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CM-2026-143 - 5/15/2026 ROUND ROCK "EXAS CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: V& A CONSULTING ENGINEERS INC. ("Engineer") ADDRESS: 15720 Park Row Boulevard,Suite 500,Houston,TX 77084 PROJECT: Cathodic Protection Engineering Study THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this theKjtday of ,2026 by and between the CITY OF ROUND ROCK, a Texas home- rule municipal corporation,whose offices are located at 221 East Main Street,Round Rock,Texas 78664- 5299,(hereinafter referred to as"City"),and Engineer,and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Time and Materials Engineering Services Contract Rev.02/22 0199.202613 00296523 Cat- 2O (D -' t 43 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract)and all Supplemental Contracts(as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled"Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for all engineering services performed and to be performed under this Contract. Engineer shall be paid on the basis of actual hours worked by employees performing work associated with this Contract, in accordance with the Fee Schedule attached hereto as Exhibit D. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsultant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of Fifty-One Thousand Eight Hundred Thirty-Eight and No/100 Dollars, ($51,838.00). Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services". Satisfactory progress of work shall be an absolute condition of payment. The maximum amount payable herein may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed.Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty(30)days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve 3 Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code,payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies,materials, or equipment delivered or the services performed that causes the payment to be late;or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies,materials,or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order,or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Mark Hurd Project Manager 3400 Sunrise Road Round Rock, TX 78665 Telephone Number(512) 341-3155 Fax Number N/A 4 Mobile Number(512) 801-3788 Email Address mhurdaroundrocktexas.gov City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Farshad Malek, P.E. Project Manager 15720 Park Row Boulevard, Suite 500 Houston, TX 77084 Telephone Number(512) 827-1250 Fax Number(510) 903-6601 Email Address fmalekAvaengineering.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services.At the request of City or Engineer,conferences shall be provided at Engineer's office,the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated,and City assistance needed to resolve the situation, if any;and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties.The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services,the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties,of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein,when required to do so by City.No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services,or(2)the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law,City shall hold harmless Engineer from all claims,damages, losses and expenses, resulting therefrom. Any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract.Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract,Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing,using and maintaining the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer,the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required.All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City.Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract,or will obtain such personnel from sources other than City.Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed 9 at that time.Should City terminate this Contract under Subsection(4)immediately above,then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(30)days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City,the reasonable and necessary cost to City of employing another firm to complete the Engineering Services required and the time required to do so,and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations,then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable state,federal and local laws,statutes, codes,ordinances,rules and regulations,and the orders and decrees of any court,or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) As required by Chapter 2271, Government Code, Engineer hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory, but does not include an action made for ordinary business purposes. (3) In accordance with 2274,Texas Government Code,a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for value of at least One Hundred Thousand and No/100 Dollars($100,000.00)unless the contract has a provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the term of the contract against a 10 firearm entity or firearm trade association. The signatory executing this