopher Kuzler, Managing Principal and Authorized Representative Print Name, Title ATTEST: Brent Walters. Secretary Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: DocuSigned by: r {-46D+566fleF1-4 . 1 Todd B. Hannon, City Cle Signed bv: Print Name, Title (Corporate Seal) '4Qesk‘sik'`� PflFi�j p, ' SEAL 1977 ss OR►O Y , ,` �,,,,,,, ,,, a CITY OF MIAMI, a municipal corporation of the State of Florida Signed by: c2 0E-2 James Reyes, City Manager APPROVED AS TO INSUR APPROVED AS TO LEGAL FORM AND REQUIREMENTS: ,-DocuSigned by: ttvni S 95F25 I David Ruiz, Interim Director Risk Management Department CORRECTNESS: DocuSigned by: rautrot,, i1�l�sot 111 882486... George K. Wysong III, City Attorney 26-1685 DSA Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Amendment No. 1 to the Professional Services Agreement with Ardurra Group, Inc. for Civil Engineering Services for Citywide Flood Mitigation Improvements. CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) HEREBY CERTIFY that at a meeting of the Board of Directors of Ardurra Group, Inc. , a corporation organized and existing under the laws of the State of Florida , held on the 5th day of February , 2026 a resolution was duly passed and adopted authorizing (Name) Christopher Kuzler as (Title) Managing Principal and Authorized Representative of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of February 20 26 Secretary: Print: Brent Walters CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , 20_ a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of oartners: Name Street Address City State Zip Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Amendment No. 1 to the Professional Services Agreement with Ardurra Group, Inc. for Civil Engineering Services for Citywide Flood Mitigation Improvements. CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF Florida SS: COUNTY OF Miami -Dade The foregoing instrument was acknowledged before me this 5th day of February 2026, by Christopher Kuzler , who is personally known to me or who has produced as identification and who (did / did not) take an oath. bivth;c4-.0J SIGNATURE OF NOTAR PUBLIC BLIC STATE OF Florida 0/(1 n.I4aV PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC ;tiv pue.. CRISTINA R HARPER �}• �'. Notary Public - State of Florida Commission HH 293374 My Comm. Expires Aug 30, 2026 ''''''. Bonded through National Notary Assn. Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 ARDURRA CONSULTANT WORK ORDER PROPOSAL Date: September 9, 2025 Bethania Vergel, PE WASD Utility Coordinator Miami -Dade Water and Sewer Department Utility Engineering - Pipeline Division 3071 SW 38th Avenue Miami, Florida 33133 IAMB yMTAMI-DAOE �ii ar'lt a ioun WATER AND SEWER DEPARTMENT paw 9/11/2025 Protect 10. 20320 • B.233906 IA ACCEPTED D NOT ACCEPTED �iaview 6V: Vicky Lozacia,PM Reference: Replacement of Small Water Main within the City of Miami 8th St Project City of Miami Project 40-8-233606 WASD Project PCTS No. 20320 (JPA with MD WASD) Dear Ms, Vergel: Reference: Ardurra Group, Inc. (Ardurra) proposes to provide the services identified below for the project entitled 'Replacement of Small Water Main within the City of Miami 8th St Project", pursuant to its Professional Service Agreement with the City of Miami for Civil Engineering Services for Citywide Flood Mitigation Improvements (RFQ 23-24- 004). dated November. 17, 2023. This Scope of Work was added to the original contract for professional engineering services for: 1. Design the installation of approximately 6,030 LF of new 8-inch DIP WM and 1,730 of 12-inch DIP WM (7,760 LF total) with new services and fire hydrants within the 8`h Street Neighborhood. per VVASD standards and specs. The project also requires coordination between Miami -Dade Water and Sewer Department (M-D WASD) and the City of Miami to install the proposed Water Mains during the proposed improvements in that area (Project B-233666). The services proposed under this scope includes design, construction documents, permitting, procurement support, and limited construction support services, which include the Final Certification for placement the new water main into operation. Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 SUMMARY OF PROPOSAL OR ENGINEERING S 'VICES MDC # - POTS 20320 and Cit of Miami B#: B-233606 PCTS -- 20320 City of Miami B#: B-233606 Project Name: Replacement of Small Water Main within the City of Miami 8th St Project Contract No./TA No.' Bit. B-233606 WASD Project Manager: Vicky Lozada, PM Date: 09/09/2025 . SCOPE OF SERVICES This Scope of Work is for professional services to the Miami -Dade Water and Sewer Department (DEPARTMENT) associated with the design new small diameter water mains via City of Miami JPA B233606. Ardurra will design and prepare bid documents for approximately 7,760 LF linear feet of 8-Inch and 12-Inch diameter water main including connections to the existing water main. The design also includes air release valves, and isolation plug valves along the corridor. 2. SCHEDULE Proposed Schedule includes the following activit es indicated below: Task No. Description Weeks Anticipated Completion Date 1.1 Topographic Survey 4 Mon 10/13/25 2.1 30% Design Submittal 16 Mon 2/2/26 2.2 60% Design Submittal 20 Mon 6/22/26 2 3 90% Design Submittal 10 Mon 9/21126 2.4 Permit Package 16 Mon 1111127 2.5 100% Design Submittal 8 Mon 3i8127 3.0 Procurement Support Services 24 Mon 8/23/27 4.0 Construction Support Services 73 Mon 3/26/29 This schedule assumes a three-week comment period for deliverables, beginning the first business day after the submittal of each deliverable. One week after the comment period commences, a design review workshop will be held with all applicable WASD stakeholders. The consultant will conduct the workshop(s) and will schedule workshop(s) at the commencement of the task to hold a date for each workshop. Once comments are received and addressed, the consultant will compile a comment log for the deliverable, The log shall include a summary of the comment, the individual providing the comment, and the design tearn's response to the corn ment. 3. DELIVERABLES Deliverable generally consists of Plans, Technical Specifications, Permit Applications, Opinion of Probable Cost and Schedule of Values, Bid Phase Assistance, and Monthly Status Reports. 4, SCHEDULE OF FEES A detailed Schedule of Fees worksheet is included in Attachment A; a summary of the Schedule of Fees is presented herein: Task Description Total Fee 1.i Topographic Survey ,14,454.62 2.1 30% Design Submittal $89,4(}4.10 2.2 60% Design Submittal $94,628.45 2.3 90% Design Submittal $67,806.64 2.4 Permit Package $14,493.04 2.5 100% Desiggn Submittal & Bid Set $18,173.43 3.0 Procurement Support Services $14,895.85 4.0 Construction Support Services $62,509.50 SUB -TOTAL TASK AUTHORIZATION $376,365.63 Design Contingency/Optional Services, NTE — Contingency Allowance $36,191.10 TOTAL TASK AUTHORIZATION $412,556.74 COMPENSATION The services described above will be compensated in accordance with PCTS 20320 as a Lump Sum fee of $376,365.63, The total not -to - exceed (NTE) value of this Task Authorization is $412,556.74, inclusive of allowance and reimbursable costs. Additional services not specifically included in this scope of services will constitute a task revision which will require Department approval from Department. A monthly invoice will be substantiated with written status reports and the estimated completion percentage for each task. 6. ANTICIPATED REVISIONS N/A Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 ARDURRA SCOPE OF SERVICES; TASK 1 — Surveying Task 1.1 Survey Services Ardurra will prepare Boundary and Topographic Surveys including the full width right-of-way for roadway intersections with 100 feet of coverage in each direction identified on the attached Exhibit "A" marked in purple boxes. These additional areas will be added to the survey data collected within the areas highlighted in yellow on Exhibit "B". Ardurra will establish existing right-of-way boundaries based on location of field evidence together with record information. Permanent monuments will be set at block corners where no monuments were observed and Permanent Control Points (PCP's) will be set on centerline at points of intersection, points of curvature, and Points of tangency, as identified by the Surveys. horizontal coordinates will be shown relative to Florida State Plane Coordinates: NAD8312011, based on existing published survey control points, observed at the time of the field survey. The Surveys will include .location of above ground improvements and trees 4 inches in diameter and larger within and up to 15 feet beyond the existing right-of-way boundaries. Gravity Sanitary and Storm drainage structures will be located and identified with elevations at top of rirn/grate, bottom of structure, and pipe inverts identified with pipe diameter and material where accessible from the surface. Elevations shown on the survey will be relative to the North American Vertical Datum of 1988 (NAVD88). The method of conversion of elevations to NGVD29 Datum will be noted on the survey if required. Primary benchmarks will be located, verified, and used for primary vertical control as necessary to establish secondary vertical survey benchmarks within the project areas, Additional Survey includes approximately 2100 LF of ROW at 9 intersections. Deliverables ■ Updated Topographic Boundary Survey TASK 2 -- Engineering Design Services Engineering design services include the following activities. General Project Management related activities for Design • Attendance to Kickoff meeting and preparation of draft and final Meeting Minutes. • Site/Field visits • Utility Coordination as this project will iiripact the Public Right of Way • Coordination with recent and future projects that share this Public Right of Way to avoid conflicts and repetitious construction. • Gather and review background information and as-builts pertinent to existing utilities in the Public Right- of -Way • Review and verification of ail information provided by the Department • identification of Utility Conflicts and Documented Information on the Monthly Utility / Agency 1 Municipality Tracking Sheet with corresponding backup Information. Sunshine 811 Design Ticket should be provided as backup. • Identification of Municipal Jurisdiction's Special Requirements. • Gather and review background information and as-built's. • Investigate and develop index and mapping of potential contamination sites. • Develop Construction Documents- Plans, Specs and Engineer's Opinion of Probable Costs. • Schedule and attend to review workshops with MD-WASD and other stakeholders. 2 Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 7 ARDURRA • Maintenance of Traffic (MOT) will be provided by the Flood Mitigation Improvements Project B- 233606. However minor adjustment to the MOT may be necessary for the installation of the water main. • Project Schedule Update in Microsoft Project • Development of Complete Engineering Plans • Preliminary Opinion of Probable Construction Cost • Contract and Bid Documents (Front -End Documents and Construction Specifications) • Specification will follow MD WASD format applicable to this project type and pertinent to MCC 704017360 requirements. • Prepare and submit progress drawings and documents for the City of Miami and M-D WASD review and approval. These submittals are divided in sub -tasks and includes the following deliverables: Task 2.1 30D/0 Design Submittal 30% Design Deliverables: • Submittal will be electronic using MD WASD E-Builder Platform In addition, and as requested Ardurra will provide: • One (1) copy of 24" x 36' Design Plans (Scale 1":40'). • One (1) copy of technical specification's table of content. One (1) copy of preliminary Opinion of Probable Construction Cost. • One (1) copy of the Utility/Agency/Municipality Tracking Matrix • CD or Memory Stick with design drawings in Auto Cad and pdf format, specs in word, excel and pdf format, and draft and final meeting minutes, • ARDURRA will schedule a Design Review Workshop with MD WASD PM and Stakeholders to discuss all review comments of the 30% Submittal. Task 2.2 60% Design Submittal 60% Design Deliverables: • Submittal will be electronic using MD WASD E-Builder Platform, In addition, and as requested Ardurra will provide: • One (1) copy of 24" x 36" Design Plans and Profiles (Scale 1":40'). • One (1) copy of technical specification. • One (1) copy of preliminary Opinion of Probable Construction Cost. One (1) copy of the Utility/Agency/Municipality Tracking Matrix • CD or Memory Stick with design drawings in Auto Cad and pdf format, specs in word, excel and pdf format, and draft and final meeting minutes. • Ardurra will schedule a Design Review Workshop with MD WASD PM and Stakeholders to discuss all review comments of the 60% Submittal. Task 2.3 90% Design Submittal 90% Design Deliverables: • Submittal will be electronic using MD WASD E-Builder Platform. In addition, and as requested ARDURRA will provide: • One (1) copy of 24" x 36" Design Plans and Profiles (Scale 1":40'). • One (1) copy of technical specifications. • One (1) copy of preliminary Opinion of Probable Construction Cost. Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 ARDURRA • One (1) copy of the Utility/Agency/Municipality Tracking Matrix • CD or Memory Stick with design drawings in Auto Cad and pdf format, specs in word, excel and pdf format, and draft and final meeting minutes. • Ardurra will schedule a Design Review Workshop with MD WASD PM and Stakeholders to discuss all review comments of the 90% Submittal. Task 2.4 Permit Services includes: • Submittal will be electronic using MD WASD E-Builder Platform. In addition, and as required by the permitting agencies ARDURRA will provide: • One (1) copy of Design Plans and Profiles (Scale 1°:40'), signed and sealed. • One (1) copy of technical specifications, signed and sealed, • Completed permit applications for each agency signed and sealed by ARDURRA's Engineer of Record (EOR) • Tracking and response to RFts from permitting agencies • Tracking sheet with dates of submittal of each application and approval or comments from the corresponding agency. The following agencies have been identified as having jurisdiction for this project: MiatW-Dade County Pubic Works • Miami -Dade County RER Water / City of Miami Fire Department ▪ Florida health Department • City of Miami Publics Works Department Task 2.5 100% Design Submittal 100% Design Deliverables: • Submittal will be electronic using MD WASD E-Builder Platform. In addition, and as requested Ardurra will provide: • Five (5) copies of 24" x 36" Approved Design Plans (Scale 1 ":40') • Five (5) copies of technical specifications, one original (not bound) Two (2) copies of the Final Opinion of Probable Construction Cost, CD or Memory Stick with design drawings in Auto Cad and pdf format, specs in word, excel and pdf format, and draft and final meeting minutes. TASK 3.0 — Procurement Support Services a. Coordinate and respond to questions and issue addenda b. Prepare for and attend a Pre -bid project briefing c. Provide technical support to WASD PM during preparation of recommendation for apparent low bidder d, Provide input and assistance during contract award process. TASK 4.0 — Construction Support Services a. Attend pre -construction meeting b. Shop drawing review 4 Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 ARDURRA c. Respond to ten (10) RFI's d_ Assist in field changes via response to RFIs e. Review and recommend approval up to ten (10) change order requests. i. Request and review WASD CMflnspector Construction progress reports with pictures and any relevant information pertaining to the project to certify the project. g. Conduct site visits to certify the project to observe on -going construction and any test that are necessary for pipe certification, up to one (1) two (2) hours visit per week. As the Engineer of record, provide sign and seal permit applications for Project's Certification of Construction forms per Florida Department of health requirements for acceptance to placement of water main in operation. h, Review project record drawings (As -Built) L Final Certification of the Project. Project Close -Out Support: ARDURRA will assist MDWASD with project Close -Out activities. Deliverables: .r Review comments/certification of as-builts Project Certification Forms GENERAL REQUIREMENTS The guidelines are mainly for Design -Bid -Build method projects. Design -Build projects, JPA, MOU/MAU projects and In-house construction projects may have different requirements. All submittal documents shall be in PDF and original electronic file formats, such as Microsoft Word, Excel and Microsoft Project, AutoCAD Drawing. All electronic files shall have meaningful! names and saved on one (1) CD or USB drive. • Tasks may be various by names or numbers, but Tasks should be associated to Project Schedules and be measurable. • The Proposal total fee should be within a reasonable range for similar project costs, • Design consultants shalt follow the current WASD Standards and Details posted on the Internet_ http://www.miamidade.gov/water/design-construction-standards.asp ASSUMPTIONS/CLARIFJCATIONS The following assumptions/exclusions were made during preparation of the proposed Scope of Work and Fee Proposal and are included below for clarification: 1. Topographic survey wilt be completed on FL State Plane Coordinate System, East Zone, NAD$3 and provided in electronic format compatible with AutoCAD 2017. Conversion equation to NGVD will be included on each drawing sheet (Topographic Survey will comply with MD- WASD requirements) 2, All drawings will be compatible with AutoCAD 2017. 3. WASD and/or the City of Miami will prepare and provide to Design Consultant complete front-end General Specifications, specifically project Bidding and Contracting Requirements. 4. Public involvement services are not required to be provided by the Design Consultant. 5. Permit fees shall be paid by WASD, 6. It is anticipated that trenchless technologies design will not be required for this project 7. Plans scale will be 1:40. Scale change is not included on this proposal 8. Project limits and pipeline size will be as specified in this project scope of work 9. Traffic studies will not be performed by Ardurra 10. WASD will confirm standard technical specifications 11. WASD will notify Ardurra one week in advance of any meetings 12. Ardurra is not responsible for delays during permitting process caused by permitting agencies reviews 13, WASD will confirm CAD Standards 14. Requested information being made available by WASD Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 ARDURRA 15. VVASD will assist Ardurra in performing private property coordination with Property Owners for site visits 16. Ardurra will not perform CLR work for this project 17. Ardurra will not perform coordination with property owners/residents 18. Ardurra will not perform individual private property site visits 19. Construction management and inspection services will be performed by Others 20. Ardurra will only review VVASD's hydraulic modeling results and will not prepare or submit separate models 21. WASD personnel being available for meetings 22. Attendance of the Design Consultant at regularly scheduled construction meetings will be limited to design clarifications and RFIs as needed 23. Fire hydrant details will be shown for major conflicts as detected per utility as-builts obtained Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 / r4\ ARDURRA. SCHEDULE OF WORK — TIME OF PERFORMANCE Consultant shall submit the Deliverables and perform the Work as depicted in the tables below Task or Activity ID* Task Name and/or Activity Description Duration reeks Projected Start Date Projected Finish Date* 1.1 Topographical Surrey 4 NTP NTP + 4 weeks 2.1 30% Design Submittal. 12 NTP + 4 weeks NTP + 16 weeks Allocated Review time for City of Miami and WASD review of 30% Submittal 3 NTP + 16 weeks NTP + 19 weeks Provide Responses to provided 30% Comments 1 NTP + 19 weeks NTP + 20 weeks 2.2 60% Design Submittal 16 NTP + 20 weeks NTP + 36 days Allocated Review time for City of Miami and WASD review of 60% Submittal 3 NTP + 36 weeks NTP + 39 weeks Provide Responses to provided 60% Comments 1 NTP + 39 weeks NTP + 40 weeks 23 90% Design Submittal 6 NTP + 40 weeks NTP + 46 weeks Allocated Review time for City of Miami and WASD review of 90% Submittal 3 N 7P + 49 weeks NTP + 52 weeks Provide Responses to provided 90% Comments 1 NTP + 52 weeks NTP + 53 weeks 2.4 Permit Package 2 NTP + 53 weeks NTP + 55 weeks Allocated Review time for Agencies Review and Approval 12 NTP + 55 weeks NTP + 67 weeks Obtain all permits 2 NTP + 67 weeks NTP + 69 weeks 2.5 100% Design Submittal 4 NTP + 69 weeks NTP + 73 weeks Allocated Review time for City of Miami and WASD review of 100% Submittal 3 NTP + 73 weeks NTP + 76 weeks Provide Responses to provided 100% Comments 1 NTP + 76 weeks NTP + 77 weeks 3.0 Procurement Support Services 24 NTP +77 weeks N7P + 101 weeks 4.0 Construction Support Services 73 During Construction • An updated schedule, indicating actual delivery dates, based on the listed durations, will be provided to WASD upon receipt of NTP. The above durations include 4 weeks duration for review time by WASD between each submittal • Project schedule assumes a three -meek comment period for deliverables, beginning the first business day after the submittal of each deliverable. One week after the comment period concurrences. a design review workshop will be held with all applicable WASD stakeholders. The consultant will conduct the workshops) and will schedule workshop(s) et the commencement of the task to hold a date for each providing the comment and the design team's response to the comment. The design and permitting completion schedule is anticipated to be seventy-six (76) weeks from Notice to Proceed as identified in the Schedule of Deliverables table above. This schedule assumes a three-week comment period for deliverables, beginning the first business day after the submittal of each deliverable. One week after the comment period commences, a design review workshop will be held with all applicable WASD stakeholders. The consultant will conduct the workshop(s) and will schedule workshop(s) at the commencement of the task to hold a date for each workshop. Once comments are received and addressed, the consultant will compile a comment log for the deliverable. The log shall include a summary of the comment, the individual providing the comment, and the design team's response to the comment. 7 Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 ARDURRA COMPENSATION Consultant shall perform the Work detailed in this Proposal for a Total Lump Sum fee of Four Hundred and twelve thousand, five hundred and fifty six dollars, and seventy four cents ($412,556.74). WASD shall not be liable for any fee, cost, expense or reimbursable expense or other compensation beyond this amount. Said fee includes an allowance for Reimbursable Expenses required in connection with the Work, which shall not exceed $0.00. Said Reimbursable Expenses shall be used in accordance with the Agreement Provisions and shall conform to the limitations of Florida Statutes § 112.061. SUMMARY OF COMPENSATION Task orActivity ID # Task Name anchor Activity Description Fee Amount Fee Basis 1.1 Topographical Survey $14, 454. 62 Lump Sum 2. 1 30% Design Submittal. $89,404.10 Lurnp Sum 2.2 60% Design Submittal $94,628.45 Lump Sum 2.3 90% Design Submittal $67, 806.64 Lump Sum 2.4 Permit Package $14, 493.04 Lurnp Sum 2.5 100% Design Submittal $18,173.43 Lump Sum 3.0 Procurement Support Services $14,895.85 Lump Sum 4,0 Construction Support Services $62,509.50 Lump Sum Allowance Contingency for unforeseen design services $36, 191. 10 Lump Sum TOTAL AMOUNT $412,556.74 Lump Sum `Note: Compensation should match the Task, Activities, and/or Deliverables identified. ALLOWANCE FOR ADDITIONAL SERVICES WASD may establish an allowance for additional services requested by WASD and for unforeseen circumstances, which shall be utilized at the sole discretion of WASD. PATA PROVIDED BY WASD WASD shall provide the CONSULTANT if available: • WASD Water and Sewer Atlas Maps • WASD Water and Sewer As-builts • CAD Standards • Technical Specifications format • Environmental Contamination Reports, if available. Docusign Envelope ID: 86BE8974-416B-8B26-81BE-35B0696606D2 We appreciate the opportunity to present our servicesto you. If you have any questions regarding this proposal, please do not hesitate to contact our office. PROJECT MANAGER CONSULTANT'S Project Manager for this Work Order assignment will be Nicholas Fernandez, PE Prepared by: Nicholas Fernandez, PE — Project Manager Ardurra Group, Inc ARDURRA Approval by: Ardurra Group, Inc Reviewed and approval in concept recommended by: .�s baRi FClzarazo, P Miami -Dade Water and 4 Depa = ent Utility Engineering - Pipeline Divisiorr Reviewed and approval S i d a n in concept recommended by: Clara Digitally signed by 5idan, Clara Date: 2025.09.26 12:19:07 -04'00" Clara Sidan, PE City of Miami Resilience and Public Works Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 ARDURRA-01 KMCGUFFIN , ,d►coRO CERTIFICATE OF LIABILITY INSURANCE �----- DATE(MM/DD/YYYY) 5/8/2026 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 Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 CONTACT NAME: PHONE (A/C, No, Ext): (703) 827-2277 (A/c, No):(703) 827-2279 a DD RIEss: admin@amesgough.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA : Charter Oak Fire Insurance Company A++ (XV) 25615 INSURED Ardurra Group, Inc. 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 INSURER B: Phoenix Insurance Company A++, XV 25623 INSURER C: Travelers Property Casualty Company of America, A++, XV 25674 INSURERD: National Fire & Marine Ins. Co. A++ XV 20079 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY \‘ EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X X 630-5X487435 1/1 1/1/2027 DAMAGE TO RENTED PREMISES (Ea occurrence) 1,000 000 $ X Contractual Liab. v MED EXP (Any one person) $ 15,000 /�� PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: r^^� {,/' GENERAL AGGREGATE $ 2,000,000 X POLICY X PED LOC ` / V PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: O v $ B AUTOMOBILE LIABILITY So`\ �`2 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ X ANY AUTO X X 81. 