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AG 20-975 - Otto Rosenau & Associates RETURN TO: PW ADMIN EXT: 2700 ID#: 3831 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS/Capital Projects 2. ORIGINATING STAFF PERSON:John Mulkey EXT: 261-3668 3. DATE REQ.BY' 11/30/2020 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ® PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER _ a. PROJECT NAME:SW 356th Street Preservation Project 5. NAME OF CONTRACTOR.Otto Rosenau and Associates, Inc. ADDRESS:6747 M. L. King Jr. Wau 5. SeattIe VVA 98118 TELEPHONE:206-725-4600 E-MAIL:Carle ottorosenau.com FAN:206-723-2221 SIGNATURE NAME: Judi ROsenau-Payseno TITTLE.President 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# 18-105644-00 BL,EXP. 12/31/ 03/31/21 UBI#578-075-518 EXP. 03/31/21 7. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 10/31/2021 8. TOTAL COMPENSATION:$14,212.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 13 NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: d YES ❑No IF YES,$ PAID BY: m CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: none ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 1:36215-26500 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED A PROJECT MANAGER JRM 11/05/2020 8 DIVISION MANAGER SLH 11105/202O I DEPUTY DIRECTOR A DIRECTOR DSW 11/19/2020 ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW DEPT ER 11/16/2020 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOWCONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT ;LAW DEPT l7r �Y SIGNATORY(MAYOR OR DIRECTOR) + CITY CLERK -` ❑ ASSIGNED AG# A ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE"1 "ORIGINALS 1/2020 CITY OF CITY HALL Fedra 33325 8th Avenue South el y Federal Way,WA 98003-6325 (253) 835-7000 www.cilyoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR SW 356TH STREET PRESERVATION PROJECT MATERIALS TESTING This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Otto Rosenau & Associates, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: Otto Rosenau&Associates,Inc. CITY OF FEDERAL WAY: Jeffrey D.Rabe,Project Manager John Mulkey,P.E., Senior Capital Engineer 6747 M.L.King Jr.Way South 33325 8th Avenue South Seattle,WA,98118-3216 Federal Way,WA 98003-6325 (206)725-4600(telephone) (253) 835-2722(telephone) (206)723-2221 (facsimile) (253) 835-2709(facsimile) eff ottorosenau.com John.mulkey@cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement,which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than October 31, 2021 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement.Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services,the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev.3/2017 CITY OF CITY HALL Fe d e 1r �� 33325 Avenue South y Federall Way,WA 98003-6325 (253)835-7000 www.o"ffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty(30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement.The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from,resulting from, or in connection with this Agreement or the acts,errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders,partners, employees, agents,representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT -2 - Rev.3/2017 CITY OF CITY HALL Federal Wa Feder 8th Avenue S y Federal Way,WA 98003003-6325 (253)835-7000 www.cityoffederaftay com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death,and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement,whether occurring by reason of acts,errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3)years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws.Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. 130OKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev.3/2017 ` CITY OF CITY HALL ift Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www.crtyoffederalway com 10. INDEPENDENT CONTRACTOR The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual,the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement,or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 l ntc r pretati on and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived,or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries.Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT -4- Rev.3/2017 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 VA� (253)835-7000 www.Wyoffederatway com obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement,this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid,to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute,difference or claim arising from this Agreement,the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit,then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however,nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev.3/2017 C CITY HALL 33325 8th Avenue South Federal IrY OF � Federal Way,WA 98003-6325 (253)835 7000 www cityoffederal way.com IN WITNESS,the Parties execute this Agreement below,effective the last date written below. CITY OF FEDERAL WAY: ATTEST: r L"L Uvu, J' F rrel , ay-or S -hifnie Courtney, CMC1.0ity Clerk DATE: APPROVED AS TO FORM: J.Ryan Call, City Attorney OTTO ROSENAU& ASSOCIATES, INC.: By: C 0 Printed Name: Judi R11 osenau-Payseno Title: DATE: 3 O t a STATE OF WASHINGTON ) ss. COUNTY OF r On this day personally appeared before me , ,.,tjr 'Uscrl[?;a- :7 5�'ti to me known to be the Presidel7-t _ of O-f o-Rosel7gU &�lsso�i�tes. T�f _ that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this— day of c--L.�, rocs- 20-2-L� ti�+.r\rl111111 Wl th4 Notary's signature ,,0' I�r4 Notary's rinted n ie ter-, t sQ�+wpk ;'.' otary ublic in and for the State of Washington. �" My commission expires i Nj,�}i L►��'ti4 g L err 9�hq`F 29�C9 S` IH1ttia .�� '01 of WAVA1, 'f),l tr yti,,w PROFESSIONAL ��'ICES AGREEMENT -6- Rev.3/2017 clTw o� CITY HALL ra33325 8th Avenue South FederaFedel Way l Way,WA 98003-6325 (253)835-7000 wwwatyoffederaf vFn com EXHIBIT A SERVICES 1. Scope of Services: The anticipated scope of work for the testing and inspection services includes,but is not limited to,the following items: • Soil compaction •Asphalt compaction •Reinforced concrete Otto Rosenau&Associates, Inc. (ORA)proposes to provide appropriately licensed and qualified engineers or inspectors to perform the inspection and testing tasks. The results of field tests and inspections will be communicated to the owner's and contractor's representative as soon as practical. Items that do not conform to the project specifications will be logged and tracked until corrective action is completed. Handwritten reports will be prepared and left on-site after each inspection. Typewritten reports will be distributed to the appropriate project team members and jurisdiction. PROPOSED FEE: Otto Rosenau and Associates, Inc.propose to provide the above described services on a unit fee basis where we will charge only for the services we perform. Our unit fees are presented on the attached Fee Schedule. Based on our review of the project drawings and on our past experience on similar projects,we suggest a budget of$14,212 be established for the inspection and testing services. The actual total fee for inspection and testing services is dependent on the efficiency,performance, and schedule of the general contractor, subcontractors, and material suppliers. SCHEDULE: We are prepared to begin work on your project as required by the construction schedule. Appropriate personnel will be dispatched to the project on an on-call basis in response to requests from the authorized field representative. Though we may be able to respond to last minute or emergency calls for inspection,we request 48 hours' notice for inspections. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev.3/2017 CITY OF CITY HALL Fe �� 8th Avenue South Feder ' Federal Way,WA 98003-6325 (253)835-7000 www.otyL�fredeaalway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services,the City shall pay the Contractor an amount not to exceed Fourteen Thousand Two Hundred Twelve and No/100 Dollars ($14,212.00). 2. Method of Compensation: Unit price In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the unit rate schedule for service as shown below. [Fill in rates from below] PROFESSIONAL SERVICES AGREEMENT - 8 - Rev.3/2017 CITY OF CITY HALL Federal r Feder 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www.ci(yoffederatway.com FEE SCHEDULE Description of Services Unit Fee I. Labor(Personnel)Rates: Administrative Staff—Standard Report Typing&Distribution Hour No Charge Project Manager—Standard Report Review&Inspector Supervision Hour No Charge Project Manager—Attend Meetings,Consultation,etc.(If Required) Hour $100.00 Geotechnical Engineer(P.E.) Hour $160.00 Geologist Hour $120.00 Engineering Technician Hour $100.00 Soils/Asphalt Compaction Testing Technician Hour $85.00 Special Inspector: a)Reinforced Concrete(Includes Reinforcing Steel) b)Prestressed Concrete c)Shotcrete d)Reinforced Masonry e)Proprietary Anchors—Epoxy,Expansion Anchors,etc. f)Lateral Framing—Nailing, Straps,etc. g)Miscellaneous—Spray-Applied Fireproofing,Seismic Ties,etc. Hour $80.00 Structural Steel and Welding Inspector Hour $85.00 Nondestructive Testing Technician(UT/MT/PT) Hour $90.00 Certified Welding Inspector/Consultant (American Welding Society—CWI) Hour $90.00 Pull Testing Technician(2-Man Crew) Hour $180.00 II. Laboratory(Materials)Testing: Soil Grain Size Distribution—Sieve Analysis(D422) Each $109.00 Soil Moisture-Density Relationship—Proctor(D1557) Each $212.00 Asphalt Oil Content by Ignition with Gradation Each $220.00 Asphalt Rice Density(D2041/WSDOT T-209) Each $98.00 Compressive Strength Test—Concrete Cylinders/Grout/Mortar(C39/C109/C1019) Each $21.00 Fireproofing Density Specimens(E605) Each $78.00 Fireproofing Cohesion/Adhesion Tests(E736) Each $34.00 Masonry Prisms/Concrete Masonry Units(C1314) Each $108.00 Shotcrete Test Panel(Includes 4 Cores;C1140) Each $210.00 Sawcutting of Test Specimens Each $6.00 III. Miscellaneous/Reimbursable Expenses: Associated Mileage(Portal to Portal) Mile $0.575 Project Associated Reimbursable Items(e.g.Parking Fees, Consumable Safety Gear,Cure Box,Temperature Recording Device, Subcontractor Services,etc.) Lot Cost+20% Final Inspection/Review/Report Hour $100.00 Note: Additional services are available, and will be provided upon request, at our published rates and fees. NOTES 1)Regular work hours for ORA personnel are an eight-hour shift between 6:00 am and 6:00 pm Monday through Friday, except for holidays. The holidays recognized are New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,Friday after Thanksgiving, and Christmas Day. In the event the holiday falls on a Saturday,the preceding Friday will be observed, and in the event the holiday falls on a Sunday,the observance is recognized on Monday. PROFESSIONAL SERVICES AGREEMENT - 9 - Rev.3/2017 CITY OF CITY HALL e d e ra 1 Wa Sth Avenue South Feder y Federal Way,WA 98003-6325 (253)835-7004 MW o4vffederahvay com 2)For work on Saturdays, in excess of eight hours Monday through Friday, or for work performed before 6:00 am or after 6:00 pm, a premium rate of 1.5 times the regular rate will be charged. For work on Sundays, holidays, holiday weekend, in excess of eight hours on Saturdays, and in excess of twelve hours Monday through Friday, a premium rate of 2.0 times the regular rate will be charged. All services are portal to portal from ORA's facility. 3) There shall be a three-hour minimum charge per trip during regular work hours, a four-hour minimum charge per trip for weekend and holiday, and an eight-hour minimum charge per trip for night shifts and out of town shifts. The applicable labor rate will apply depending upon the day/shift demand. Late cancellations (less than 3 business hours' notice for day shift or 24 hours' notice for night shift)will be charged 50%of the minimum charge at the applicable rate. 4) Test samples may be required to remain on the jobsite undisturbed for 24 to 48 hours as per the codes, standards, or specifications and will be picked up as designated.All samples, including hold samples,tested or not, shall be charged at the published rate. The Client will be invoiced portal to portal at the applicable labor rate. Laboratory rush samples will be invoiced at 1.5 times the standard test rate. 5) Concrete test specimens will be made according to ASTM C31 with the exception of sections 10.1.2 and 12.1.5. These items refer to initial curing of the samples. If the Client would like the samples cured in accordance to these sections, arrangements can be made(applicable fees apply)to provide a cure box/tank, temperature recorders, etc. 6)Asphalt content of asphalt mixture by ignition method will be performed according to ASTM D6307 with the exception of sections 10.9 and 13.16. These sections refer to the mathematical calculation of asphalt content with oven calibration factor. Oven calibration factor will not be tested and will be included in the calculation with a value of zero `0'. If the client would like the samples calculated in accordance to these sections, arrangements can be made (applicable fees apply)to perform the applicable oven calibration factor. 7) The labor rates quoted shall be increased annually in proportion to the increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) as published by the Bureau of Labor Statistics of the U.S. Department of Labor. 