Contract on behalf of the Engineer verifies Engineer does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Contract against any firearm entity or firearm trade association. (4) In accordance with 2274,Texas Government Code,a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars($100,000.00)unless the contract has a provision in the contract verifying that it:(1)does not boycott energy companies;and(2)will not boycott energy companies during the term of this Contract. The signatory executing this Contract on behalf of Engineer verifies Engineer does not boycott energy companies, and it will not boycott energy companies during the term of this Contract. (5) Taxes. Engineer will pay all taxes,if any,required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise,and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold City harmless from all liability for damage to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Engineer, Engineer's agent, or another entity over which Engineer exercises control. Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys' fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City to the extent resulting from such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors,omissions,or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. 11 ARTICLE 25 NON-COLLUSION,FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons,other than a bona fide employee working solely for Engineer,to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee,commission,percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or,in its discretion and at its sole election,to deduct from the contract price or compensation,or to otherwise recover,the full amount of such fee,commission,percentage,brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and otherwise acceptable to City.Engineer shall also notify City,within twenty-four(24)hours of receipt,of any notices of expiration, cancellation,non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26,Section(1)above,including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Engineer shall notify City thirty(30)days prior to the expiration,cancellation,non-renewal in coverage, and such notice thereof shall be given to City by certified mail to: 12 City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City,to any such future coverage,or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled"Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto,their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part,by operation of law or otherwise,without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. 13 ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephanie L. Sandre City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Farshad Malek, P.E. Project Manager 15720 Park Row Boulevard, Suite 500 Houston,TX 77084 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. The Services shall be performed expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to 14 perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. Any determination to withhold or set off shall be made in good faith and with written notice to Engineer provided, however, Engineer shall have fourteen(14)calendar days from receipt of the notice to submit a plan for cure reasonably acceptable to City. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering,consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions,Engineer does not guarantee that proposals,bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion,judgment, approval, review, or determination to be arbitrary,capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Contract. 15 IN WITNESS WHEREOF,the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. [signature pages follow] 16 V & A CONSULTING ENGINEERS INC. By: Printed Name: Christopher Hunniford, P.E. Title: COO I7 CITY OF ROUND ROCK, TEXAS APPROVED AS TO FORM: By: Br s ennett, City Mana r Step anie L. Sandre, City Attorney ATTEST: By: 604 �it/�.)C Ann Franklin, ity Clerk 18 LIST OF EXHIBITS ATTACHED (1)Exhibit A City Services (2)Exhibit B Engineering Services (3)Exhibit C Work Schedule (4)Exhibit D Fee Schedule (5)Exhibit E Certificates of Insurance I9 15720 Park Row 713.568.9067 .11 ��+ w Suite 500 vaengineering.com Exhibit A: City Services :1 V&A I Project No.26-0076 V&A Consulting Engineers Exhibit A City Services The City of Round Rock will furnish to the Engineer the following items/ information/ services: 1. Designate a person to act as City's representative with respect to the services to be performed or furnished by the Engineer. This representation will have authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to Engineer's services. 2. Provide all criteria and full information as to City's requirements for the project, including objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and furnish copies of all design and construction standards which the City will require to be included in the Project Drawings and Specifications. 3. Assist Engineer by placing all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the Project at the Engineer's disposal. 