09 `O __ 1/1/2026 1/1/2027 BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS �� BODILY INJURY (Per accident) $ ONLY AUUTOS ONLY �o O AMAGE$ (Per accident) PAUTOS 911;;)ROPERTY� $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 15,000,000 EXCESSLIAB CLAIMS -MADE X X CUP-5X642114 1/1/2026 1/1/2027 AGGREGATE $ 15,000,000 DED X RETENTION $ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X PER STATUTE OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N N X UB5X489557 1/1/2026 1/1/2027 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Professional Liab. 42-EPP-306878-08 1/1/2026 1/1/2027 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PSA 23-24-004/4 Civil Engineering Services for Citywide Flood Mitigation Improvements City of Miami are included as additional insured with respect to General Liability, Automobile Liability, and Umbrella Liability when required by written contract. General Liability includes Additional Insured coverage for On -Going & Completed Operations as required by written contract. General Liability, Automobile Liability, and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. General Liability, Automobile Liability, Workers Compensation, and Umbrella Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30-day Notice of SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION Cityof Miami 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 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 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 AGENCY CUSTOMER ID: ARDURRA-01 KMCGUFFIN LOC #: 0 AFRO AGENCY Ames & Gough ADDITIONAL REMARKS SCHEDULE Page 1 of 1 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 ADDITIONAL REMARKS NAIC CODE SEE P 1 NAMED INSURED Ardurra Group, Inc. 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 EFFECTIVE DATE: SEE PAGE 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: Cancellation will be issued for the General Liability, Automobile Liability, Workers Compensation, Umbrella Liability, and Professional Liability policies in accordance with policy terms and conditions. Professional Liability Retroactive Date is Full Prior Acts. t2�26 &J\Qs(6\ P9 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additiona I insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract' requiring insurance" applies. The person organization does not qualify as an a insured with respect to the indepen Ie rif acts' or omissions of such person or xi;anization The insurance prov ided to s'.'ch .additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be Ii mited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the Ii mits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end o f the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the pol icy period, whichever is earlier. 2. The followirg added to Paragraph 4.a. of SEC- TION II' - COMMERCIAL GENERAL LIABILITY COND BONS: rN410$e insurance provided to the additional insured cea. is excess over any valid and collectible "other in- ;sur +n:e", whether primary, excess, contingent or r‘Qon any other basis, that is available to the addi- k- / e tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additiona I insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D4 14 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 2 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place ; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- d. erwise comply with all policy conditions. any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and e xecution of the contract or agreement by you; b. While that part o f the contract or agreement is in effect; and Before the end of the policy period. 2b fense and indemnity of any claim or ;to rl5) n eP The additional insured must tender the de ( Page 2 of 2 © 2008 The Travelers Companies, Inc. CG D4 14 04 08 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Policy # 630-5X487435 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be exduded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is exduded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. B. C. D. E. Non -Owned Watercraft— 75 Feet Long Or Less H. Who Is An Insured — Unnamed Subsidiaries Who Is An Insured — Retired Partners, Members, Directors And Employees Who Is An Insured — Employees And Volunteer Workers — Bodily Injury To Co -Employees, C i((�% Volunteer Workers And Retired Part e ,, ` J• Members, Directors And Employees ` Medical Payments — Increased Who Is An Insured — Newly Acquire6r Forme L. Limited Liability Companies e F. Blanket Additional Insured,F G(n�rollin G. Blanket Additio al red — Mo :agees, Assignees, Succ r Receivers PROVISIONS A. NON -OWNED WATERCRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II — WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premise Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations ntal Medical Malpractice Limit Amendment Of Excess Insurance Professional Liability M. Blanket Waiver Of Subrogation — When Required By Written Contract Or Agreement N. Contractual Liability —Railroads Condition — uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or propertyfor a charge; B. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50°/o in, such subsidiary on the first day of the policy period; and CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 6 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Policy # 630-5X487435 COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II —Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liabilitycompany; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added SECTION II — WHO IS AN INSURED. eksc` Any person who is your retired partnerViVb r, director or "employee" that is performing services for you under your direct supervision, but opIy for acts within the scope of eir employme¢you or while performing d i related to the conduct of your business. However, no such retired partner, member, director or "employee" is an insured for: (1) "Bodily injury": (a) To you, to your current partners or members (if you are a partnership or joint venture), to your current members (if you are a limited liability company) or to your current directors; (b) To the spouse, child, parent, brother or sister of that current partner, member or director as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Page 2 of 6 Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your retired partners, members, directors or "employees", other than a doctor. Any such retired partners, members, directors or "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Personal injury": (a) To you, to your current or retired partners or members (if you are a partnership or joint venture), to your current pr retired members (if you are a lim lability company), to your other c(ICY n or retired directors or 'employees" while in the course of his or her employment or performing duties related to the conduct of your business, to Paragraph 2. of( ` 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 current or retired partner, member, director, "employee" or "volunteer worker" as a consequence of Paragraph (2)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (2)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (3) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your retired partners, members or directors, your current or retired "employees'. or "volunteer workers", any current partner or member (if you are a partnership or joint venture), or any current member (if you are a limited liability company) or current director. © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Policy # 630-5X487435 D. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — BODILY INJURY TO CO -EMPLOYEES, CO VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co - "employee" while in the course of the co - "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, 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: Iy4 (1) Until h- "' '%day after y :acquire or fo i i • irganization or the end of th policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; 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. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such COMMERCIAL GENERAL LIABILITY organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. F. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" that arises a. I financial control; or b. Such person's or organization's ownership, maintenance or use of � premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II — WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 6 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Policy # 630-5X487435 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be induded as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. H. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. I. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insuran-:e provided to such governmental entity does r,ot apply to: a. AP; "bodily injury", "property damage" or I`" "personal and advertising injury" arising out • dr2. of operations performed for the 2Any "bodily injury" or "property damage" included in the "products -completed operations hazard". J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, governmental entity; or Page 4 of 6 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CGD3790219 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Policy # 630-5X487435 occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exdusion is added Paragraph 2., Exclusions, of SECTIO COVERAGES — COVERAGE A — INJURY AND PROPERTY D LIABILITY: Sale Of Pharmaceuticaas to cf4. "Bodily injury" or "croperty damage" arising out of the vio: tcjn of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The fumishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, CG D3 79 02 19 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — WholsAn Insured. K. MEDICAL PAYMENTS— INCREASED LIMIT The following replaces Paragraph 7. of SECTION III— LIMITS OF INSURANCE: 7. Subject to Paragraph 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, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Covge Part for Medical Expense Limit. L. AMENDMENTOF EXCESS INSURANCE T CCND' :ON — PROFESSIONAL LIABILITY he following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY ITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exdusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Policy # 630-5X487435 COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY— RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 sc\x• sc?);,(7,Q) aa.'01(N wel\N.,es © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 POLICY NUMBER: 630-5X487435 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): MATERIAL LIMITATION OF COVERAGE: PERSON OR ORGANIZATION: ADDRESS: As REQUIRED BY WRITTEN CONT SCHEDULE Number of Days Notice: 30 Number of Days Notice: 30 Number of Days Notice:. fr30 AS REQUIRED BY WRITTEN CONTRACT 1♦ ' 0:23\� o/iv irNyv PROVISIONS A. If we cancel this policy f r any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. C. If we add a material limitation on the coverage provided by this policy, and a number of days is shown for Material Limitation Of Coverage in the Schedule above, we will mail notice of such limitation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Material Limitation Of Coverage in such Schedule before the effective date of such limitation. IL T3 54 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 T _1•. TAT. _1_ _ rtrr lsll Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT - FLORIDA This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS ` G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAM D INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DA IAGE — TRANSPORTATION EXPENSES INCREASED LIMIT J. PE'<S`NAL PROPERTY K. 9RBAGS NCTICE AND KNOWLEDGE OF ACCIDENT OR �LpSS 1/1-‘)BLANKET1WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: CAF2190321 © 2021 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II - COVERED AUTOS r (St LIABILITY COVERAGE: (2) Up to $3 000 for cost of bail bbAds 0z$(7/ (including bonds for related 1-aff'c law \2 violations) required becEii of a "accident" we cover. Wo o not h tid furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II ' COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS The following replaces Subparagraph (5) in Paragraph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDITIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Covered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all proceedings and actions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii)kwe-`may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess contingent or on any other basis. Page 2 of 4 © 2021 The Travelers Indemnity Company. All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 COMMERCIAL AUTO G. (c) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its territories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. WAIVER OF DEDUCTIBLE — GLASS Paragraph `ir If that "auto" is a D ( The following is added to Deductible, of SECTION III DAMAGE COVERAGE: '- a. PHYSIC No deductible applies u� •'°•r°"pecified Causes of Loss or Comprehe + verage for 'loss" to glass used in the windshield. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Coverage Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for 'loss" to wearing apparel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclusions, of SECTION III — PHYSICAL DAMAGE Q9VERAGE: Ex i® a. does not apply to 'loss" to one or i oirbags in a covered "auto" you own that #late due to a cause other than a cause of 'loss" coz set forth in Paragraphs A.1.b. and A.1.c., but ono,: ,: covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or 'loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability company); (d) An executive officer, director or insurance manager (if you are a corporation or other organization); or (e) Any "employee" authorized by you to give notice of the "accident" or "loss". CAF2190321 © 2021 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident' or 'loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Concealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non —renewal. es`\* zsv-e P'� Page 4 of 4 © 2021 The Travelers Indemnity Company. All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for th_ conduct of another "insured". JedNp �g'�20 �o �5 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named . ured when the written contract or agree tween you and that person or organization, that is signed by you before the ;bodily injury" or "property damage" occurs and at is in effect during the policy period, requires isurance to be primary and non-contributory. CAT4740216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 POLICY NUMBER: 810-5X558309 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): MATERIAL LIMITATION OF COVERAGE: SCHEDULE Number of Days Notice: Number of Days Notice: Number of Days Notice: PERSON OR AS REQUIRED BY WRITTEN CONTRACT ORGANIZATION: ADDRESS: AS REQUIRED BY WRITTEN CONTRAC b ".t1`'l` TAMPA FL 33634� PROVISIONS A. If we cancel this policy reason other than nonp� number of days is sha Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown ony ga Ily p m tt d nt of premium, and a t for Cancellation in the `le(•0410 er e 30 30 30 in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. C. If we add a material limitation on the coverage provided by this policy, and a number of days is shown for Material Limitation Of Coverage in the Schedule above, we will mail notice of such limitation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Material Limitation Of Coverage in such Schedule before the effective date of such limitation. ILT3540519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 TRAVELERS) ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-5X489557 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR BY WRITTEN CONTRACT EXECUTED PjIZ2 1O WAIVER. 1 SC) (ePe Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: ST ASSIGN: PAGE 1 OF 1 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 TRAVELERS) ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) - 001 POLICY NUMBER: UB-5X489557 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Schedule 6801\ \ror' rv(e1\33 Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company DATE OF ISSUE: ST ASSIGN: Countersigned by Pagel of 1 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 TRAVELERS) ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 42 03 04 ( B) — 001 POLICY NUMBER: UB-5X489557 TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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 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. 1. Specific Waiver ``11e 0(2)Any person or organizatjpl'who ed Insured has agreed by written contract to furnish this waiver. $49s9 Blanket Waiver 2. Operations: ALL TEXAS OPERATIONS 3. Premium: The premium charge for this endorsement shall be 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: $ This endorsement changes stated. (The information below is the policy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE: ST ASSIGN: the policy to which it is attached and is effective on the date issued unless otherwise required only when this endorsement is issued subsequent to preparation of Policy No. Endorsement No. Premium Countersigned by Pagel of l © Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 TRAVELERS) ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3 (00) - 001 POLICY NUMBER: UB-5X489557 NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX — CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designat%d,person or organization of the cancellation. SCHEDULE r Name and Address of Designated Persons or Organizations: Number of Days Notice ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN 30 , BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PE RSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTI CE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BE GINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMEN T ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: ST ASSIGN: Page 1 of 1 © 2013 The Travelers Indemnity Company. All rights reserved. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 ENDORSEMENT 1 This endorsement, effective 12:01AM: January 01,2026 Forms a part of Policy No.: 42-EPP-306878-07 By: Berkshire Hathaway Specialty Insurance Company N OTICE OF CANCELLATION LIMITED TO EMAIL NOTIFICATION FLORIDA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: PROFESSIONAL FIRST - ARCHITECTS, ENJ4p v PRRS & CONSULTANTS PROFESSIONAL LI4B1 W POLICY In consideration of the premium for this Policy, it is hereb „stood and agreed that: er prinok\ eeexpiration date as shown on the Declarations, a Add if the Named Insured is under an existing contractual y is cancelled and has provided the following either directly 1. In the event this policy is cancelled by th thirty (30) day notice of such cancellati obligation to notify a certificate hold or indirectly through its brokerOcord: (\; a. The name of the er shown on the certificate; and b. A contact at such entity and the email address of such entity where notification may be sent. This provision does not apply if the cancellation is due to nonpayment of premium to the Insurer or to a finance company authorized to cancel the Policy. 2. It is understood and agreed that in the event this policy is cancelled by the Insurer for nonpayment of premium, a ten (10) day notice of such cancellation will be provided if the Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is cancelled for nonpayment of premium and has provided the following either directly or indirectly through its broker of record: a. The name of the entity shown on the certificate; and b. contact at such entity and the email address of such entity where notification may be sent. 3. Such notices of cancellation will be provided via e-mail to the certificate holders. Proof of the Insurer emailing the notices of cancellation, using the information provided by the Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. Page 1 I EP-AEC-050-FL-02/2016 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Such notices of cancellation are provided on an informational basis and solely to assist the Named Insured in meeting their contractual notice requirements to such parties. The certificate holder's failure to receive such advance notice will not extend any policy cancellation date, negate any cancellation of the policy, or grant, alter, or extend any rights or obligations under this Policy and the Insurer shall have no liability for failure to provide the notices herein. All other terms and conditions of this Policy remain unchanged. 6. e'�226 oJe �5\6�'\ Page 2 I EP-AEC-050-FL-02/2016 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Berkshire Hathaway Specialty Irrsurarnce ENDORSEMENT 13 This endorsement, effective 12:01AM: January 1, 2026 Forms a part of Policy No.: 42-EPP-306878-07 By: National Fire & Marine Insurance Company MIL Mk NOTICE OE CANCELLATION LIMITED TO EMAIL NOTIFICATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE '+ IT CAREFULLY. This endorsement modifies insurance provi ad under the following: PROFESSIONAL FIRST - ARCHITECTS, ENGINEERS& CONSULTANTS PROFESSIO! ,\. LIABILITY OC,LICY In consideration of the premium for this Polat ti's hegebv ur.Jerstood and agreed that: (N.Y. 1. In the event this po Ny is cancelled by the Insurer or by the Named Insured prior to the expiration date as shown e Declarations, a thirty (30) day notice of such cancellation will be provided if the Named Insured is under an existing contractual obligation to notify a certificate holder when this Policy is cancelled and has provided the following either directly or indirectly through its broker of record: a. The name of the entity shown on the certificate; and b. A contact at such entity and the email address of such entity where notification may be sent. This provision does not apply if the cancellation is due to nonpayment of premium to the Insurer or to a finance company authorized to cancel the Policy. 2. It is understood and agreed that in the event this policy is cancelled by the Insurer for nonpayment of premium, a ten (10) day notice of such cancellation will be provided if the Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is cancelled for nonpayment of premium and has provided the following either directly or indirectly through its broker of record: a. The name of the entity shown on the certificate; and b. A contact at such entity and the email address of such entity where notification may be sent. 3. Such notices of cancellation will be provided via e-mail to the certificate holders. Proof of the Page 1 EP-AEC-050-02/2016 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Insurer emailing the notices of cancellation, using the information provided by the Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. Such notices of cancellation are provided on an informational basis and solely to assist the Named Insured in meeting their contractual notice requirements to such parties. The Insurer's failure to provide such advance notice to the certificate of insurance holder(s) will not extend any policy cancellation date, negate any cancellation of the policy, or grant, alter, or extend any rights or obligations under this Policy and the Insurer shall have no liability for failure to provide the notices herein. All other terms and conditions of this Policy remain unchanged. 6.it,:esco \° Paget EP-AEC-050-02/2016 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA A. EXCESS FOLLOW -FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW -FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS -MADE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE -WITHIN -LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I — COVERAGES provisions to the contrary contained in this insurance. COVERAGE A — EXCESS FOLLOW -FORM LIABILITY 1. We will pay on behalf of the insured those sums, in excess of the "applicable underlying limit", that the insured becomes legally obligated to pay as damages to which Coverage A of this insurance applies, provided that the "underlying insurance" would apply to such damages but for the exhaustion of its applicable limits of insurance. If a sublimit is specified in any "underlying insurance", Coverage A of this insurance applies to damages that are in excess of that sublimit only if such sublimit is shown for that "underlying insurance" in the Schedule Of Underlying Insurance. 2. Coverage A of this insurance is subject to the same terms, conditions, agreements, exclusions and definitions as the "underlying insurance", except with respect to any 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE. 4. For the purposes of Paragraph 1. above: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance will be considered to be reduced or exhausted only by the following payments: (1) Payments of judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow -Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess Follow -Form And Umbrella Liability EU 00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; (2) Payments of "medical expenses" that are covered by that "underlying insurance" and are incurred for "bodily injury" caused by an accident that takes place during the policy period of this Excess Follow -Form And Umbrella Liability Insurance; or (3) Payments of defense expenses that are covered by that "underlying insurance", only if such "underlying insurance" includes such payments within the limits of insurance. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow - Form And Umbrella Liability Insurance, any such payments for defense expenses that would not be covered by this Excess Follow -Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of �� insurance stated for such "underlying °� insurance". O If the applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance is actually reduced or exhausted by other payments, Coverage A of this insurance is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had such limit not been actually reduced or exhausted by such other payments. b. If any "underlying insurance" has a limit of insurance greater than the amount shown for that insurance in the Schedule of Underlying Insurance, this insurance will apply in excess of that greater amount. If any "underlying insurance" has a limit of insurance, prior to any reduction or exhaustion by payment of damages, "medical expenses" or defense expenses described in Paragraph a. above, that is less than the amount shown for that insurance in the Schedule Of Underlying Insurance, this insurance will apply in excess of the amount shown for such insurance in the Schedule Of Underlying Insurance. 5. When the "underlying insurance" applies on a claims -made basis and includes a retroactive date provision, the retroactive date for Coverage A of this insurance is the same as the retroactive date of that "underlying insurance". B. COVERAGE B — UMBRELLA LIABILITY 1. We will pay on behalf of the insured those sums in excess of the "self -insured retention" that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage", "personal injury" or "advertising injury" to which Coverage B of this insurance applies. 