8)As a professional services firm, ORA is not typically subject to prevailing wage agreements; however, should our services be subject to prevailing wage rates under state law,this proposal is null and void. 9) Whenever applicable and unless stated in our fee schedule, estimated budgets do not include overtime hours, re-inspections or re-tests of deficiencies, or services provided beyond our original scope. Our actual total fee will be determined on a unit-fee basis wherein we will charge only for work performed. The construction schedule and the performance of the general contractor, sub-contractors, and material suppliers will directly impact our actual total fee. PROFESSIONAL SERVICES AGREEMENT - 10 - Rev.3/2017 Shelley Springer From: Julie Willson <Julie@ottorosenau.com> Sent: Friday, December 4, 2020 8:07 AM To: Sara Gilchrist; Carley Trammell Cc: Shelley Springer;John Mulkey; Crista Moser; Accounting Subject: RE: Contract Notary [EXTERNAL EMAIL WARNINGI This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Sorry this was missed and yes it is ok to fill in: King county From:Sara Gilchrist<Sara.Gilchrist@cityoffederalway.com> Sent: Friday, December 4, 2020 7:38 AM To: Carley Trammell<Carley@otto rose nau.com> Cc:Shelley Springer<Shelley.Springer@cityoffederalway.com>;John Mulkey<John.Mulkey@cityoffederalway.com>; Julie Willson<Julie@ottorosenau.com>; Crista Moser<crista@otto rose nau.com>; Accounting <Accounting@otto rose nau.com> Subject: RE: Contract Notary Thank you! Julie — if it's okay, can we fill these lines in for you? I will just need to know what county the signing occurred in, and I can complete the missing info. Alz� > Thank you! Sara Gi.l.cl�-rise(- � _ _I Administrative Assistant II � i[I Federal Way e -yna, l sha&vs Public Works Department Tu G F1�l(}'� ,( 33325 8th Ave S, Federal Way,WA 98003 � � Desk:(253)835-2706*Fax:(253)835-2709 � �as�C�� Sara.gilchrist(IcityofFederaiwa�r.com L•� c€tvoffederal a!Pv cc) From: Carley Trammell<Carley@ottorosenau.com> Sent:Thursday, December 3, 2020 5:06 PM To:Sara Gilchrist<Sara.Gilchrist cit offederalwa .com> Cc:Shelley Springer<Shelley.Springer@cityoffederalway.com>;John Mulkey<John.Mulkey@cityoffederaiway.com>; Julie Willson<Julie@otturosenau.com>; Crista Moser<crista@ottorosenau.com>; Accounting <Accounting@otto rose nau.com> Subject: RE: Contract Notary 1 This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hi Sara Yes, the notary is Julie Willson —she is copied on this email. Thank you for bringing this to our attention. Carley From:Sara Gilchrist<Sara.Gilchrist cit affederalwa .com> Sent:Thursday, December 3, 2020 3:28 PM To:Carley Trammell <Carley@ottorosenau.com> �-p ay.corri>•John Mulkey<�:.t; 7,;yl�l tey: : ityoffederalway. Cc:Shelley Springer<Shelfe S nn�en@cityoffederalw com>_. _ Subject:Contract Notary Good afternoon Carley, We received the signed contract today, but the notary didn't fill everything out. We will need to get written permission from the notary to fill these lines out for them, or we would have to send it back to get completed and returned. Let me know if you have contact info for the notary, and are able to get written approval from them,for us to complete those items on their behalf. Thanks, Sara Gilctn.c�is�f- Administrative Assistant II "'"" Federal Way CW1 Public Works Department 33325 8th Ave S, Federal Way,WA 98003 Desk:(253)835-2706*Fax:(253)835-2709 Sara.giIchrist@ciiyoffederalway.corr citycffederalvv,�y.com 2 Sara Gilchrist From: Melissa Plemmons Sent: Thursday, December 3, 2020 2:53 PM To: Sara Gilchrist Cc: Shelley Springer Subject: RE:3831 Yes you can. Please attached email when sending over for execution so we have record. Good catch! Thanks. Vefissa Pfmmons Legal Assistant, Law Department Federal Way 33325 8th Ave So., Federal Way, WA 98003 Ph: 253.835.2562 1 Fx: 253.835.2569 From:Sara Gilchrist Sent:Thursday, December 3, 2020 2:27 PM To:Shelley Springer<Shelley.Springer@cityoffed era lway.com> Cc: Melissa Plemmons<Melissa.Plemmons@cityoffederalway.com> Subject:3831 Thank you for your help on these,Shelley! Below is what needs to go with it when it goes to legal. Melissa—quick question before we send this one your way.The notary didn't fill in the below lines that are highlighted (the screenshot is not the signed version,but Shelley has the signed version in hand, and says that these below highlighted areas were not filled in.) Can we just email them to get permission to fill these in for them? rS0 gpSEMAU R A.%OCLAIM,f' B Prmtrd% _ Twi. DATE _......,w STATE OF WASHr%G ONCOUN-ry OF 1 )w rho dry 9 rewss1h gVamed begue me b me k�s m be dw O( _ the n —!b:egn*ta ted*A—.rl^dsed 6K Yld OW—M b be-&f 6-and 1.hndw)'it wld drOd ad nrrd Cgrygi1106[R�uws tttl PtWere�dMem®f W00(•d.�Od ti Otib Wlld�I b!1�!nl MIWQt•d t0�ICYO[rYid IMh�IIQt id 1�11}X rCel AML!'d.If eT fb Ihr capormr KV of"W capwan GI1�mr bd waf o1GeuJ wal Zhu_M of -_ :R_ \awv Prtmnl sane _ \ary Pubhe m and fW the Sr of l�'aahta�tat \fr comm.aw-;.- KAAL7MIhiS\AFiles in Review\",Finished Review13831 -S\AI 356th Street Preservation Proiect need bV 1_1.30 1. Routing Form 2. Signed Original Contract(the version you have in hand) i 3. C01 4. Business License(this is also the proof of signature authorization for this one as well) 5. "Legal Draft"version in the file(showing the edits made on the printout)It should automatically print with these edits showing Thanks, Sa4ra Gi.(.c l,.i-4f Administrative Assistant II Federal Way Public Works Department 33325 8th Ave 5,Federal Way,WA 98003 Desk:(253)835-2706*Fax:(253)835-2709 Sara.gilrhrist@-cityof4ederalwg .corn a Dffe Ierstjw3y corn 2 CITY OF CITY HALL � Federal Way Feder 8th Avenue South� Federal Way,WA 98003-6325 (253)835-7000 www.cityoffederatway.com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Jim Ferrell,Mayor Stephanie Courtney, CMC, City Clerk DATE: APPROVED AS TO FORM: J.Ryan Call, City Attorney OTTO ROSENAU&ASSOCIATES, INC.: By: Printed Name: Judi R``osenau-Payseno Title: P�'�S L r DATE: ` 3©`,),0 A STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day personally appeared before me to me known to be the of that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this--�Z.-:• day of ! ',E,W 1,LL S f� Notary's signature .etw•o•yti„ Notary's printed mule D# e�AR� ■''■, �� latary �fl�lic in and for the State of Washington. My commission expires t j 2c ,l " z N r"rr A�B4tiG s Q .r rf1 fyrrai 1.29 '� yC, .. f/,I, OF WAs\,11, w.�� PROFESSIONA��VICES AGREEMENT - 6- Rev.3/2017 { L: -� ACCW" CERTIFICATE OF LIABILITY INSURANCE (MMIDDIYYYY) 16 �. 11/20/2020 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 ColltALt NAME KimAndrews-McClellan The Partners Group Ltd PHONE (425)455-5640 425)455-6727 (A1C,.No_.Ext):_ AIC,No)- ................ 11225 SE 6th St.,Suite 110 EATASI. kandrews@tpgrp.com ADDRESS INSURER(S)AFFORDING COVERAGE NAIC# Bellevue WA 98004 INSURER A: Transportation Insurance Company 20494 INSURED INSURERB: Continental Ins.Co. 35289 Otto Rosenau&Associates,Inc. INSURERC: Admiral Insurance Company 24856 6747 M.L.King Way South INSURER D: INSURER E: Seattle WA 98118-3218 INSURER F: COVERAGES CERTIFICATE NUMBER: 20121 GLALSG UM PL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSIR AUUL 5U13K POLICY EFF POLICY EXP LTR TYPE OF INSURANCE WSD WVD POLICY NUMBER MM/DD/YYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE �OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) s 15,000 A Y Y 6076301300 04/01/2020 04/01/2021 PERSONAL&ADV INJURY s 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 E;i accident ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y 6076301314 04/01/2020 04/01/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED S AUTOS ONLY AUTOS ONLY iPer aa�ident Medical payments s 5,000 UMBRELLA LIAB X OCCUR EACH OCCURRENCE s 5,000,000 B EXCESS LIAB CLAIMS-MADE Y Y 6076301331 04/01/2020 04/01/2021 AGGREGATE s 5,000,000 DIEDX RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- WA STOP GAP-EL YIN AND EMPLOYERS'LIABILITY STATUTE X ER 1,000,000 A ANY CERIMEMBPROPRIETOR/PARTNER/EXECUTIVE ❑ NIA 6076301300-WA STOP GAP-EL 04/01/2020 04/01/2021 E.L.EACH ACCIDENT $ (Mandatory in NE) EXCLUDED. 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT s EACH CLAIM LIMIT $2,000,000 PROFESSIONAL LIABILITY C CLAIMS-MADE FORM E0000028434-06 04/01/2020 04/01/2021 AGGREGATE $2,000,000 DEDUCTIBLE $25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:SW 356th Street Preservation Project The City of Federal Way is included as Additional Insured on General Liability including ongoing and completed operations,Auto Liability,Umbrella Liability as their interest may appear as respects operations performed by or on behalf of the Named Insured,as required by written contract.Coverage is Primary and Non-Contributory.Waiver of Subrogation applies.Forms attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3. Additional Insured—Extended Coverage 4. Boats 5. Bodily Injury—Expanded Definition 6. Broad Knowledge of Occurrence/Notice of Occurrence 7. Broad Named Insured 8. Contractual Liability—Railroads 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 11. General Aggregate Limits of Insurance—Per Location 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability—Damage To Premises 16. Liquor Liability 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising Injury—Discrimination or Humiliation 21. Personal And Advertising Injury-Contractual Liability 22. Property Damage—Elevators 23. Retired Partners, Members, Directors And Employees 24. Supplementary Payments 25. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation—Blanket 27. Wrap-Up Extension: OCIP, CCIP or Consolidated(Wrap-Up) Insurance Programs CNA74858XX(1-15) Policy No: 6076301300 Page 1 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name:OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part;and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement;or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through I.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of, 1. such person or organization's financial control of a Named Insured;or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Engineers,Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises; or b. in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by, on behalf of,or for the Named Insured, including but not limited to: CNA74858XX(1-15) Policy No: 6076301300 Page 2 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications;or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named = Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition == operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction,erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX(1-15) Policy No: 6076301300 Page 3 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. i CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED—EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual,then his or her spouse is an Insured; b. A partnership or joint venture,then its partners, members and their spouses are Insureds; c. A limited liability company,then its members and managers are Insureds;or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA74858XX(1-15) Policy No: 6076301300 Page 4 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. 4. BOATS Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to add the following additional exception to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named Insured's inspection or surveying work. 5. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 6. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence,offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim. 7. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have CNA74858XX(1-15) Policy No: 6076301300 Page 5 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc.,with its permission CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation;or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 8. CONTRACTUAL LIABILITY—RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured you with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: CNA74858XX(1-15) Policy No: 6076301300 Page 6 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc,with its permission CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications;or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 9. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy; provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided, however, that the spouse of a natural person Named Insured, and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE-PER LOCATION A. A separate Location General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A,except damages because of bodily injury or property damage included in the products-completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage B, regardless of the number of locations involved; CNA74858XX(1-15) Policy No: 6076301300 Page 7 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property damage included in the products-completed operations hazard;and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single location, will reduce the General Aggregate Limit shown in the Declarations. C. For the purpose of this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision, "location"means: 1. a premises the Named Insured owns or rents; or 2. a premises not owned or rented by any Named Insured at which the Named Insured is performing operations pursuant to a contract or written agreement. If operations at such a location have been discontinued and then restarted, or if the authorized parties deviate from plans, blueprints, designs, specifications or timetables,the location will still be deemed to be the same location. For the purpose of determining the applicable aggregate limit of insurance, premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single location. D. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit,depending on whether the occurrence can be attributed solely to ongoing operations at a particular location. E. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard, regardless of the number of locations involved, will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this GENERAL AGGREGATE LIMITS OF INSURANCE-PER LOCATION Provision shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE ` Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and CNA74858XX(1-15) Policy No: 6076301300 Page 8 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. to add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act,error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: I. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of. a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services rneans any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; CNA74858XX(1-15) Policy No: 6076301300 Page 9 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc.,with its permission CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact,circumstance, situation,transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a), (b), (c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Otherinsurance CNA74858XX(1-15) Policy No: 6076301300 Page 10 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES A. Past Joint Ventures, Partnerships, Limited Liability Companies The following is added to WHO IS AN INSURED: If the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense,first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date;and c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Architects, Engineers And Surveyors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated(wrap-up)insurance program. B. Participation In Current Professional Joint Ventures The following is added to WHO IS AN INSURED: The Named Insured is also an Insured for participation in a current joint venture that is not named on the Declarations, but only if such joint venture meets all of the following criteria: a. Each and every one of the Named Insured's co-venturers are architectural, engineering or surveying firms 0 only; and b. There is no other valid and collectible insurance purchased specifically to insure the joint venture. However, the Named Insured is an Insured only for the conduct of such Named Insured's business within such a joint venture. The Named Insured is not insured for liability arising out of the acts or omissions of other co- venturers, nor of their partners, members or employees. C. WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: Except as provided under this Architects, Engineers And Surveyors General Liability Extension Endorsement or by the attachment of another endorsement(if any), no person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. CNA74858XX(1-15) Policy No: 6076301300 Page 11 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 15. LEGAL LIABILITY — DAMAGE TO PREMISES I ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE,CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations;or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs(1), (3)and (4) of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph(2)of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products-completed operations hazard. Paragraphs(3)and(4)of this exclusion do not apply to property damage to: i. tools,or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However,the coverage granted by this exception to Paragraphs(3)and(4)does not apply to: a. property at a job site awaiting or during such property's installation,fabrication, or erection; b. property that is mobile equipment leased by an Insured; CNA74858XX(1-15) Policy No: 6076301300 Page 12 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement c. property that is an auto,aircraft or watercraft; d. property in transit;or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds$1,000.The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days.The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii)of the Other Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care,custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. CNA74858XX(1-15) Policy No: 6076301300 Page 13 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured;and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: CNA74858XX(1-15) Policy No: 6076301300 Page 14 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc,with its permission CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This insurance does not apply to: Knowing Violation of Rights of Another Personal and 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 and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of. (a) the Named Insured;or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1.ADDITIONAL INSURED of this endorsement;or attachment of an additional insured endorsement to this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit _ are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met, attorney's fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred CNA74858XX(1-15) Policy No: 6076301300 Page 15 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX(1-15) Policy No: 6076301300 Page 16 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part;and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP,CCIP,OR CONSOLIDATED(WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs(C.C.I.P.)is attached,then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4.Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.)or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However,when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX(1-15) Policy NO: 6076301300 Page 17 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy CNA74858XX(1-15) Policy No: 6076301300 Page 18 of 18 Endorsement No: 2 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc,with its permission CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract;or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition,or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with"arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance,the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract;or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage,or personal and advertising injury arising out of: A. the rendering of,or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications;and 2. supervisory, inspection, architectural or engineering activities;or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Policy No: 6076301300 Page 1 of 2 Endorsement No: 4 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office,Inc.,with its permission CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement,the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense,or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer,whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement,the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires c011currently with said Policy. CNA75079XX(10-16) Policy No: 6076301300 Page 2 of 2 Endorsement No: 4 TRANSPORTATION INSURANCE COMPANY Effective Date: 04/01/2020 Insured Name: OTTO ROSENAU & ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission CNA Business Auto Policy Policy Endorsement It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization "ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. 1. Paragraph A.1. Who Is An Insured of Section II - LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy. 2. The insurance provided to the additional insured is limited as follows: a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable. b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable. c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is: (1) Required by the "written contract"; or (2) Afforded to you under this policy. 3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV - BUSINESS AUTO CONDITIONS is amended to add the following conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy; c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit". 4. Only for the purpose of the insurance provided by this endorsement, SECTION V -DEFINITIONS is amended to add the following definition: Form No: CNA71526XX (10-2012) Policy No:BUA 6076301314 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 04/01/2020 Endorsement No: 9; Page: 1 of 2 Policy Page: 57 of 162 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 °Copyright CNA All Rights Reserved. Material used with permission of ISO Properties, Inc _ Business Auto Policy Policy Endorsement "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the accident for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71526XX (10-2012) Policy No:BUA 6076301314 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:04/01/2020 Endorsement No: 9; Page: 2 of 2 Policy Page: 58 of 162 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 0 Copyright CNA All Rights Reserved. Material used with permission of ISO Properties, Inc CNA Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF s THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OTTO ROSENAU & ASSOCIATES INC Endorsement Effective Date: 04/01/2020 SCHEDULE Namels) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. l The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Policy No:BUA 6076301314 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 04/01/2020 Endorsement No: 2; Page: 1 of 1 Policy Page: 43 of 162 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright Insurance Services Office, Inc., 2011 CAACNA Paramount Excess and Umbrella Liability 1 Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The "Insurer" refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. I. COVERAGES A. Coverage A - Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: 1. if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and 2. if the applicable underlying insurance is on a claims made basis, then only if: a. that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and b. the claim is first made during the policy period. B. Coverage B - Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: 1. that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or 2. because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: a. the bodily injury or property damage occurs during the policy period; b. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; Form No: CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 1 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 12 of 53 "Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy c. the personal and advertising injury is caused by an offense arising out of the Named Insured's business; and d. the offense giving rise to personal and advertising injury was first committed during the policy period and in the coverage territory; Provided, however, that Coverage B - Umbrella Liability: i. does not apply to: (a) any part of damages to which underlying insurance applies; or (b) any part of damages to which underlying insurance would have applied regardless of: (1) the availability of underlying insurance; or (2) the exhaustion of the applicable underlying limits; (c) any defense costs related to damages as described in a. and b. above. ii. applies only if prior to the effective date of the policy period, no authorized insured: (a) knew that such bodily injury or property damage had occurred, in whole or in part. If any authorized insured knew, prior to the policy period, that any such bodily injury or property damage had occurred, then any continuation, change or resumption of such bodily injury or property damage during or after the policy period will be deemed to have been known prior to the policy period; or (b) knew that any offense giving rise to personal and advertising injury had occurred, in whole or in part. Bodily injury or property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any authorized insured, includes any continuation, change or resumption of that bodily injury or property damage after the end of the policy period. An authorized insured will be deemed to know: 1. that such bodily injury or property damage occurred, at the earliest time when such authorized insured: a. reports the bodily injury or property damage to the Insurer or any other insurer; b. receives a claim arising out 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; 2. that such offense giving rise to personal and advertising injury occurred, on the date of the first utterance or dissemination or, if there is no utterance or dissemination, then on the first date of the activity giving rise to a claim. C. Coverage C - Crisis Management Expenses The Insurer will reimburse the Named Insured for crisis management expenses incurred by the Named Insured as a direct result of its response to a crisis management event that first occurs during the policy period, provided: 1 such crisis management event is reported to the Insurer as soon as reasonably practicable following the crisis management event, or within 72 hours after such crisis management event begins if such crisis management event is likely to give rise to bodily injury or property damage; Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 2 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 13 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy 2. such crisis management expenses are incurred within 180 days after the crisis management event and reported to the Insurer as soon as reasonably practicable; and, 3. such crisis management expenses are approved in advance by the Insurer. The period of time for which the Insurer will pay crisis management expenses will not be limited by the expiration of the policy period. D. Coverage D — Key Employee The Insurer will reimburse the Named Insured for key employee replacement expenses due to the Named Insured's permanent loss of the services of a key employee provided that: 1. the Named Insured would not have incurred such key employee replacement expenses if the Named Insured had not lost the services of the key employee; 2. such key employee replacement expenses are incurred by the Named Insured within 180 days of the covered accident and reported to the Insurer as soon as reasonably practicable; 3. such loss of service is caused by a covered accident; 4. the covered accident occurs during the policy period; and 5. a replacement for such key employee is hired within 180 days after the covered accident. The period of time for which the Insurer will pay key employee replacement expenses will not be limited by the expiration of the policy period. II. DEFENSE COSTS PAYMENT AND RELATED DUTIES A. The Insurer has the right and duty to defend any suit, and the right to assume control of the investigation and settlement of any claim, against the Insured, as follows: 1. with respect to the Coverage A - Excess Follow Form Liability, upon exhaustion through payment in legal currency of the full amount of the applicable underlying limits over which Coverage A applies. 