4. Furnish to Engineer, as requested for performance of basic services or as required by the Contract Documents, the following. a. Provide all data available pertaining to the transmission lines associated with the Project including, at a minimum, pipe diameter, pipe material, pipe length, pipe age, pipe connectivity, location of existing cathodic protection test stations, repairs, PRVs,ARVs, valves, meters, and hydrants. This data will be provided in GIS format if possible. b. Existing documentation including as-built drawings, cathodic protection commissioning data, cathodic protection assessment reports, geotechnical reports and repairs. c. Arrange for access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under this Agreement. d. Review of all alternate solutions, studies, reports, sketches, proposals and other documents presented by Engineer. e. Provide labor and safety equipment to open electrical/instrumentation cabinets, open and protect manholes and/or to operate valves and hydrants as required by the Engineer. f. Give prompt notice to Engineer whenever City observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of Engineer's services, or any defect or nonconformance in Engineer's services in the work of any Contractor. 41111 15720 Park Row 713.568.9067 Suite 500 vaengineering.com Exhibit B: Engineering Services :1 v&A Project No.26-0076 15720 Park Row 713.568.9067 1111 V&A Suite 500 vaengineering.com Summary of Work The purpose of the project will be to evaluate the current cathodic protection systems and identify any additional corrosion prevention needs for the Leander Interconnect, Barton Hill/East, and the Raw Water Transmission Lines. V&A is prepared to conduct the necessary field work, review the existing 2021 reports and prepare a preliminary engineering report with a recommended path forward for meeting NACE/AMPP cathodic protection criteria. Task I Description 1. Project Management: Monitor and report project progress and changes, manage the quality of all work activities and project deliverables, and execute the project per the defined scope, schedule, and budget. Submit monthly invoices and communicate project updates. The project duration is assumed to be 6 months. This task includes the following project management work activities: a. Prepare monthly invoices. b. Meetings: Attend meetings up to 6 hours. Time spent over 6 hours will be invoiced on a time and materials basis at the rates shown on the attached Resource Allocation Estimate. 1. Document Review: Review the past Engineering Study reports done by Chapman Engineering in 2020 and 2021, as well as any additional alignment, geotechnical information, and available record drawings and specifications for pipeline design. a. Data Review Meeting: Upon V&A's completion of their detailed review of the past reports, a virtual meeting will be held with the City to summarize V&A overall comments on their review and provide clear data needs that are missing in order to deem the transmission lines are meeting protection requirements. 2. Field Testing and Evaluations: V&A will perform a series of field testing and evaluations in order to gain an understanding of the condition of the existing cathodic protection (CP) system and determine whether the NACE/AMPP criteria are being met. This task will include: a. In-situ Soil Resistivity Testing: Measure soil resistivity using the Wenner four-electrode method along the alignments. The resistivity testing will be conducted at 800-to 1,000-foot intervals to a depth of 20 feet below grade or the proposed pipeline depth, whichever is shallower. b. Foreign Utility Investigation: V&A will identify foreign utilities that may impact the CP system of the project pipelines and will coordinate with the City to request applicable GIS and record information. V&A will review the available record information of foreign pipeline CP systems in order to identify potential influence on the City's CP systems. This task does not include field work for V&A. c. Stray Current Investigation: Survey the alignment with respect to crossing of foreign pipelines. Potential sources of AC power will be identified, should impressed current cathodic protection (CP) be required. d. Current Requirement Testing: Perform current requirement testing for pipelines without CP or with non-functional CP systems. Use a portable DC current supply and temporary anode to determine the required capacity of a permanently installed CP system. At a minimum, the test will be conducted at three different DC current outputs so data can be graphed and extrapolated, if necessary, to determine the required CP current to meet NACE criteria. e. Pipeline Electrical Continuity Testing: Conduct a variety of continuity tests in the field on the identified pipeline segments. These tests may include, but are not limited to attenuation surveys, cycled interruption tests, linear resistance test, and voltage gradient test as applicable. Locations of the suspected pipeline electrical discontinuity will be staked, photographed, and documented with GPS coordinates. :1 V&A I Project No. 26-0076 15720 Park Row 713.568.9067 411111 VGA Suite 500 vaengineering.com f. Isolation Testing: Conduct a variety of isolation tests in the field on the identified pipeline segments. These tests may include but are not limited to cycled interruption tests and linear resistance tests. Locations of the pipeline isolations will be identified. 