2. Coverage B of this insurance applies to "bodily injury" or "property damage" only if: a. The "bodily injury" or "property damage" is caused by an "occurrence" that takes place anywhere in the world; b. The "bodily injury" or "property damage" occurs during the policy period; and c. Prior to the policy period, no insured listed under Paragraph 1. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY, of SECTION II — WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, in whole or in part, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. 3. Coverage B of this insurance applies to "personal injury" or "advertising injury" caused by an offense arising out of your business, but only if the offense was committed during the policy period anywhere in the world. 4. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE. 5. "Bodily injury" or "property damage": a. Which occurs during the policy period; and b. Which was not prior to, but was during, the policy period known to have occurred by any insured listed under Paragraph 1. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY of SECTION II — WHO IS AN INSURED, or any "employee" authorized by you to give notice of an "occurrence" or claim; Page 2 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA Management Service Expenses Limit has been exhausted, whichever occurs first. 4. The amount we will pay for "crisis 6. "Bodily injury" or "property damage" will be management service expenses" is limited as deemed to have been known to have occurred described in SECTION III — LIMITS OF at the earliest time when any insured listed INSURANCE. under Paragraph 1. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY, of SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a. Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b. Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c. Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur. 7. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". includes any continuation, change or resumption of the "bodily injury" or "property damage" after the end of the policy period. 5. A "self -insured retention" does not apply to "crisis management service expenses". 6. Any payment of "crisis management service expenses" that we make will not be determinative of our obligations under this insurance with respect to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D. DEFENSE AND SUPPLEMENTARY PAYMENTS 1. We will have the right and duty to defend the insured: �� 8. Coverage B of this insurance does not apply to „! damages covered by any "underlying ( 5 insurance" or that would have been covered by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. C. COVERAGE C — CRISIS MANAGEMENT a. SERVICE EXPENSES 1. We will reimburse the insured, or pay on the insured's behalf, "crisis management service expenses" to which Coverage C applies. 2. Coverage C of this insurance applies to "crisis management service expenses" that: a. Arise out of a "crisis management event" that first commences during the policy period; b. Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c. Are submitted to us within 180 days after the "crisis management advisor" advises you that the "crisis management event" no longer exists. 3. A "crisis management event" will be deemed to: a. First commence at the time when any "executive officer" first becomes aware of an "event" or "occurrence" that leads to that "crisis management event"; and b. End when we decide that the crisis no longer exists or when the Crisis Under Coverage A, against a "suit" seeking damages to which such coverage applieii • (1) The "applicable underlying limit" is the applicable limit of insurance stated for a policy of "underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; or (2) The "applicable underlying limit" is the applicable limit of any "other insurance" and such limit has been exhausted by payments of judgments, settlements or medical expenses, or related costs or expenses (if such costs or expenses reduce such limits). For any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance"; or b. Under Coverage B, against a "suit" seeking damages to which such coverage applies. 2. We have no duty to defend any insured against any "suit": a. Seeking damages to which this insurance does not apply; or b. If any other insurer has a duty to defend. EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA 3. When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4. Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5. We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2) Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We d9 not have to furnish these bonds. c. All reasonable expenses incurred bthe insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f. All interest that accrues on the full amount of any judgment after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A — EXCESS FOLLOW - FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B — UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II — WHO IS AN INSURED A. COVERAGE A — EXCESS FOLLOW -FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1. The Named Insured shown in the Declarations; and 2. Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a. The limits of insurance afforded to such person or organization will be: (1) The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or B. (2) The limits of insurance of this policy; whichever is less; and b. Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". COVERAGE B — UMBRELLA LIABILITY With respect to Coverage B: 1. The Named Insured shown in the Declarations is an insured. 2. If you are: a. An individual, your spouse is also an insured, but only with respect to the conduct of a business of which you are the sole owner. Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA b. A partnership or joint venture, your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, your members are also insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, your "officers" and directors are also insureds, but only with respect to their duties as your "officers" or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, your trustees are also insureds, but only with respect to their duties as trustees. 3. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business.However, none of these "employees" `''"volunteer workers" are insureds for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees" or "volunteer workers", any of your partners or members (if you are a partnership or joint venture), or any of your members (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. 4. Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage for such organization does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or for the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Paragraph B. of SECTION II — WHO IS AN INSURED. C. COVERAGE C — CRISIS MANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1. The Named Insured shown in the Declarations. 2. Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period. No such organization is an insured or will qualify as a Named Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage for such organization does not apply to "crisis management service expenses" arising out of a "crisis management event" that occurred before you acquired or formed the organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay for the amounts described below to which this insurance applies regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; 3. Number of vehicles involved; 4. Persons or organizations making claims or bringing "suits"; or 5. Coverages provided under this insurance. As indicated in Paragraph D.1. of SECTION I — COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance". B. The General Aggregate Limit is the most we will pay for the sum of all: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; except: Page 6 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA 1. Damages and defense expenses because of 1. "bodily injury" or "property damage" included in the "auto hazard"; 2. Damages and defense expenses because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; or 3. Damages and defense expenses for which insurance is provided under any Aircraft Liability coverage included as "underlying insurance" to which no aggregate limit applies. C. The Products -Completed Operations Aggregate Limit is the most we will pay for the sum of all: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; because of "bodily injury" or "property damage" included in the "products -completed operations hazard". D. Subject to Paragraph B. or C. above, whichever applies, the Occurrence Limit is the most we will pay for the sum of all: 1. Damages, and defense expenses if such expenses are within the limits of insurance of this policy, under Coverage A arising out of any one "event" to which the "underlying insurance" applies a limit of insurance that is separate.}et. from any aggregate limit of insurance; and Asbestos a. b. c. 26 2. Damages under Coverage B because k all (IQ "bodily injury", "property damage", "persona \ k injury" or "advertising injury" arising out of a one "occurrence". For the purposes of determining the applicable Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". E. The Crisis Management Service Expenses Limit is the most we will pay for the sum of all "crisis management service expenses" arising out of all "crisis management events". Payment of such "crisis management service expenses" is in addition to, and will not reduce, any other limit of insurance of this policy. F. The limits of insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. If the policy period is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the limits of insurance. SECTION IV — EXCLUSIONS This insurance does not apply to: A. With respect to Coverage A and Coverage B: 2. Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the damages are caused or contributed to by the hazardous properties of asbestos. Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any damages described in Paragraph a. above. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. Employment -Related Practices Damages because of injury to: a. A person arising out of any: (1)Refusal to employ that person; (2)Termination of that person's employment; or (3) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment, applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is (2) EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 7 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA committed before, during or after the time of that person's employment; or b. The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1), (2) or (3) above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3. ERISA, COBRA And Similar Laws Any obligation of the insured under: a. The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b. The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c. Any similar common or statutory law of any jurisdiction. 4. Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. 5. Nuclear Material Damages arising out of: a. The actual, alleged or threatened exposure of any person or property to; or b. The "hazardous properties" of; any "nuclear material". As used in this exclusion: a. "Hazardous properties" includes radioactive, toxic or explosive properties; b. "Nuclear material" means "source material", "special nuclear material" or "by- product material"; and c. "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6. Uninsured or Underinsured Fault And Similar Laws Any liability imposed on the insured's insurer, under any laws: a. Uninsured motorists; b. Underinsured motorists; Motorists, No - insured, or the of the following c. Auto no-fault or other first -party personal injury protection (PIP); d. Supplementary uninsured/underinsured motorists (New York); or e. Medical expense benefits and income loss benefits (Virginia). 7. War Damages arising out of: a. War, including undeclared or civil war; or b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 8. Workers Compensation And Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. With respect to Coverage B: Expected Or Intended Bodily Injury Or Property Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2. Contractual Liability "Bodily injury", "property damage", "personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. Liquor Liability "Bodily injury" or "property damage" for which any insured may be liable by reason of: a. Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises for consumption on your premises; Page 8 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA b. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. 4. Employers Liability "Bodily injury" to: a. An "employee" of the insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing duties related to the conduct of the insured's business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury" described in Paragraph a. above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". 5. Pollution a. "Bodily injury", "property damage", "personal injury" or "advertising inju arising out of the actual, alleg threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". b. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. 7. Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any "auto". This exclusion does not apply to "bodily injury" or "property damage" caused by an "occurrence" that takes place outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. 8. Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to a watercraft: a. While ashore on premises owned by or rented to any insured; or b. That is 50-feet long or less and that: (1) You own; or EO00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 9 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA (2) You do not own and is not being used to carry any person or property for a charge. 9. Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10. Damage To Property, Products Or Work "Property damage" to: a. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of the insured; e. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations if the "property damage" arises out of those operations; ^^ f. That particular part of any pr p� that must be restored, repaired or replaced because "your work" was incorrectly performed on it; "Your product" arising out of "your product" or any part of it; or h. "Your work" arising out of "your work" or any part of it and included in the "products - completed operations hazard". 11. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property", or property that has not been physically injured, arising out of: a. A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b. A delay or failure by you, or anyone acting on your behalf, to fulfill the terms of a contract or agreement. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or g• "your work" after it has been put to its intended use. 12. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a. "Your product"; b. "Your work"; or c. "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 13. Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14. Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. 16. Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". 17. Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. Page 10 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA 18. Material Published Or Used Prior To Policy Period a. "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b. "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. 19. Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the insured. 20. Breach Of Contract "Personal injury" or "advertising injury" arising out of a breach of contract. 21. Quality Or Performance Of Goods — Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". 22. Wrong Description Of Prices k "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". 23. Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: a. b. c. d. e. f. Copyright; Patent; Trade dress; Trade name; Trademark; Trade secret; or g. Other intellectual property rights or laws. This exclusion does not apply to: a. "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". 24. Insureds In Media And Internet Type Business "Personal injury" or "advertising injury" arising out of an offense committed by an insured whose business is: a. Advertising, "broadcasting" or publishing; b. Designing or determining content of web - sites for others; or c. An Internet search, access, content or service provider. This exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or ittC\` newsletters about your goods, products or C.) services will not be considered the business of publishing; and °� ® b. The placing of frames, borders or links, or ` advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. 25. Electronic Chatrooms Or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. 26. Unauthorized Use Of Another's Name Or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. C. With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses" arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred prior to the date you acquired or formed that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 11 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA management event" after the date you acquired or formed such organization. SECTION V — CONDITIONS A. APPEALS 1. If the insured or the insured's "underlying insurer" elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self -insured retention", we may do so. 2. If we appeal such a judgment, we will pay all costs of the appeal. These payments will not reduce the applicable limits of insurance. In no event will our liability exceed the applicable limit of insurance. B. BANKRUPTCY 1. Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2. In the event of bankruptcy or insolvency of any "underlying insurer', this insurance will not replace such bankrupt or insolvent "underlying insurers" policy, and this insurance will apply as if such "underlying insurer" had not become bankrupt or insolvent. C. CANCELLATION 1. The first Named Insured shown in the Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this insurance by mailing or delivering to such first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to such first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. D. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E. CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I — COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F. DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1. You must see to it that we are notified as soon as practicable of an "event" or "occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a. How, when and where the "event" or "occurrence" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c. The nature and location of any injury or damage arising out of the "event" or "occurrence". 2. If a claim is made or "suit" is brought against any insured which may result in a claim under this insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3. With respect to Coverage A, the insured must: a. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b. Comply with the terms of the "underlying insurance"; and c. Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under Page 12 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA this policy or any policy of "underlying insurance". 4. With respect to Coverage B, the insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b. Authorize us to obtain necessary records and other information; c. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which Coverage B may apply. 5. No insured will, except at that insured's own expense, voluntarily make a payment, assume any obligation, make any admission or incur any expense, other than for first aid for "bodily injury" covered by this insurance, without our consent. 6. Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your insurance or risk manager, or anyone working in the capacity as your insurance or risk manager, or anyone you designate with the responsibility of reporting an "event", "occurrence", claim or "suit": a. Has received notice of such "event", "occurrence", claim or "suit" from such agent, servant or "employee"; or b. Otherwise has knowledge of such "event", "occurrence", claim or "suit". G. DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1. Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2. Provide written notice of the "crisis management event" as soon as practicable. To the extent possible, notice should include: a. How, when and where that "crisis management event" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the named and addresses of any witnesses; H. c. The nature and location of any injury or damage arising out of that "crisis management event"; and d. The reason that "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self - insured retention" and involve regional or national media coverage. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this insurance: 1. At any time during the policy period; 2. Up to three years after the end of the policy period; and 3. Within one year after final settlement of all claims under this insurance. EXTENDED REPORTING PERIOD OPTION 1. When the "underlying insurance" applies on a claims -made basis, any automatic or basic "extended reporting period" in such "underlying insurance" will apply to this insurance. When the "underlying insurance" applies on a claims -made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to this insurance only if: a. A written request to purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; b. You have paid all premiums due for this policy at the time you make such request; c. You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 13 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA d. That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4. Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a. Are safe or healthful; or `Il /\ b. Comply with laws, regulations, codes (vI standards. K. LEGAL ACTION AGAINST US 1. No person or organization has a right under this insurance: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this insurance unless all of its terms have been fully complied with. 2. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a. Are not payable under the terms of this insurance; or b. Are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow - Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2. The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a. b. c. d. Coverage; Limits of insurance; Termination of any coverage; or Exhaustion of aggregate limits. If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". M. OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA 1. This insurance will apply before any "other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2. This insurance is still excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N. PREMIUM 1. The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2. If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4. Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II — WHO IS AN INSURED. O. PREMIUM AUDIT The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. P. PROHIBITED COVERAGE — UNLICENSED INSURANCE 1. With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2. We do not assume responsibility for: a. The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to Q. R. S. T. provide insurance in such country or jurisdiction; or b. The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. PROHIBITED COVERAGE — TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 1. Any trade or economic sanction under any law or regulation of the United States of America; or 2. Any other applicable trade or economic sanction, prohibition or restriction. REPRESENTATIONS By accepting this insurance, you agree: 1. The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; Those statements are based upon representations you made to us; and We have issued this insurance in reliance upon your representations. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: 1. As if each Named Insured were the only Named Insured; and 2. Separately to each insured against whom claim is made or "suit" is brought. WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA execution of that contract or agreement by such insured. 2. Reimbursement of any amount recovered will be made in the following order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us; and c. Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer') that is entitled to claim the remainder, if any. 3. Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your, legal representative. Until your lei representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. V. UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W. WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1. The insured's liability is established by: a. A court decision; or b. A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2. The amount of the "applicable underlying limit" or "self -insured retention" is paid by or on behalf of the insured. SECTION VI — DEFINITIONS A. With respect to all coverages of this insurance: 1. "Applicable underlying limit" means the sum of: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; and b. The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a. The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b. The "underlying insurer" becomes bankrupt or insolvent. 2. "Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4. "Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. 5. "Extended reporting period" means any period of time, starting with the end of the policy period of your claims -made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6. "Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. 7. "Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of: a. Another insurance company; b. Us or any of our affiliated insurance companies; c. Any risk retention group; Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA d. Any self-insurance method or program, in which case the insured will be deemed to be the provider of such insurance; or e. Any similar risk transfer or risk management method. "Other insurance" does not include: a. Any "underlying insurance"; or b. Any policy of insurance specifically purchased to be excess of the limits of insurance of this policy shown in the Declarations. 8. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (2) Commercial General Liability "underlying insurance" states that products -completed operations are subject to the General Aggregate Limit. 9. "Suit" means a civil proceeding which alleges damages. "Suit" includes: a. An arbitration proceeding in which damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding to which the insured submits with our consent. 