2. with respect to the Coverage B - Umbrella Liability, upon receipt by the Insurer of a claim to which Coverage B applies. When the Insurer has the duty to defend any suit and the right to investigate any claim but is prevented by law from doing so, the Insured will undertake such defense and investigation, and the Insurer will reimburse the Insured for the defense costs. The Insurer's obligation to defend any suit, investigate any claim, or reimburse for any defense costs does not apply if any other insurer has a duty to defend. Further, any obligation to defend any suit, investigate any claim, or reimburse for any defense costs ceases upon exhaustion of the applicable limits of insurance of this Policy. B. The Insurer may, at the Insurer's sole discretion and at the Insurer's own cost, elect to participate in the investigation, settlement or defense of any claim against any of the Insureds for matters covered by this Policy even if the applicable underlying limit has not been exhausted. C. The Insurer will pay defense costs as follows: 1 with respect to the Coverage A - Excess Follow Form Liability, defense costs are paid within or excess of the limits of insurance as set forth in the applicable underlying insurance. 2. with respect to the Coverage B - Umbrella Liability, defense costs are paid in excess of and do not erode the limits of insurance or the retained amount. D Where the Insurer investigates a claim or defends a suit, the Insurer will do so even if the allegations of a claim are groundless, false, or fraudulent. If Insurer investigates a claim or defends a suit, Insurer will Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 3 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 14 of 53 10 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy do so only until the Insurer: 1. makes payment of; or 2. offers to pay; or 3. deposits in court that part of a judgment up to but not exceeding the Insurer's applicable limits of insurance. E. No Insured shall admit liability, consent to any judgment, agree to any settlement or make any settlement offer which is reasonably likely to involve this Policy without the Insurer's prior written consent, such consent not to be unreasonably withheld. The Insureds agree that they shall not knowingly take any action that increases the Insurer's exposure for damages or defense costs under this Policy. III. EXCLUSIONS A. Coverage A - Excess Follow Form Liability and Coverage B - Umbrella Liability Exclusions With respect to both the Coverage A- Excess Follow Form Liability and Coverage B -Umbrella Liability, this Insurance does not apply to: 1. Access to or Disclosure of Confidential or Personal Information and Data-Related Liability any actual or alleged damages arising out of: a. any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or b. the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by the Named Insured or others arising out of that which is described in paragraph a. or b. above. However, unless paragraph a. above applies, this exclusion does not apply to bodily injury to the extent that such liability is covered by underlying insurance. 2. Asbestos a. any actual or alleged liability arising out of the actual, alleged or threatened exposure at any time to asbestos; or b. any actual or alleged loss, cost or expense that may be awarded or incurred: i. by reason of a claim for any such injury or damage; or ii. in complying with a governmental direction or request to test for, monitor, clean up, remove, contain or dispose of asbestos. 3. Damage to Impaired Property or Property not Physically Injured any actual or alleged 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 the Named Insured or anyone acting on the Named Insured's behalf to perform a contract or agreement in accordance with its terms. Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page:4 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 15 of 53 o Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use. 4. Damage to Premises Rented or Occupied by the Named Insured any actual or alleged property damage to premises rented to the Named Insured or in the case of damage by fire, while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner. 5. Distribution or Recording of Material or Information in Violation of Laws any actual or alleged liability arising directly or indirectly out of any actual or alleged: a. violation of: i. the Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; ii. the CAN-SPAM Act of 2003, including any amendment of or addition to such law; iii. the Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or iv. any statute, ordinance, regulation or law other than the TCPA, CAN-SPAM Act of 2003, or FCRA, including FACTA, and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information; or b. conversion or consumption of another's tangible property or electronic assets. For the purpose of this provision, electronic assets include but are not limited to minute allowances, text message allowances, and other electronic consumables. 6. Employment Related Practices any actual or alleged bodily injury or personal and advertising injury to: a. a person arising out of any actual or alleged: i. refusal to employ that person; ii. termination of that person's employment; iii employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or b the spouse, child, parent, brother or sister of that person as a consequence of such bodily injury or personal and advertising injury to that person at whom any of the employment-related practices described in paragraphs a. L, ii., or iii. above is directed. This exclusion applies: a. whether the injury-causing event described in paragraphs a. L, ii., or iii. above occurs before employment, during employment or after employment of that person; b. whether the Insured may be liable as an employer or in any other capacity; and c. to any obligation to share damages with or repay someone else who must pay damages because of the injury. However, this exclusion does not apply to bodily injury a person sustains during a job interview while attempting to demonstrate a physical capability or skill required by the job to the extent that Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 5 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 16 of 53 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy such liability is covered by underlying insurance. 7. ERISA any actual or alleged liability arising out of any actual or alleged obligation of any Insured under the Employees Retirement Income Security Act of 1974 or any similar common or statutory law anywhere in the world including any amendments or additions thereto. 8. Nuclear Energy Liability any actual or alleged bodily injury, property damage or personal and advertising injury: a. with respect to which an Insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of insurance; b. resulting from the hazardous properties of nuclear material and with respect to which: i. any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or ii. the Insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; or c. resulting from hazardous properties of nuclear material, if: i. the nuclear material: (a) is at any nuclear facility owned by, or operated by or on behalf of, an Insured or (b) has been discharged or dispersed therefrom; ii. the nuclear material is contained in spent fuel or nuclear waste at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an Insured; or iii the bodily injury, property damage or personal and advertising injury arises out of the furnishing by an Insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion applies only to property damage to such nuclear facility and any property thereat. d. Under any Medical Payments coverage, to expenses with respect to bodily injury resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. Solely as used in this exclusion: (a) property damage includes all forms of radioactive contamination of property; (b) hazardous properties includes but is not limited to radioactive, toxic or explosive properties; (c) source material, special nuclear material, and by-product material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; (d) spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor. Form No: CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 6 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 17 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNA. Policy 9. Recall of Products, Work or Impaired Property any actual or alleged loss, cost or expense incurred by the Named Insured or any person or entity, for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of your product, your work or 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. 10. Unfair Competition/Antitrust Claims/RICO Claims any actual or alleged liability arising out of any. a. unfair competition, dilution, deceptive trade practices, or civil actions for consumer fraud; b. charges of price fixing, monopolization or restraint of trade; or c. any violation of: L the Federal Trade Commission Act; ii. the Sherman Act, the Clayton Act, or any federal statutory provision regarding anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade; iii. the Racketeer Influenced and Corrupt Organizations Act; iv. any rules or regulations promulgated under or in connection with the above statutes; or v. any state, federal or local statute or other law which similarly regulates business practices. 11.Uninsured/Underinsured Motorists any actual or alleged liability arising out of any obligations under an uninsured/underinsured motorist law, a personal injury protection law, a reparations benefit law or other similar law. 12.War any actual or alleged liability arising, directly or indirectly out of any: a. war, including undeclared or civil war; 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. 13.Workers' Compensation and Similar Laws /Nonsubscriber Status any actual or alleged liability arising out of any obligation of any Insured: a. under a workers' compensation, disability benefits or unemployment compensation law or any similar law. b. by reason of a statement of non-subscription on file with any applicable Worker's Compensation authority of any State indicating the Named Insured has chosen not to participate in the Workers Compensation system in accordance with laws of such state. B. Coverage A - Excess Follow Form Liability Exclusions With respect to Coverage A - Excess Follow Form Liability, this Insurance does not apply to: 1. Coverages Subject to a Sub Limit any actual or alleged liability, loss, cost or expense covered under any underlying insurance which is Form No: CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 7 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 18 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy subject to a sub limit. 2. Crisis Management Expenses crisis management expenses except as provided for in Coverage C above even if such insurance is afforded under underlying insurance or would have been afforded but for the exhaustion of the underlying limits. 3. Pollution a. any actual or alleged bodily injury or property damage arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: i. at or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any Insured except that this subparagraph does not apply to: (a) bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire; or (b) bodily injury if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; ii. at or from any premises, site or location which is or was at any time used by or for any Insured or others for the handling, storage, disposal, processing or treatment of waste; iii. which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for any Insured or any person or organization for whom the Named Insured may be legally responsible; or iv. at or from any premises, site or location on which any Insured or any contractors or subcontractors working directly or indirectly on any Insured's behalf are performing operations: (a) If the pollutants are brought on or to the premises, site or location in connection with such operations by such Insured, contractor or subcontractor; except that this subparagraph does not apply to bodily injury or property damage arising out of: (1) the escape of fuels, lubricants, or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for operation of mobile equipment or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such Insured, contractor or subcontractor; or (2) heat, smoke or fumes from a hostile fire; or (b) If the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; v. that are, or that are contained in property that is: (a) being transported or towed by, or handled for movement into, onto or from a covered auto; (b) otherwise in the course of transit; or Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 8 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 19 of 53 0 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNO, Policy (c) being stored, disposed of, treated or processed in or upon the covered auto except that this subparagraph does not apply to fuels, lubricants, fluids, exhaust, gases or other similar Pollutants that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered auto or its parts if the pollutants escape or are discharged, dispersed or released directly from an auto part designed by its manufacturer to hold, store, receive or dispose of such pollutants; vi. before the pollutants or property in which the pollutants are contained are moved from the place where they are accepted by the Insured for movement into or onto the covered auto; or vii. after the pollutants or property in which the pollutants are contained are moved from the covered auto to the place where they are finally delivered, disposed of or abandoned by the Insured. Subparagraphs vi. and vii. do not apply if the pollutants or property in which the pollutants are contained are upset, overturned or damaged as a result of the maintenance or use of a covered auto and the discharge, dispersal, release or escape of the pollutants is caused directly by such upset, overturn or damage. b. any actual or alleged personal and advertising injury arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. c. any actual or alleged loss, cost or expense arising out of any: i. request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; or ii. claim by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of pollutants. However, if liability for damages because of property damage is not excluded by paragraph a. of this exclusion, then neither will paragraph c. above serve to exclude such damages. C. Coverage B - Umbrella Liability Exclusions With respect to the Coverage B - Umbrella Liability, this Insurance does not apply to: 1. Aircraft, Auto, Watercraft or Mobile Equipment any actual or alleged bodily injury, property damage, personal and advertising injury arising out of the ownership, maintenance, operation, use, loading or unloading or entrustment to others of any: a. aircraft owned by any Insured or rented, loaned or chartered by or on behalf of any Insured without crew; or b. autos, watercraft or mobile equipment This exclusion applies even if such claim against an Insured alleges negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured. This exclusion does not apply to: i. watercraft while ashore on premises the Named Insured owns or rents; ii. watercraft the Named Insured does not own that is: (a) less than 55 feet long; and (b) not being used to carry persons or property for a charge; or Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 9 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 20 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CMAPolicy iii. liability assumed under any insured contract for the ownership, maintenance or use of watercraft. 