3. Preliminary Engineering Report: V&A will prepare a Preliminary Engineering Report that will provide the recommended path forward to ensure adequate protection of the pipelines. The field readings will be compared to results from the work completed in 2020 - 2021 and significant changes will be highlighted. The performance of existing CP systems will be evaluated as well as the need for protection where it is not provided. Recommendations will be made for any additional corrosion control needed for the existing transmission lines, as well as any rehab of the existing CP infrastructure. Budget construction cost estimates will be prepared for alternative solutions to allow the City to make informed decisions. A draft electronic copy of the report will be submitted for review. Comments will be incorporated, and a final electronic copy will be provided. Any changes to the following assumptions, prevailing wage assumption, exclusions and limitations, or proposed schedule may necessitate an adjustment to the proposed fee. Assumptions The following is a list of additional assumptions used to develop V&A's scope of work. • V&A will submit monthly invoices in electronic format via email. Time spent submitting the invoice via a different method may incur additional charges. Exclusions and Limitations The following items, unless otherwise indicated, are not included in the scope of work: • Traffic Control Plans and Permits • Traffic Control Measures, including but not limited to sign boards, cones, and flaggers • Project Specific Health and Safety Plan • Encroachment Permits • Permitting • Notification • Bonds • Shutdown, Dewatering, and Cleaning of Structures • Excavations • Structure Access, including but not limited to ladders, scaffolding, and cranes • Confined Space Entry • Supplied Air • Vendor Portal Registration • Payment Portal Invoice Submission • Project Labor Agreements, including union specific requirements .1 V&A I Project No.26-0076 15720 Park Row 713.568.9067 411 V&A Suite 500 vaengineering.com Exhibit C: Work Schedule V&A I Project No.26-0076 15720 Park Row 713.568.9067 4111 V&A Suite 500 vaengineering.com Schedule V&A proposes the following schedule for completion of the scope of work: Task Duration Start Date End Date Task 1 - Project Management 8 weeks Week 0 (NTP) Week 8 Task 2 - Background Review 2 weeks Week 0 Week 2 Task 3 - Field Investigation 3 weeks Week 2 Week 5 Task 4 - Preliminary Engineering Report 3 weeks Week 5 Week 8 .1 V&A I Project No.26-0076 15720 Park Row 713.568.9067 441 `/C /� Suite 500 vaengineering.com Exhibit D: Fee Schedule ►�V&A I Project No.26-0076 . 15720 Park Row 713.568.9067 ��'_ n Suite 500 713.5 vaengineering.com �W'� Houston,TX 77084 Resource Allocation Estimate JOB NO:26-0076 Date: 5/4/2026 CLIENT:City of Round Rock JOB TITLE: Water Transmission Lines Corrosion Evaluation Principal-in- Senior Project Project Associate Engineering Task Description Project Admin. Total Hours Total Labor Total ODCs Total Fee Charge Manager Manager Engineer Associate 1 Project Management 2 2 15 8 27 $6,406 $0 $6,406 2 Document Review 2 8 16 8 34 $7,540 $0 $7,540 3 Field Testing and Evaluations 2 8 48 48 106 $20,692 $1,426 $22,118 4 Preliminarty Engineering Report 2 4 16 32 16 70 $15,774 $0 $15,774 Subtotal 4 10 47 96 72 8 237 Hourly $347 $306 $284 $211 $160 $105 Total Direct Labor $1,388 $3,060 $13,348 $20,256 $11,520 $840 $50,412 Other Direct Costs(ODCs)Detail Unit Rate Quantity Units Amount 3 Travel(at Cost) $600 3 Truck $125 per Day 4 Days $500 3 Mileage $0.725 per Mile 450 Miles $326 Subtotal Other Direct Costs $1,426 GRAND TOTAL ESTIMATED COST $51,838 61 V&A I Project No.26-0076 15720 Park Row 68.9067 41111 Suite 500 713.5 vaengineering.com Houston,TX 77084 713.5 Exhibit E: Certificates of Insurance i 1 V&A I Project No. 26-0076 vco ACG D CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 04/13/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon RISK SERVICES SOUTH INC NAME: on Risk Services,Inc of Florida 3550 LENOX ROAD NORTHEAST SUITE 1700 (A/C,No,No,Ext):833-506-1544 (A/C,No): ATLANTA GA 30326 EMAIL ADDRESS: work.comp@trinet.com INSURER(S)AFFORDING COVERAGE NAIC 8 INSURER A: Indemnity Insurance Company of North America 43575 INSURED INSURER B: TriNet Group,Inc. V&A Consulting Engineers Inc INSURER C: 1 Park Place,Suite 600 Dublin,CA 94568-7983 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15955717 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE NSR SWVD POLICY NUMBER UBR POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE TO RENTED $ CLAIMS-MADE OCCUR PREMISES Ea occurrence) $ MED EXP(Any one person) $ • PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY (Ea acccidenINED SINGLE LIMIT -ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED _AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _AUTOS ONLY (Per accident) $ $ UMBRELLA LIAB ^OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION$ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE N WLR C73099304 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? NIA X - 07/01/2025 07/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of V&A Consulting Engineers Inc through a co-employment agreement with TriNet HR III,Inc. Waiver of subrogation in favor of CITY OF ROUND ROCK as required by written contract. Project:RE:26-0076 Texas Certificate of Insurance for the City of Round Rock,Texas All Operations CERTIFICATE HOLDER CANCELLATION CITY OF ROUND ROCK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 221 EAST MAIN STREET THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ROUND ROCK,TX 78664 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE efon ciAA eetvice9 6oictA Qnc ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Workers'Compensation and Employers' Liability Policy Named Insured TriNet Group,Inc. Endorsement Number V&A Consulting Engineers Inc 1 Park Place,Suite 600 Dublin,CA 94568-7983 Policy Number Symbol:WLR Number:C73099304 Policy Period Effective Date of Endorsement 07/01/2025 TO 07/01/2026 04/13/2026 Issued By(Name of Insurance Company) Indemnity Insurance Company of North America Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK,TX 78664 () Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: Project: RE: 26-0076 Texas Certificate of Insurance for the City of Round Rock, Texas All Operations 3. Premium: The premium charge for this endorsement shall be INCLUDED percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: INCLUDED Authorized Representative WC 42 03 04B(06/14) ©Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. ACc o DATE(MMIDD/YYYY) ® CERTIFICATE OF LIABILITY INSURANCE 4/13/2026 /DDN 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 ICONTACT NAME: Maurice Thornton AssuredPartners Design Professionals Insurance Services, LLC PHONE FAX — 3697 Mt. Diablo Blvd Suite 230 INC.No.Ext): 1476 510272- (A/C,No): Lafayette CA 94549 ADDRESS: CertsDesignPro©AssuredPartners.com INSURER(S)AFFORDING COVERAGE NAIC# License#:6003745 INSURER A:XL Speciality Insurance Company 37885 INSURED V&ACONS-02 INSURER B:Trumbull Insurance Company 27120 V&A Consulting Engineers, Inc. 1000 Broadway, Suite 320 INSURER C:Hartford Underwriters Insurance Company 30104 Oakland CA 94607 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2036911276 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR ADDL SUBR POUCY EFF POUCY EXP LTR TYPE OF INSURANCE ,INSD WVD POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 84SBWBP3Y55 9/8/2025 9/8/2026 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 Included PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X JECOT X LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ B AUTOMOBILE UABILITY Y Y 84UEGAA1983 9/8/2025 9/8/2026 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) C X UMBRELLALIAB X OCCUR Y Y 84SBWBP3Y55 9/8/2025 9/8/2028 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DED 'i X RETENTIONS 1n nn(1 $ WORKERS COMPENSATION PER OTH- j AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab&Poll.Liab N Y DPR5047658 9/8/2025 9/8/2026 Per Claim $5,000,000 Aggregate Limit $5,000,000 Retro Date:07/26/79 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The following policies are included in the underlying schedule of insurance for umbrella/excess liability:General Liability/Auto Liability/Employers Liability/Employee Benefits Liability. RE:All Operations of the Named Insured. CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rock 221 East Main Street Round Rock TX 78664 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. 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 unless another expiration date is shown below. Form No: G-19160-B(11-1997) Endorsement Expiration Date: Policy No: Policy Effective Date: Underwriting Company: 60606 °Copyright CNA All Rights Reserved. Policy Number: DPR5047658 PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY- ARCHITECTS, CONSULTANTS AND ENGINEERS THIS IS A "CLAIMS-MADE AND REPORTED" POLICY. THIS POLICY REQUIRES THAT A CLAIM BE MADE AGAINST THE INSURED DURING A POLICY YEAR AND REPORTED TO THE COMPANY, IN WRITING, DURING THAT POLICY YEAR OR AUTOMATIC EXTENDED REPORTING PERIOD. CERTAIN STATES MANDATE SPECIFIC WARNINGS, EXCEPTIONS OR CONDITIONS MODIFYING THE TERMS AND CONDITIONS OF THIS POLICY. PLEASE READ THIS POLICY CAREFULLY, INCLUDING THE DECLARATIONS AND ALL ENDORSEMENTS. THIS POLICY CONTAINS PROVISIONS THAT LIMIT THE AMOUNT OF CLAIM EXPENSES THE COMPANY IS RESPONSIBLE TO PAY IN CONNECTION WITH CLAIMS. CLAIM EXPENSES SHALL BE SUBJECT TO ANY APPLICABLE DEDUCTIBLE AMOUNT.THE PAYMENT OF CLAIM EXPENSES WILL REDUCE THE LIMITS OF LIABILITY STATED IN ITEM 3. OF THE DECLARATIONS. In consideration of the payment of the Policy Premium stated in Item 5. of the Declarations, and in reliance upon the statements contained in the Application