10. "Underlying insurance": a. b. (a) When all the work called for in your A'c\XL contract has been completed ••QQ►► (b) When all the work to be done at the job site has been completed if your �� contract calls for work at more than one job site; or (c) When that part of the wdrine at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working B. on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification listed in a policy of Means the policy or policies of insurance listed in the Schedule Of Underlying Insurance. Includes any renewal or replacement of such policies if such renewal or replacement is during the policy period of this Excess Follow -Form And Umbrella Liability Insurance. Does not include any part of the policy period of any of the policies described in Paragraphs a. or b. above that began before, or that continues after, the policy period of this Excess Follow -Form And Umbrella Liability Insurance. 11. "Underlying insurer" means any insurer which provides a policy of insurance listed in the Schedule Of Underlying Insurance. With respect to Coverage B and, to the extent that the following terms are not defined in the "underlying insurance", to Coverage A: 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Advertising injury": E000010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 17 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA a. Means injury, other than "personal injury", caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", A�`. provided that the claim is made or the ea.` "suit" is brought by a person or C C. organization that claims ownersh of�,# d. such copyright, "title" or "slogan". J b. Includes "bodily injury" caused by one bY� more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury" means: a. Physical harm, including sickness disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any such programming. 6. "Consumer financial identity means any of the following information for a person that is used or collected for the purpose of serving as a factor in establishing such person's eligibility for personal credit, insurance or employment or for the purpose of conducting a business transaction: a. Part or all of the account number, the expiration date or the balance of any credit, debit, bank or other financial account; b. Information bearing on a person's credit worthiness, credit standing or credit capacity; Social security number; Driver's license number; or e. Birth date. information" 7. "Consumer financial protection law" means: a. The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair and Accurate Credit Transactions Act (FACTA); b. California's Song -Beverly Credit Card Act and any of its amendments; or c. Any other law or regulation that restricts or prohibits the collection, dissemination, transmission, distribution or use of "consumer financial identity information". 8. "Employee" includes a "leased worker'. "Employee" does not include a "temporary worker'. 9. "Good Samaritan services" means any or emergency medical services for which no compensation is demanded or received. 10. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Page 18 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 11. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker'. 12. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" movement of property mechanical device, other that is not attached to the "auto". does not include the ,,,<"\ by means off than a hand truck, aircraft, watercraft or 13. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads. b. Vehicles maintained for use solely on or next to premises you own or rent. c. Vehicles that travel on crawler treads. d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers. e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers. f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices ounted on automobile or truck hassis and used to raise or lower ® workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 14. "Occurrence" means: a. With respect to "bodily injury" or "property damage": (1) An accident, including continuous or repeated exposure to substantially the same general harmful conditions, which results in "bodily injury" or "property damage". All "bodily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one "occurrence"; or (2) An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care services; EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 19 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA b. With respect to "personal injury", an offense arising out of your business that results in "personal injury". All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits"; and c. With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits". 15. "Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16. "Personal injury": a. Means injury, other than '`ad ertisire injury", caused by one or more of the following offenses: (1) False arrest, detention imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 18. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. or 19. "Self -insured retention" is the greater of: a. The amount shown in the Declarations which the insured must first pay under Coverage B for damages because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence"; or b. The applicable limit of insurance of any "other insurance" that applies. 20. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization other than you. Page 20 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA 21. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 22. "Title" means the name of a literary or artistic work. 23. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose V' business or assets y PiJave oO acquired; and fr (2) Containers (other than vehicle)" materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 26. "Your work": a. b. 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. Includes: C. (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. With respect to Coverage C: 1. "Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with a "crisis management event". 2. "Crisis management event" means an "event" or "occurrence" that your "executive officer" reasonably determines has resulted, or may result, in: a. Damages covered by this Coverage A or Coverage B that are in excess of the total applicable limits of the "underlying insurance" or "self -insured retention"; and Significant adverse regional or national media coverage. 3. "Crisis management service expenses" means amounts incurred by you, after a "crisis management event" first commences and before such event ends: b. a. For the reasonable and necessary: (1) Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for a "crisis management event"; and (2) Costs for printing, advertising, mailing of materials or travel by your directors, officers, employees or agents or a "crisis management advisor" solely for a "crisis management event"; and b. For the following expenses resulting from such "crisis management event", provided that such expenses have been approved by us: (1) Medical expenses; (2) Funeral expenses; (3) Psychological counseling; (4) Travel expenses; (5) Temporary living expenses; (6) Expenses to secure the scene of a "crisis management event"; or (7) Any other expenses pre -approved by us. EU00010716 © 2016 The Travelers Indemnity Company. All rights reserved. Page 21 of 22 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 UMBRELLA 4. "Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5. "Executive officer" means your: a. Chief Executive Officer; b. Chief Operating Officer; c. Chief Financial Officer; d. President; e. General Counsel; f. General partner (if you are a partnership); or Sole proprietor (if you are a sole proprietorship); or any person acting in the same capacity as any individual listed above. g• \x• 4-'31) e te,\ - Page 22 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 POLICY NUMBER: CUP-5X642114 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: Number of Days Notice: Number of Days Notice: PERSON OR AS PER WRITTEN CONTRACT ORGANIZATION: ADDRESS: PROVISIONS A. If we NA '40 4:2)\(7,P O cancel this policy fc cloy legally p rerm tted reason other than none� rnent of premium, and a number of days is shaN for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown AS REQUIRED BY WRITTEN CONTRACT ��14( t 26 30 30 30 in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. C. If we add a material limitation on the coverage provided by this policy, and a number of days is shown for Material Limitation Of Coverage in the Schedule above, we will mail notice of such limitation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Material Limitation Of Coverage in such Schedule before the effective date of such limitation. ILT3540519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 From: To: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Caseres. Luis; Quevedo, Terry; Aviles. Yesenia RE: Updated COI for Ardurra Group Friday, May 8, 2026 10:32:14 AM imaoe004.Dnq image008.pnq imaoe009.Dnq image010.pnq imaoe014.Dnq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. lst Avenue 2nd Floor Miami, Florida 33132 (305) 416-1740 Office op Q (305) 416-176o F fgomez@miamigoy.com sc\x• Fta 26 Je �ri-Qs 56.‘es\0 "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Friday, May 8, 2026 10:30 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 City of Miami Legislation Resolution Enactment Number: R-26-0192 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 19045 Final Action Date:4/23/2026 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AN INCREASE IN CAPACITY TO THE PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") WITH ARDURRA GROUP, INC. ("CONSULTANT") FOR RFQ NO. 23-24-004/4, CIVIL ENGINEERING SERVICES FOR CITYWIDE FLOOD MITIGATION IMPROVEMENTS, IN THE AMOUNT OF TWO HUNDRED FORTY-EIGHT THOUSAND, NINE HUNDRED THIRTY-EIGHT AND 23/100 DOLLARS ($248,938.23) FOR ADDITIONAL SERVICES TO BE PERFORMED UNDER THE JOINT PARTICIPATION AGREEMENT WITH MIAMI-DADE WATER AND SEWER DEPARTMENT ("MDWASD") FOR THE REPLACEMENT OF UNDERSIZED WATERMAINS FOR THE 8TH STREET FLOOD IMPROVEMENTS PROJECT (PROJECT NO. 40-B233606), THEREBY INCREASING THE CURRENT CONTRACT CAPACITY OF THE AGREEMENT FROM ONE MILLION, THREE HUNDRED TWENTY-TWO THOUSAND, ONE HUNDRED FORTY-EIGHT AND 27/100 DOLLARS ($1,322,148.27) TO ONE MILLION, FIVE HUNDRED SEVENTY-ONE THOUSAND, EIGHTY-SIX AND 50/100 DOLLARS ($1,571,086.50); ALLOCATING FUNDS FROM MDWASD; AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 WITH THE CONSULTANT IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING ANY AMENDMENTS AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS AND BUDGETARY APPROVALS HAVING BEEN PREVIOUSLY MADE, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ("CITY CODE"), INCLUDING, THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code") and Request for Qualifications ("RFQ") No. 23-24-004, the City Manager executed an Agreement with Andurra Group, Inc. ("Consultant"), for an amount not to exceed One Million, Three Hundred Twenty -Two Thousand, One Hundred Forty -Eight and 27/100 Dollars ($1,322,148.27); and WHEREAS, the additional scope of work is for the design of approximately 6,030 linear feet of new 8-inch ductile iron pipe water main and 1,730 linear feet of 12-inch ductile iron pipe water main, including new service connections and fire hydrants within the project area; and WHEREAS, this Amendment increases the capacity of the Agreement by an amount not to exceed Two Hundred Forty -Eight Thousand, Nine Hundred Thirty -Eight and 23/100 Dollars ($248,938.23), thereby increasing the award value from One Million, Three Hundred Twenty - Two Thousand, One Hundred Forty -Eight and 27/100 Dollars ($1,322,148.27) to an amount not Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 to exceed One Million, Five Hundred Seventy -One Thousand, Eighty -Six and 50/100 Dollars ($1,571,086.50); and WHEREAS, it is in the best interest of the City of Miami to increase the existing capacity of the Agreement to accommodate the additional work for the replacement of undersized water mains within the 8th Street Flood Improvements Project; and WHEREAS, the City Manager requests authorization to execute Amendment No. 1, in substantially the attached form, with the Consultant, for an amount not to exceed One Million, Five Hundred Seventy -One Thousand, Eighty -Six and 50/100 Dollars ($1,571,086.50), including a capacity increase in an amount not to exceed Two Hundred Forty -Eight Thousand, Nine Hundred Thirty -Eight and 23/100 Dollars ($248,938.23), and the original contract amount of One Million, Three Hundred Twenty -Two Thousand, One Hundred Forty -Eight and 27/100 Dollars ($1,322,148.27); and WHEREAS, pursuant to Consultant Work Order Proposal dated September 9, 2025, Miami -Dade Water and Sewer Department authorized the allocation of the additional funds; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. An increase in capacity to the Agreement with the Consultant as stated in Amendment No. 1, attached and incorporated, for additional work related to the replacement of undersized water mains on the 8th Street Flood Improvements Project (40-6233606) under Contract RFQ No. 23-24-004/4, Civil Engineering Services for Citywide Flood Mitigation Improvements, in the amount of Two Hundred Forty -Eight Thousand, Nine Hundred Thirty -Eight and 23/100 Dollars ($248,938.23), thereby increasing the current capacity of the Agreement from One Million, Three Hundred Twenty -Two Thousand, One Hundred Forty -Eight and 27/100 Dollars ($1,322,148.27) to One Million, Five Hundred Seventy -One Thousand, Eighty -Six and 50/100 Dollars ($1,571,086.50), is authorized.' Section 3. The funds allocated from the Miami -Dade Water and Sewer Department are hereby accepted. Section 4. The City Manager is authorized' to execute Amendment No. 1 with the Consultant, in a form acceptable to the City Attorney, for said purpose, and subject to availability of funds. Section 5. The City Manager is further authorized' to negotiate and execute all other documents, including any amendments and extensions, subject to all allocations, appropriations, and prior budgetary approvals, and in compliance with all applicable provisions of the Code of the City of Miami, Florida, as amended, including the City of Miami's Procurement Ordinance, Anti -deficiency Act, and financial integrity principles, all as set forth in Chapter 18 of the City Code, all in a form acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Section 6. This Resolution shall become effective immediately upon its adoption and signature by the Mayor. 