2. Contractual Liability any actual or alleged bodily injury, property damage or personal and advertising injury for which an Insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement other than an insured contract. This exclusion does not apply to liability that the Insured would have in the absence of such contract or agreement. 3. Damage to Property any actual or alleged property damage to: a. property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by the Named Insured, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; c. property loaned to the Named Insured; d. personal property in the care, custody or control of the Insured; e. that particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on its behalf are performing operations, if the property damage arises out of those operations; or f. that particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraph b. of this exclusion does not apply if the premises are your work and were never occupied, rented or held for rental by the Named Insured. Paragraphs c., d., e. and f. of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph f. of this exclusion does not apply to property damage included in the products-completed operations hazard. 4. Damage to Your product any actual or alleged property damage to your product arising out of it or any part of it. 5. Damage to Your work any actual or alleged property damage to your work arising out of it or any part of it and included in the products-completed operations hazard. This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on the Named Insured's behalf by a subcontractor. 6. Employee Injury any actual or alleged bodily injury or personal and advertising injury to: a. an employee arising out of and in the course of employment by the Insured or 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 a. above. Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 10 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 21 of 53 0 Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability Policy This exclusion applies: i. whether an Insured may be liable as an employer or in any other capacity; and ii. to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the Insured under an insured contract. 7. Expected or Intended injury any actual or alleged bodily injury or property damage arising out of an act or omission: a. intended by an Insured; or b. that would be expected from the standpoint of a reasonable person in the circumstances of the Insured; to cause bodily injury or property damage, even if the actual bodily injury or property damage is of a different degree or type than intended or expected. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. Fungi or Other Organic Pathogens a. any actual or alleged bodily injury, property damage or personal and advertising injury arising out of any actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or growth or presence of any fungi or other organic pathogens; b. any actual or alleged loss, cost or expense arising out of or relating to the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating,or disposing of, or in any way responding to or assessing the effects of fungi or other organic pathogens by any Insured or by anyone else; or c. any actual or alleged property damage caused by water where there also exists any property damage arising out of or relating to, in whole or in part, the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or growth or presence of any fungi or other organic pathogens. This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to such injury or damage, loss, cost or expense. 9. Liquor Liability any actual or alleged bodily injury or property damage for which any Insured may be held 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 the Insured's premises, for consumption on the Insured's premises; 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. This exclusion applies even if the claims against any Insured allege negligence or other wrongdoing in: i. the supervision, hiring, employment, training or monitoring of others by that Insured; or Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 11 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 22 of 53 m Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability CNAPolicy ii. providing or failing to provide transportation with respect to any person that may be under the influence of alcohol, if the occurrence which caused the bodily injury or property damage involved that which is described in paragraph a., b. or c. above. 10.Nonemployment Related Discrimination any actual or alleged personal and advertising injury arising out of any actual or alleged nonemployment related discrimination committed intentionally against a person. 11.Personal and Advertising Injury any actual or alleged personal and advertising injury: a. Breach of Contract arising out of breach of contract, except an implied contract to use another's advertising idea in the Named Insured's advertisement. b. Criminal Acts or Conduct arising out of any actual or alleged criminal act or omission committed by or at the direction of any Insured. This exclusion does not apply to the extent liability is imposed upon the Insured for acts or omissions of another committed without the knowledge or consent of the Insured. c. Electronic Chat Rooms or Bulletin Boards arising out of an electronic chat room or bulletin board the Insured hosts, owns, or over which the Insured exercises control. d. Infringement of Copyright, Patent, Trademark or Trade Secret arising out of infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in the Named Insured's advertisement. However, this exclusion does not apply to infringement of copyright, trade dress or slogan in the Named Insured's advertisement. e. Insureds in Media and Internet Type Businesses committed by an Insured whose business is: i. advertising, broadcasting, publishing or telecasting; ii. designing or determining content or web-sites for others; or iii. an Internet search, access, content or service provider. However, this exclusion does not apply to paragraph A., B. or C. of personal and advertising injury as defined in the section entitled Definitions. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for the Named Insured or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. f. Knowing Violation of Rights of Another caused by an actual or alleged offense, act or omission by or at the direction of the Insured if the Insured knew or should have known that such offense, act or omission would cause such personal and advertising injury. Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 12 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 23 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy g. Material Published Prior To Policy Period arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the policy period. h. Material Published with Knowledge of Falsity arising out of written publication in any manner of material, if the Insured knew or should have known the material was false. i. Quality or Performance of Goods — Failure to Conform to Statements arising out of any failure of goods, products or services to conform to any statement of quality or performance made in the Named Insured's advertisement. j. Unauthorized Use of Another's Name or Product arising out of unauthorized use of another's name or product in the Named Insured's e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. k. Wrong Description of Prices arising out of the wrong description of the price of goods, products or services stated in the Named Insured's advertisement. 12.Pollution a any actual or alleged bodily injury, property damage or personal and advertising injury arisingout of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. b. any actual or alleged loss, cost or expense arising out of any: i. request, demand, order, or statutory or regulatory requirement that anyone test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effects of pollutants; or ii. claim by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of pollutants. 13.Silica a. any actual or alleged bodily injury arising, in whole or in part, out of the actual, alleged or threatened respiration or ingestion at any time of silica; or b. any actual or alleged property damage arising in whole or in part out of the actual, alleged or threatened presence of silica. c. any actual or alleged personal and advertising injury arising, in whole or in part, out of the actual, alleged or threatened: i. exposure at any time to; or ii. presence at any time of; silica. 14.Terrorism any actual or alleged bodily Injury, property damage or personal and advertising injury arising out of any act of terrorism. Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 13 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 24 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy D. Coverage D - Key Employee Exclusions With respect to Coverage D — Key Employee, this insurance does not apply to any actual or alleged: 1. Death or Disability death or permanent disability of a key employee relating to, or arising out of: a. nuclear reaction or radiation or radioactive contamination, however caused; b. sickness or disease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. suicide, attempted suicide or self inflicted bodily injury, while sane or insane; e. the key employee's intoxication, impairment or otherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil war; g. 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 h. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the Named Insured had used all reasonable means to: i. find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named Insured's permanent loss of the services of the key employee caused by a covered accident. b. additional expenses incurred due to the Named Insured's loss of the services of a permanent replacement appointed or hired to replace a key employee, however caused. However, this exclusion does not apply if the replacement employee is included in the definition as a key employee and the Named Insured's loss of the services of the replacement employee is caused by a covered accident. IV. WHO IS AN INSURED The following persons or organizations are Insureds. A. With respect to Coverage A - Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then only for the same coverage, except for limits of insurance, afforded under such underlying insurance. B. With respect to the Coverage B - Umbrella Liability: 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named Insured's spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership or joint venture, the Named Insured is an Insured. The Named Insured's members, the Named Insured's partners, and their spouses are also Insureds, but only with respect to the conduct of the Named Insured's business. Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 14 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 25 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy c. a limited liability company, the Named Insured is an Insured. The Named Insured's members are also Insureds, but only with respect to the conduct of the Named Insured's business. The Named Insured's managers are Insureds, but only with respect to their duties as the Named Insured's managers. d. an organization other than a partnership, joint venture or limited liability company, the Named Insured is an Insured. The Named Insured's executive officers and directors are Insureds, but only with respect to their duties as the Named Insured's officers or directors. The Named Insured's stockholders are also Insureds, but only with respect to their liability as stockholders. e. a trust, the Named Insured is an Insured. The Named Insured's trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following are also Insureds: a. The Named Insured's volunteer workers but only while performing duties related to the conduct of the Named Insured's business. b. The Named Insured's employees, other than either the Named Insured's executive officers (if the Named Insured is an organization other than a partnership, joint venture or limited liability company) or the Named Insured's managers (if the Named Insured is a limited liability company), but only for acts within the scope of their employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business. However, none of these employees or volunteer workers are Insureds for: i. bodily injury or personal and advertising injury: (a) to the Named Insured, to the Named Insured's partners or members (if the Named Insured is a partnership or joint venture), to the Named Insured's members (if the Named Insured is 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 the Named Insured's business, or to the Named Insured's other volunteer workers while performing duties related to the conduct of the Named Insured's business; (b) to the spouse, child, parent, brother or sister of that co-employee or volunteer worker as a consequence of paragraph (il(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 i. (a) or (b) above; or (d) arising out of his or her providing or failing to provide professional health care services. ii. property damage to property: (a) owned, occupied or used by; (b) rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; the Named Insured, any of the Named Insured's employees, volunteer workers, any partner or member (if the Named Insured is a partnership or joint venture), or any member (if the Named Insured is a limited liability company). C. With respect to the Coverage C - Crisis Event Management and the Coverage D - Key Employee, the Named Insured is the Insured. V. LIMITS OF INSURANCE A. Multiple Insureds, claims, claimants The limits of insurance shown in the Declarations of this Policy and the rules below fix the most the Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 15 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 26 of 53 c Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability Policy Insurer will pay regardless of the number of: 1. Insureds; 2. claims made or brought against the Insured; 3. persons or organizations making claims or bringing claims; and 4. coverages under this Policy. B. Aggregate Limit Subject to the paragraphs D. and E. below, the limit of insurance shown in the Declarations of this Policy as the Aggregate limit is the most that the Insurer will pay as damages under this Policy, regardless of which coverage applies, except for: 1. damages covered by any auto liability policy listed in the Schedule of Underlying Insurance where the limits of insurance of such auto liability policy are not aggregated; and 2. damages covered under the products-completed operations hazard. The limits of insurance shown in the Declarations of this Policy apply to the entire policy period, regardless of length. In addition, with respect to Coverage A — Excess Follow Form Liability only, the Aggregate limit shown in the Declarations of this Policy shall be applied in the same manner as the applicable Aggregate limits in the Schedule of underlying insurance. C. Aggregate Products-Completed Operations Hazard Subject to paragraph D. and E. below, the limit of insurance shown in the Declarations of this Policy as the Aggregate Products-Completed Operations Hazard limit is the most that the Insurer will pay as damages arising out of the products-completed operations hazard, regardless of whether such damages are or otherwise would be covered in any way under more than one coverage. D. Policy Aggregate Limit This provision D. only applies if an amount is shown in the Declarations as the Policy Aggregate Limit. Subject to the Each Incident limit, Aggregate limit and Aggregate products-completed operations hazard limit, the Policy Aggregate limit is the most the Insurer will pay as damages under this Policy, regardless of which coverage applies, except for damages covered by any auto liability policy listed in the Schedule of Underlying Insurance where the limits of insurance of such auto liability policy are not aggregated. E. Each Incident Subject to paragraphs B., C. and D. above, the limit of insurance shown in the Declarations of this Policy as the Each Incident limit is the most the Insurer will pay for the sum of all damages arising out of any one incident under this Policy, regardless of which coverage applies. F. Crisis Management Solely with respect to Coverage C — Crisis Management Expenses, the most the Insurer will pay is the limit of insurance shown on the Declarations of this Policy as the Crisis Management Expenses Aggregate limit, regardless of the number crisis management events for which crisis management expenses are incurred. Crisis management expenses are not subject to the retained amount. The Crisis Management Expenses Aggregate limit of insurance is in addition to and will not erode any other limits of this Policy. The Crisis Management Expenses Aggregate limit of insurance shall be excess of any other limits of insurance available to the Insured for the same expenses. G. Key Employee Replacement Expenses Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 16 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 27 of 53 0 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNA Policy Solely with respect to Coverage D — Key Employee, the most the Insurer will pay for key employee replacement expenses is the Key Employee Aggregate limit shown on the Declarations of this Policy, regardless of the number key employees for which key employee replacement expenses are incurred. Key employee replacement expenses are not subject to the retained amount. The Key Employee Replacement Expenses Aggregate limit of insurance is in addition to and will not erode any other limits of this Policy. The Key Employee Replacement Expenses Aggregate limit of insurance shall be excess of any other limits of insurance available to the Insured for the same expenses. H. Defense Costs Defense costs are either paid within or are in excess of the limits of insurance as set forth in paragraph C. of the section entitled Defense Costs Payment and Related Duties. I. Exhaustion or Reduction of Applicable Underlying Limit Solely with respect to Coverage A - Excess Follow Form Liability, if the applicable underlying limits are: 1. reduced solely by the payment of covered loss as set forth in Coverage A including related costs and expenses (if such related costs and expense reduce such limits) Coverage A will apply in excess of the remaining amount of such applicable underlying limit; or 2. exhausted, solely by the payment of covered loss as set forth in Coverage A including related costs and expenses (if such related costs and expense reduce such limits) then Coverage A will apply, subject to this Policy's limit of insurance provision and to the remaining terms and provisions and conditions of this Policy in place of such exhausted applicable underlying limit. If any loss covered under any underlying insurance is subject to a sub-limit (whether or not such sub-limit erodes the limits generally available to all claims), then the underlying limits shall not be deemed depleted by payment of any such sub-limits. Nothing herein shall serve to increase the limits of insurance shown in the Declarations of this Policy. VI. CONDITIONS A. Appeals If the Named Insured or its underlying insurers elect not to appeal a judgment in excess of the limits of insurance afforded by the underlying insurance the Insurer may elect to appeal at the Insurer's expense. The Insurer's limits of insurance shall not be increased because of such appeal. However, the Insurer will pay the following costs and expenses: 1. all premium bonds to release attachments for an amount not in excess of the applicable limit of insurance of this policy; 2. all premiums on appeal bonds required in such defended claims, but without obligation to apply for or furnish such bonds; 3. court fees; and 4. costs and expenses taxed against the Named Insured by the appellate court and interest accruing after entry of a judgment against the Named Insured and before the Insurer has paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance of this Policy. Where the underlying insurers terminate their liability to pay interest on the judgment by an offer to pay their limits, the Named Insured shall demand that such limits be paid. If the appeal is successful, such amounts not obligated to be paid shall be returned to such underlying insurer. B. Cancellation and Nonrenewal Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 17 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 28 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy The Cancellation/Nonrenewal provisions are as set forth in the Cancel lation/Nonrenewal Endorsement attached to this Policy. C. Changes to the Policy Notice to any of the Insurer's agents or knowledge possessed by any such agent or any other person shall not act as a waiver or change in any part of this Policy, nor will such notice prevent the Insurer from asserting any rights under the provisions of this Policy. None of the provisions of this Policy will be waived, changed or modified except by written endorsement issued by the Insurer to form a part of this Policy. D. Concealment, Misrepresentation and Fraud No concealment, misrepresentation or fraud shall avoid or defeat recovery under this Policy unless such concealment, misrepresentation or fraud was material. Concealment, misrepresentation or fraud in the procurement of this Policy which if known by the Insurer would have led to refusal by the Insurer to make this contract or provide coverage, or to make this contract or provide coverage on different terms or conditions, will be deemed material. E. Duties of the First Named Insured on the Declarations of this Policy The First Named Insured, on behalf of all others, will be: 1. authorized to make changes in the terms of this Policy with the consent of the Insurer; 2. the payee of any premiums the Insurer refunds; 3. responsible for: a. remitting the payment of all premiums due, but all Named Insureds jointly and severally agree to make such payments in full if the First Named Insured fails to pay the amount due within 10 days after the Insurer give written notice or demand; b. keeping records of the information the Insurer requires for premium computation, and sending copies of such records at such times as requested by the Insurer; c. notifying the Insurer that the First Named Insured on behalf of all others wants to cancel this Policy; and d. providing any notice required under this Policy. F. Economic and Trade Sanctions This Policy does not provide coverage for an Insured, transaction or that part of loss that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. G. Entire Contract By acceptance of this Policy, the Insureds agree that this Policy, including all endorsements to this Policy, constitute the entire contract existing between the parties relating to this insurance. H. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such provided however that this sentence does not apply to the spouse of: 1. a sole proprietorship Named Insured; or Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 18 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 29 of 53 10 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy 2. members or partners of joint venture or partnership Named Insureds. Examination of the Named Insured's Books and Records The Insurer may examine and audit the Named Insured's books and records as they relate to this Policy at any time during the policy period and up to 3 years afterward. J. Financial Impairment Bankruptcy, rehabilitation, receivership, liquidation or other financial impairment of the Named Insured or an underlying insurer shall neither relieve nor increase any of the Insurer's obligations under this Policy. In the event there is diminished recovery or no recovery available to the Named Insured as a result of financial impairment of an underlying insurer, the coverage under this Policy shall apply only in excess of the underlying limits. Under no circumstances shall the Insurer be required to drop down and replace the underlying limits, or assume the obligations of the Named Insured or the financially impaired insurer. K. Headings The description in the headings and subheadings of this Policy is solely for convenience, and forms no part of the terms and conditions of coverage. L. Inspections and Surveys The Insurer has the right but is not obligated to: 1. make inspections and surveys at any time; 2. give the Named Insured reports on the conditions it finds; 3. recommend changes; or 4. conduct loss control and prevention activity. Any inspections, surveys, reports, or recommendations relate only to insurability and the premiums to be charged. The Insurer does not: 1. make safety inspections; 2. undertake to perform the duty of any organization to provide for the health or safety of workers or the public; nor 3. warrant that conditions are safe or healthful or comply with laws, regulations, codes or standards. This provision applies not only to the Insurer, but also to any rating, advisory, rate service, or similar organization which makes insurance inspections, surveys, recommendations, reports, or gives loss control or prevention advice, on its behalf. M. Legal Action Limitation No person or organization has a right under this Policy: 1. to join the Insurer as a party or otherwise bring the Insurer into a suit asking for damages from an Insured; or 2. to sue Insurer on this Policy unless all of its terms have been fully complied with. A person or organization may sue the Insurer to recover on an agreed settlement or on a final judgment against an Insured; but the Insurer will not be liable for damages that are not payable under the terms of this Policy or that are in excess of the applicable limit of insurance. An "agreed settlement" means a settlement and release of liability signed by the Insurer, the Insured and the claimant or the claimant's legal representative. Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 19 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 30 of 53 10 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy N. Maintenance of Underlying Insurance Solely with respect to Coverage A - Excess Follow Form Liability, while this Policy is in force the First Named Insured agrees that the underlying insurance and renewals and replacements thereof shall be maintained, without alterations of terms or conditions, in full effect during the term of this Policy; except for reduction or exhaustion of the limits of insurance in the underlying insurance, provided that such reduction or exhaustion is solely the result of incidents covered under this Policy. If the First Named Insured fails to maintain underlying insurance, this condition shall not invalidate this Policy. However, in the event of such failure, the Insurer will only be liable to the same extent as if such underlying insurance was in full force and effect without alteration of its terms and conditions. O. Notice of Claims/Crisis Management Event/Covered Accident 1. Solely with respect to Coverage A - Excess Follow Form Liability, if any underlying insurance is a policy issued by the Insurer or any of its affiliates, then notice of any claim under such underlying insurance is notice to the Insurer under this Policy. 