2 APPROVED AS TO FORM AND CORRECTNESS: ge Wy ng III, y - ttor -y 4/14/2026 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 DIVISION OF CORPORATIONS Department of State Div iul; of rfl, f .org J a� D P A'rr r o i w+ urn( MI Slate of Fb. rltl_re s einiu / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation ARDURRA GROUP, INC. Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Principal Address 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 555540 59-1782900 12/19/1977 FL ACTIVE AMENDMENT 02/06/2019 NONE Changed: 05/02/2024 Mailing Address 1000 N.W. 57th Court, Ste 800 Miami, FL 33126 Changed: 05/03/2024 Registered Agent Name & Address REGISTERED AGENTS INC 7901 4TH STREET NORTH, SUITE 300 ST. PETERSBURG, FL 33702 Name Changed: 01/24/2025 Address Changed: 01/24/2025 Officer/Director Detail Name & Address Title CFO, Treasurer Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Dumas, Randal 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title VP Penna, Lisa 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Director, President, CEO Aguilar, ERNESTO 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title VP Jackson, Paul Richard 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Authorized Representative Vaith, Kartik 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Assistant Vice President Smith, Alexandra 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title VP Kasner, Carmen 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Authorized Representative Kuzler, Christopher 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title VP Smith, Kenneth Scott 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 Title VP Fulghum, Jr., William C. 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title VP Sommerfeldt, Steven 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Secretary Walters, Brent 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Authorized Representative Cahill, Catherine 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Authorized Representative Maristany, Agustin 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Authorized Representative Marsden, Jennifer 1000 N.W. 57th Court, Suite 800 Miami, FL 33126 Title Authorized Representative Norvell, James R. 1000 N.W. 57th Court, Ste 800 Miami, FL 33126 Annual Reports Report Year Filed Date 2025 01/13/2025 2025 01/17/2025 2025 03/17/2025 Document Images 12/23/2025 -- AMENDED ANNUAL REPORT View image in PDF format Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 03/17/2025 -- AMENDED ANNUAL REPOR'` 01/24/2025 -- Reg. Agent Change 01/17/2025 -- AMENDED ANNUAL REPORT 01/13/2025 --ANNUAL REPORT 12/12/2024 -- AMENDED ANNUAL REPORT 09/26/2024 -- AMENDED ANNUAL REPORT 08/23/2024 -- AMENDED ANNUAL REPORT 05/03/2024 -- AMENDED ANNUAL REPORT 01/22/2024 --ANNUAL REPORT 09/13/2023 -- AMENDED ANNUAL REPORT 07/12/2023 -- AMENDED ANNUAL REPORT 06/02/2023 -- AMENDED ANNUAL REPORT 04/19/2023 -- AMENDED ANNUAL REPORT 01 /11 /2023 --ANNUAL REPORT 01/27/2022 --ANNUAL REPORT 04/09/2021 --AMENDED ANNUAL REPORT 01/18/2021 --ANNUAL REPORT 01 /31 /2020 --ANNUAL REPORT 05/08/2019 -- AMENDED ANNUAL REPORT 02/07/2019 --ANNUAL REPORT 02/06/2019 -- Amendment 01/31/2019 --Amendment 12/18/2018 -- Amendment and Name Chanae 03/21/2018 -- AMENDED ANNUAL REPORT 01/19/2018 --ANNUAL REPORT 04/28/2017 -- Meraer 04/28/2017 -- Amended and Restated 01/16/2017 --ANNUAL REPORT 10/19/2016 -- AMENDED ANNUAL REPORT 06/16/2016 -- AMENDED ANNUAL REPORT 04/29/2016 -- Merger 01/27/2016 --ANNUAL REPORT 07/06/2015 -- AMENDED ANNUAL REPORT 03/02/2015 --ANNUAL REPORT 01/30/2014 --ANNUAL REPORT 02/07/2013 --ANNUAL REPORT 02/07/2012 --ANNUAL REPORT 01/07/2011 --ANNUAL REPORT 01/29/2010 --ANNUAL REPORT 05/29/2009 --ANNUAL REPORT 01/20/2009 --ANNUAL REPORT 01/23/2008 --ANNUAL REPORT 02/28/2007 --ANNUAL REPORT 01/27/2006 --ANNUAL REPORT 01 /18/2005 --ANNUAL REPORT 02/11/2004 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Docusign Envelope ID: 86BE8974-416B-8B26-81 BE-35B0696606D2 01 /31 /2003 --ANNUAL REPORT 04/03/2002 --ANNUAL REPORT 02/14/2002 --ANNUAL REPORT 02/03/2001 --ANNUAL REPORT 01/22/2000 --ANNUAL REPORT 04/23/1999 --ANNUAL REPORT 02/18/1998 --ANNUAL REPORT 09/16/1997 -- AMENDED AND RESTATEDARTICL 02/03/1997 --ANNUAL REPORT 02/27/1996 --ANNUAL REPORT 03/24/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations 0 docusign.. Certificate Of Completion Envelope Id: 86BE8974-416B-8B26-81 BE-35B0696606D2 Subject: Amendment 1 - RFQ 23-24-004 - Ardurra Group Inc. Source Envelope: Document Pages: 75 Certificate Pages: 7 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) Signatures: 13 Initials: 1 Stamps: 1 Status: Completed Envelope Originator: Luis Caseres 444 SW 2ND AVE, 5th Floor Miami, FL 33130 Icaseres@miamigov.com IP Address: 138.43.101.81 Record Tracking Status: Original 5/12/2026 11:57:32 AM Security Appliance Status: Connected Holder: Luis Caseres Icaseres@miamigov.com Pool: FedRamp Location: DocuSign Signer Events Signature Timestamp Luis Caseres Icaseres@miamigov.com Construction Procurement Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Fernando Ponassi fponassi@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/22/2023 10:29:55 AM ID:9680a065-18d6-429a-94be-ba887abead91 Annie Perez annieperez@miamigov.com Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Terry Quevedo Tquevedo@miamigov.com Signing Group: Risk Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/21/2024 1:23:59 AM ID:ae135372-bd33-4324-aac1-955cf822dfa3 Completed Using IPAddress: 138.43.105.186 Completed Using IPAddress: 149.19.49.19 ,-DocuSigned by: '-89540EB73CAC468... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.49.124 CDocuSigned by: t- 95F25 Signature Adoption: Pre -selected Style Using IPAddress: 163.120.80.16 Sent: 5/12/2026 12:08:20 PM Viewed: 5/12/2026 12:09:22 PM Signed: 5/12/2026 12:11:00 PM Sent: 5/12/2026 12:11:03 PM Viewed: 5/12/2026 12:15:49 PM Signed: 5/12/2026 12:16:28 PM Sent: 5/12/2026 12:16:31 PM Viewed: 5/12/2026 1:33:57 PM Signed: 5/12/2026 1:34:13 PM Sent: 5/12/2026 1:34:17 PM Viewed: 5/12/2026 1:36:21 PM Signed: 5/12/2026 1:37:54 PM Signer Events Signature Timestamp Lai -Wan McGinnis Imcginnis@miamigov.com Capital Budget Administrator Signing Group: Capital Projects — Budget Review Group Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Marie Gouin mgouin@miamigov.com Director, Office of Management and Budget Signing Group: Capital Projects - Budget Approver Group Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Thomas Fossler TFossler@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/22/2023 10:02:03 AM ID: c72286bf-c560-4354-92fe-f3e9e87f357f George K Wysong III gwysong@miamigov.com City Attorney Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Erica Paschal epaschal@miamigov.com Chief Financial Officer/Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/14/2023 9:54:32 AM ID:3bc88215-edc0-43d8-936a-662c9c102a5f Asael Marrero AMarrero@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Completed Using IPAddress: 163.120.80.16 Signed by: 5F6E831796C5495..• Signature Adoption: Uploaded Signature Image Using IPAddress: 138.43.105.128 Signature Adoption: Pre -selected Style Using IPAddress: 149.19.33.232 ,-DocuSigned by: Gt,ovv, RisatAl 1(( 88776E9FE882488... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.49.100 DocuSigned by: Paochat 5E85050AB3B54BC... Signature Adoption: Pre -selected Style Using IPAddress: 163.120.80.16 DocuSigned by: �COF4AD9AB03B45A... Signature Adoption: Uploaded Signature Image Using IPAddress: 163.120.80.16 Sent: 5/12/2026 1:37:59 PM Resent: 5/18/2026 8:59:55 AM Resent: 5/18/2026 9:00:03 AM Resent: 5/18/2026 9:00:09 AM Resent: 5/21/2026 8:39:58 AM Viewed: 5/26/2026 11:10:16 AM Signed: 5/26/2026 11:12:53 AM Sent: 5/26/2026 11:12:58 AM Viewed: 5/27/2026 3:39:00 PM Signed: 5/27/2026 3:39:19 PM Sent: 5/27/2026 3:39:23 PM Resent: 5/28/2026 9:04:19 AM Resent: 6/1/2026 8:40:56 AM Resent: 6/5/2026 7:36:34 AM Resent: 6/15/2026 10:47:35 AM Resent: 6/24/2026 12:10:46 PM Viewed: 6/29/2026 3:17:26 PM Signed: 6/29/2026 3:21:42 PM Sent: 6/29/2026 3:21:46 PM Viewed: 6/29/2026 3:50:58 PM Signed: 6/29/2026 3:51:33 PM Sent: 6/29/2026 3:51:37 PM Viewed: 6/29/2026 4:16:22 PM Signed: 6/29/2026 4:16:29 PM Sent: 6/29/2026 4:16:33 PM Viewed: 6/30/2026 8:09:53 AM Signed: 6/30/2026 8:10:20 AM Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Accepted: 6/23/2023 9:31:00 AM ID:09d1ab67-9d2c-4b56-bca8-009be6aae519 Natasha Colebrook -Williams ncolebrook-williams@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign James Reyes jareyes@miamigov.com City Manager City Of Miami Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Hannon, Todd thannon@miamigov.com City Clerk City of Miami Signing Group: CITY CLERK ATTESTATION Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/17/2025 2:57:18 PM ID:459d62f8-6b29-49cb-b98d-1599dcc98ebc Luis Caseres Icaseres@miamigov.com Construction Procurement Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign (—DocuSigned by: No444 C0,144a4.-W;C&,E.,.4 '-84B700975DEA41 B... Signature Adoption: Pre -selected Style Using IPAddress: 138.43.105.186 Signed by: 1/4--A68C256F2C6A478... Signature Adoption: Drawn on Device Using IPAddress: 149.19.41.27 cDoo Sig''need�d by: E46D7560DCF1459... Signature Adoption: Uploaded Signature Image Using IPAddress: 138.43.101.81 Completed Using IPAddress: 163.120.80.16 Sent: 6/30/2026 8:10:24 AM Viewed: 6/30/2026 8:37:34 AM Signed: 6/30/2026 8:37:49 AM Sent: 6/30/2026 8:37:55 AM Viewed: 7/13/2026 3:08:13 PM Signed: 7/13/2026 3:08:31 PM Sent: 7/13/2026 3:08:38 PM Viewed: 7/13/2026 3:19:16 PM Signed: 7/13/2026 4:52:17 PM Sent: 7/13/2026 4:52:23 PM Viewed: 7/14/2026 10:49:43 AM Signed: 7/14/2026 10:50:05 AM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Sadie Brown sbrown@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Crystal Hoffman CAHoffman@Miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Martha Rodriguez marrodriguez@miamigov.com Sandra Gilbert sgilbert@miamigov.com Executive Assistant City Manager Signing Group: City Managers Office eNotary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Martha Rodriguez marrodriguez@miamigov.com Sandra Gilbert sgilbert@miamigov.com Executive Assistant City Manager Signing Group: City Managers Office eNotary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED COPIED COPIED COPIED Sent: 5/12/2026 1:37:58 PM Sent: 5/26/2026 11:12:57 AM Sent: 6/30/2026 8:37:53 AM Sent: 7/13/2026 3:08:36 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Envelope Updated Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked 5/12/2026 12:08:20 PM 6/24/2026 12:10:46 PM 7/14/2026 10:49:43 AM 7/14/2026 10:50:05 AM 7/14/2026 10:50:05 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 6/15/2023 8:45:09 AM Parties agreed to: Fernando Ponassi, Terry Quevedo, Thomas Fossler, Erica Paschal, Asael Marrero, Hannon, Todd ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Miami (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Olivera, Rosemary From: Caseres, Luis Sent: Tuesday, July 14, 2026 11:22 AM To: Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Darrington, Mario; McGinnis, Lai -Wan; Sagesse, Max Cc: Fossler, Thomas; Hannon, Todd; Olivera, Rosemary; Gomez, Marta; Johnson, Antiwonesha; Atkison, Nicholas; Dubuisson, Fabiola Subject: Document Distribution - RFQ 23-24-004 Civil Engineering Services for Citywide Flood Mitigation Attachments: Amendment_1_-_RFQ_23-24-004_-_Ardurra_Group_Executed 07-13-2026.pdf Good morning, All: Lai -Wan: Attached for your records is a scanned copy of the document described below, which was duly executed by all appropriate parties. Thank you. Antiwonesha/Marta: You may now close this Matter ID 26-1685 Todd: Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: Amendment No. 1 First Party: City of Miami Second Party: Ardurra Group, Inc. Program/Purpose: Civil Engineering Services for Citywide Flood Mitigation Effective Date: 07/14/2026 Best regards, LctiA.- Core - Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 ®Lcaseres©miamigov.com i "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2