2. It is a condition precedent to coverage under this Policy that: a. subject to paragraph b. below, the Insured notify the Insurer as soon as practicable of an incident which an Insured believes may result in a claim. To the extent possible, notice should include: L how, when and where the incident 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 incident. b. the Insured notify the Insurer as soon as practicable of an incident if it involves: i. a demand against the Insured which exceeds 50% of any remaining applicable underlying limit; ii. any underlying insurance reserve or monetary exposure exceeding $500,000; or iii. any of the following: (a) brain damage, including but not limited to any neurological impairment of infants or adults and coma; (b) spinal cord injury, including but not limited to paraplegia or quadriplegia; (c) loss of any organ; (d) severe disfigurement, including but not limited to burns and amputations; or (e) death. c. if a claim is made against any Insured, the Named Insured: i. will immediately record the specifics of the claim and the date received and notify the Insurer of such claim; ii. will immediately send the Insurer copies of any demands, notices, summonses or legal papers received in connection with the claim; iii. will authorize the Insurer to obtain records and other information; iv. will cooperate with the Insurer in the investigation or settlement of the claim or defense against the suit; will assist the Insurer, upon its request, in the enforcement of any right against any person Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 20 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 31 of 53 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B — Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A — Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. T. Separation of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this Policy to the First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. TransfePof Interest Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 21 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 32 of 53 0 Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability CNAPolicy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII.DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's 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 the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. 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. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: A. suit; or Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 22 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 33 of 53 191 Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability Policy B. written or oral demand for damages alleging injury to which this insurance applies. Coverage territory means: A. the United States of America (including its territories and possessions), Puerto Rico and Canada; B. international waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in paragraph A. above; or C. all other parts of the world if the injury or damage arises out of: 1. goods or products made or sold by the Named Insured in the territory described in paragraph A. above; 2. the activities of a natural person whose home is in the territory described in paragraph A. above, but is away for a short time on the Named Insured's business; or 3. an offense that take place through the Internet or similar electronic means of communication, provided that the Insured's responsibility to pay damages is determined in a suit on the merits, in the territory described in paragraph A. above or in a settlement the Insurer agrees to. Covered accident means a sudden and unexpected event, which solely and independently of any other cause results in the key employee's death or permanent disability within one year after the date of the sudden event. Crisis management event means an event that an executive officer reasonably believes has resulted or may result in significant adverse regional or national media coverage and a claim for: A. bodily injury, property damage or any of the following personal and advertising injury offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution or abuse of process; or 3. wrongful eviction from, wrongful entry into, or the invasion of the right of private occupancy of a room, dwelling or premises that a person occupies committed by or on behalf of its owner, landlord or lessor; and B. damages to which this insurance applies, that are in excess of any applicable: 1. underlying limits; or 2. retained amount. Crisis management expenses means crisis management public relations expenses and crisis management other expenses provided however crisis management expenses do not include any of the following: A. salary, wages, or benefits of the Named Insured or the Named Insured's employees; B. loss of business income; C. costs to acquire, repair or replace real or personal property; or D. expense to hire a public adjuster or appraiser or any other claim adjustment expenses incurred by a Named Insured. Crisis management public relations expenses means reasonable and necessary expenses incurred in connection with a crisis management event by the Named Insured: A. to hire a crisis management firm; B. to set up call centers or similar inquiry management system to manage inquiries from, or to directly contact, individuals or entities that may be directly impacted by such crisis management event; to create and deliver notification letters to contact individuals or entities that may be directly impacted Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 23 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 34 of 53 0 Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability Policy by the crisis management event; or D. other related miscellaneous expenses. Crisis management other expenses means reasonable and necessary expenses incurred in connection with a crisis management event by the Named Insured: A. to pay medical expenses, funeral expenses, psychological counseling expenses, travel expenses, and temporary living expenses of a third party who incurs bodily injury, or a family member of such third party, by reason of such crisis management event; B. for travel expenses incurred by or on behalf of Insureds and at the direction of the crisis management firm; C. to secure the scene of a crisis management event; and D. other related miscellaneous expenses. Crisis management firm means a public relations firm, law firm or crisis management firm approved by the Insurer to provide media management services and to respond to actual or anticipated adverse publicity arising out of a crisis management event or covered accident. Damages means the amount an Insured is legally obligated to pay, either through: A. final adjudication of a claim; or B. through compromise or settlement of a claim with the Insurer's written consent or direction, because of covered incidents. In addition, damages includes the above-mentioned sums only after deducting all other recoveries and salvages. However, damages does not include: 1. civil or criminal fines, sanctions, penalties or forfeitures, whether pursuant to law, statute, regulation or court rule; 2. injunctive or declaratory relief; 3. any amount that is not insurable under any applicable law; or 4. plaintiff's attorney fees associated with any of the above. Notwithstanding paragraph 3. above, damages shall include (subject always to this Policy's other terms, conditions and limitations) punitive and exemplary damages the enforceability of which shall be governed by such applicable law that most favors coverage for damages. Defense costs mean: A reasonable and necessary fees, costs, and expenses incurred by the Insurer or consented to by the Insurer and incurred by the Named Insured in the defense or appeal of a covered suit or in the investigation of any covered claim, and includes premium for appeal bonds arising out of a covered judgment, attachment bonds or similar bonds, but only for bond amounts up to the applicable limit of insurance. In addition, the Insurer will pay up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which bodily injury coverage applies. The Insurer has no obligation to provide such bonds. B. prejudgment interest awarded against an Insured on that part of a judgment covered by this policy. If the Insurer makes an offer to pay the applicable limit of insurance, the Insurer will not pay any prejudgment interest based on that period of time after the offer. post judgment interest which accrues after entry of judgment, but before the Insurer has paid or offered C. to pay, or deposited in court that part of the judgment which is within the limit of insurance of this Policy. The amount of interest the Insurer pays will be in direct proportion to the amount of damages Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 24 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 35 of 53 0 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy the Insurer pays in relation to the total amount of the judgment. D. all reasonable expenses incurred by a natural person Insured at the Insurer's request to assist the Insurer in the investigation or defense of the claim. This includes such Insured's actual loss of earnings up to $750 per day, because of time off from work. E. 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. 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. Employee includes leased workers or employees loaned to the Insured. Temporary workers are not employees. Executive Officer means any natural person holding any of the following positions created by the Named Insured's charter, constitution, bylaws or any other similar governing document: A. director, officer, trustee or governor of a corporation; B. management committee member of a joint venture; C. partner of a partnership; D. manager of a limited liability company; and E. trustee of a trust. An executive officer is not an employee. First Named Insured means the person or organization first listed as a Named Insured in the Declarations of this Policy. Fungi means any form of fungus, including but not limited to, yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of fungi. However, fungi does not include any fungi intended by the Insured for human consumption. Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. Impaired property means tangible property, other than your product or your work that cannot be used or is less useful because: A. it incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or B. the Named Insured has 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 the Named Insured's fulfilling the terms of the contract or agreement. Incident means: A. with respect to Coverage A - Excess Follow Form Liability, a covered event as defined in applicable underlying insurance; B. solely with respect to Coverage B - Umbrella Liability: 1. with respect to bodily injury and property damage, incident means an occurrence; or C. 2. with respect to personal and advertising injury, incident means an offense that gives rise to such personal and advertising injury. Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 25 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 36 of 53 10 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Insured means any person or organization set forth in the section entitled WHO IS AN INSURED. Insured contract means: A. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to the Namedlnsured or temporarily occupied by the Named Insured with permission of the owner is not an insured contract; B. a sidetrack agreement; C. an easement or license agreement; except in connection with construction or demolition operations on or within 50 feet of a railroad; D. an obligation, as required by ordinance, to indemnify a municipality except in connection with work for a municipality; E. an elevator maintenance agreement; or F. the part of any other contract or agreement pertaining to its business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization, provided the bodily injury or property damage is caused, in whole or in part, by the Named Insured or by those acting on its behalf. However, such part of a contract or agreement shall only be considered an insured contract to the extent the Named Insured's assumption of the tort liability is permitted by law. "Tort liability" means liability that would be imposed by law in the absence of contracts or agreements. This paragraph F. does not include that part of a contract or agreement: 1. that indemnifies a railroad for bodily injury or property damage arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; 2. that indemnifies an architect, engineer or surveyor for bodily injury or property damage arising out of: a preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b giving directions or instructions, or failing to give them, if that is the primary cause of the bodily injury or property damage; 3 under which an Insured, if an architect, engineer or surveyor, assumes liability for bodily injury or property damage arising out of such Insured's rendering or failure to render professional services, including those listed in paragraph 2. above and supervisory, inspection, architectural or engineering activities; or 4. that indemnifies a person or organization for damage by fire to premises rented to or loaned to an Insured. Key employee means any of the following officer and employment positions: A. Chief Executive Officer; B. Chief Operating Officer; C. Chief Financial Officer; D. Corporate Secretary; E. Treasurer; F. Executive Vice President; and Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 26 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 37 of 53 0 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CNAPolicy G. Risk Manager Key employee also means anyone added as such by endorsement to the Policy. Key employee replacement expenses means the actual and necessary expenses incurred by the Named Insured: A. to continue the performance of the key employee's normal job responsibilities, with comparable quality, while a permanent replacement for the key employee is being sought, appointed or hired, and trained. B. to find a qualified permanent replacement to fill the key employee's position: 1. costs of advertising the employment position opening; 2. travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the job applicants and legal expenses incurred to draw up employment contracts. C. to minimize the amount of key employee replacement expenses, but only to the extent the amount of key employee replacement expenses otherwise payable under paragraphs 1. and 2. above are reduced. D. to relocate the replacement employee to an area within a reasonable commute from their place of employment. E. to pay the following reasonable and necessary expenses incurred in connection with the death or permanent disability of any key employee: 1. to hire a crisis management firm. 2. to create and deliver notification letters to contact individuals or entities that may be directly impacted by the key employee covered accident; or 3. other related miscellaneous expenses F. Key employee replacement expenses also include first year amounts of the replacement employee's: 1. annual base starting salary; 2. employee perquisite costs; and 3. employee benefit costs; in excess of the amounts which would have been incurred for the key employee if the Named Insured had not lost the services of the key employee. However, the Insurer will not pay more for these expenses than 10% of the amounts which would have been incurred for the key employee. Key employee replacement expenses do not include the following: a. any expenses which would have been incurred by the Named Insured for the key employee if the Named Insured had not lost the services of the key employee; b. any key employee replacement expenses that are paid for by any other insurance; c. except as provided in paragraph F. above, salary, wages, or benefits of the Named Insured, the Named Insured's employees, the Named Insured's temporary workers or volunteer workers; d. costs to acquire, repair or replace real or personal property; e. the Named Insured's loss of business income; f. expenses incurred by or on behalf of the Named Insured to hire a public adjuster or appraiser or any other claim adjustment expenses incurred by the Named Insured; and Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 27 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 38 of 53 m Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy g. expenses incurred by or on behalf of the Named Insured due to bodily injury, property damage, or personal and advertising injury. Leased worker means a person leased to the Named Insured by a labor leasing firm under an agreement between the Named Insured and such labor leasing firm, to perform duties related to the conduct of the Named Insured's business. Leased worker does not include a temporary worker. 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. However, loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or auto. 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 the Named Insured owns or rents; C. vehicles that travel on crawler treads; D. vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: 1. power cranes, shovels, loaders, diggers or drills; or 2. road construction or resurfacing equipment such as graders, scrapers or rollers; E. vehicles not described in A., B., C. or D. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: 1. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or 2. cherry pickers and similar devices used to raise or lower workers; and F. vehicles not described'in A., B., C. or D. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: 1. equipment designed primarily for: a. snow removal; b. road maintenance, but not construction or resurfacing; or c. street cleaning; 2. cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and 3. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, mobile equipment does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are Form No:CNA75504XX (03-2015) Policy No:CUE 6076301331 Policy Page: 28 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 39 of 53 10 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy considered autos. Named Insured means the persons or organizations named as such in the Declarations of this Policy. Nuclear facility means: A. any nuclear reactor; B. any equipment or device designed or used for: 1. separating the isotopes of uranium or plutonium; 2. processing or utilizing spent fuel; or 3. handling, processing or packaging nuclear waste; C. any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of any Insured at the premises where such equipment is located consists of or contains more than: 1. 25 grams of plutonium or uranium 233 or any combination thereof; or 2. 250 grams of uranium 235; and D. any structure, basin, excavation, premises or place prepared or used for the storage or disposal of nuclear waste; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. Nuclear material means source material, special nuclear material, or by-product material as these terms are defined in the Atomic Energy Act of 1954 or in any law amendatory thereof. Nuclear reactor means an apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. Nuclear Waste means waste material: A containing by-product material other than the tailings or waste produced by the extraction or concentration of uranium or thorium from ore processed primarily for its source material (as defined in the Atomic Energy Act of 1954 or in any law amendatory thereof) content; and B. resulting from the operation by any person or organization, of a nuclear facility included within paragraphs A. and B. of the definition of nuclear facility. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. Other insurance means any: A. valid and collectible policy of insurance; B. self insurance; or C. indemnity agreement by which an Insured arranges for funding or transferring its liabilities that provides coverage that this Policy also provides. Other insurance does not include underlying insurance or any policy that was bought specifically to apply in excess of the limits of insurance shown in the Declarations of this Policy. Other organic pathogens means any organic irritant or contaminant other than fungi, including but not limited to bacteria, microbes and viruses (whether or not a microorganism), that cause infection and disease. Other organic pathogens includes any spores, mycotoxins, odors, variants, mutations, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of such Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 29 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 40 of 53 Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability CNAPolicy pathogens, and any colony or group of the foregoing. However, other organic pathogens does not mean pathogens that were transmitted directly from person to person. Permanent disability means permanent physical inability, or mental inability due to a permanent physical inability, of the key employee to perform the normal duties of the applicable position for which the individual qualifies as a key employee. Personal and advertising injury means injury, including consequential bodily injury, arising out of one or more of the following offenses: A. false arrest, detention or imprisonment; B. malicious prosecution or abuse of process; C. wrongful eviction from, wrongful entry into, or the invasion of the right of private occupancy of a room, dwelling or premises that a person occupies committed by or on behalf of its owner, landlord or lessor; D. oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; E. oral or written publication, in any manner, of material that violates a person's right of privacy; F. the use of another's advertising idea in the Named Insured's advertisement; or G. infringing upon another's copyright, trade dress or slogan in the Named Insured's advertisement. Policy period means the time from 12.01 A.M. on the effective date of this Policy as set forth in the Declarations of this Policy to the earlier of 12.01 A.M. of the expiration, termination or cancellation date of this Policy. Pollutants mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes medical waste and materials to be recycled, reconditioned or reclaimed. Products-completed operations hazard means bodily injury or property damage occurring away from premises the Named Insured owns or rents and arising out of your product or your work except: A. products that are still in the Named Insured's physical possession; or B. work that has not yet been completed or abandoned. However, your work will be deemed completed at the earliest of the following times: 1. when all of the work called for in the Named Insured's contract has been completed; 2. when all of the work to be done at the job site has been completed if the Named Insured's contract calls for work at more than one job site; or 3. when that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. However, products-completed operations hazard does not include bodily injury or property damage arising out of: A. the transportation of property, unless bodily injury or property damage arises out of a condition in or on a vehicle not owned or operated by the Named Insured, and that condition was created by the loading or unloading of that vehicle by any Insured; B. the existence of tools, uninstalled equipment or abandoned or unused materials; or Form No:CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 30 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 41 of 53 0 Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CMAPolicy C. products or operations for which the underlying insurer states that products-completed operations are subject to the General Aggregate Limit. Property damage means: A. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or B. loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the incident that caused it. However, electronic data is not tangible property. Retained amount means the self insured retention as set forth on the Declarations of this Policy or the amount payable by other insurance, whichever is greater. Silica means the chemical compound silicon dioxide (SiO2) in any form, including dust which contains silicon dioxide. Spouse means any husband, wife or partner in a marriage or civil union or any person qualifying as a domestic partner under any federal, state or local laws or under the Named Insured's employee benefit plans or employee benefits program. Sub limit means a limit that is lower than the underlying limits. Suit means a civil proceeding in which damages because of injury or damage to which this insurance applies are alleged, including: A. an arbitration proceeding alleging such damages; or B. any other alternative dispute resolution proceeding in which such damages are claimed and to which the Insured submits with the Insurer's consent. Temporary worker means a worker who is furnished to the Named Insured to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. Underlying insurance means policies of insurance listed in the Schedule of Underlying Insurance including renewal or replacement of such insurance which is neither more restrictive nor more broad than that listed in the aforementioned Schedule of Underlying Insurance. Underlying insurer means the insurer providing the underlying insurance. It does not include any insurer whose policies were purchased specifically to be in excess of this policy. Underlying limits means the limits of insurance as set forth in the Schedule of Underlying Insurance. Volunteer worker means a person who is not an employee and who donates his or her work and acts at the direction of or within the scope of duties determined by the Named Insured and is not paid a fee, salary or other compensation by the Named Insured or anyone else for their work performed for the Insured. Your product means: A. means: 1. any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: a. the Named Insured; b. others trading under the Named Insured's name; or c. a person or organization whose business or assets the Named Insured has acquired; and 2. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Form No: CNA75504XX(03-2015) Policy No:CUE 6076301331 Policy Page: 31 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 42 of 53 0 Copyright CNA All Rights Reserved CNA Paramount Excess and Umbrella Liability CNAPolicy 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. Your work: A. means: 1. work or operations performed by the Named Insured or on its behalf; and 2. materials, parts or equipment furnished in connection with such work or operations. B. Includes: 1. warranties or representations made 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. IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by the Insurer's Chairman and Secretary, but this Policy shall not be binding upon the Insurer unless completed by the attachment of the Declarations of this Policy and signed by the Insurer's duly authorized representative if required. Chairman of the Board Secretary Form No:CNA75504XX 103-2015) Policy No:CUE 6076301331 Policy Page: 32 of 32 Policy Effective Date:04/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 43 of 53 0 Copyright CNA All Rights Reserved. 11/5/2020 Corporations and Charities System BUSINESS INFORMATION Business Name: OTTO ROSENAU&ASSOCIATES,INC. UBI Number: 578 075 518 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 6747 M L KING WAY S,SEATTLE,WA,98118-3216,UNITED STATES Principal Office Mailing Address: 6747 M L KING WAY S,SEATTLE,WA,98118-3216,UNITED STATES Expiration Date: 03/31/2021 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 03/21/1966 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL,SCIENTIFIC&TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: JUDI ROSENAU-PAYSENO Street Address: 6747 MARTIN LUTHER KING WAY S,SEATTLE,WA,98118-3216,UNITED STATES Mailing Address: 6747 MARTIN LUTHER KING WAY S,SEATTLE,WA,98118-3216,UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL SUSAN MOSER GOVERNOR INDIVIDUAL JUDI PAYSENO https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1