and any other supplemental materials and information submitted to the Company with respect to this Policy, and subject to all the terms and conditions of this Policy, the Company agrees with the NAMED INSURED as follows: I. INSURING AGREEMENTS A. Professional Liability The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that the INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S) first made against the INSURED during a POLICY YEAR and first reported to the Company, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR, provided that: 1. The CLAIM(S)arises out of a WRONGFUL ACT; 2. Such WRONGFUL ACT was committed or alleged to have been committed on or after the applicable Retroactive Date(s) stated in Item 6. of the Declarations; and 3. Prior to the ANNIVERSARY DATE stated in Item 7. of the Declarations, none of the INSURED'S directors, officers, principals, partners or insurance managers knew or should have known that such WRONGFUL ACT might give rise to a CLAIM(S). B. Contractors Pollution Legal Liability The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that the INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S) first made against the INSURED during a POLICY YEAR and first reported to the Company, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR, provided that: 1. The CLAIM(S) is for POLLUTION CONDITIONS arising out of the performance of CONTRACTING SERVICES rendered by or on behalf of the INSURED; 2. The CONTRACTING SERVICES out of which the POLLUTION CONDITIONS arise were performed on or after to the applicable Retroactive Date(s) stated in Item 6. of the Declarations; and LDD 050 1116 Page 1 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 3. Prior to the ANNIVERSARY DATE stated in Item 7. of the Declarations, none of the INSURED'S directors, officers, principals, partners or insurance managers knew or should have known that such POLLUTION CONDITIONS might give rise to a CLAIM(S). C. Network Security Liability The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that the INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S) first made against the INSURED during a POLICY YEAR and first reported to the Company, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR, provided that: 1. The CLAIM(S) arises out of a NETWORK SECURITY COMPROMISE that either: a. Causes a NETWORK BREACH; or b. Prevents a third party that is authorized to do so from gaining access to a NETWORK; 2. The NETWORK SECURITY COMPROMISE was committed or alleged to have been committed on or after the Retroactive Date(s) stated in Item 6. of the Declarations; and 3. Prior to the ANNIVERSARY DATE stated in Item 7. of the Declarations, none of the INSURED'S directors, officers, principals, partners or insurance managers knew or should have known that such NETWORK SECURITY COMPROMISE might give rise to a CLAIM(S). II. SUPPLEMENTARY PAYMENTS All payments made under this section are not subject to the Deductible and are in addition to the Policy Limits of Liability. A. No Cost Loss Prevention Assistance If the INSURED reports a CIRCUMSTANCE during a POLICY YEAR in accordance with Section X. Notice, Paragraph C., any costs or expenses the Company incurs as a result of investigating or monitoring such CIRCUMSTANCE will be paid for by the Company until such time a CLAIM(S) arising out of the reported CIRCUMSTANCE is made against the INSURED. The decision to incur any costs or expenses to monitor or investigate a CIRCUMSTANCE shall be at the sole discretion of the Company. B. Defendant Reimbursement The Company shall reimburse the INSURED, upon written request, for actual loss of earnings and reasonable expenses incurred for the INSURED'S attendance at any mediation or arbitration proceedings, hearings, depositions and trials relative to the defense of a CLAIM(S). The Company shall pay up to$500 per day in the aggregate for all INSUREDS, subject to a maximum of$25,000 for all CLAIMS made against INSUREDS and reported to the Company during each POLICY YEAR. C. Crisis Event and Reputation Management Coverage With the Company's prior consent, the Company shall reimburse the NAMED INSURED for CRISIS EVENT EXPENSES paid in response to a CRISIS EVENT first occurring and reported to the Company during the POLICY YEAR, subject to a maximum of $30,000 per POLICY YEAR regardless of the number of CRISIS EVENTS. LDD 050 1116 Page 2 of 16 ©2016 X.L.America, Inc. All Rights Reserved. May not be copied without permission. D. Disciplinary, Regulatory or Administrative Expense Reimbursement The Company shall reimburse the INSURED, upon written request, for reasonable legal fees and expenses incurred by the INSURED in responding to any federal, state, or local disciplinary, regulatory or administrative action commenced directly against the INSURED and reported to the Company, in writing, during a POLICY YEAR, provided that the action arises out of a WRONGFUL ACT committed or alleged to have been committed on or after the Retroactive Date(s) stated in Item 6. of the Declarations. The maximum the Company will pay pursuant to this Supplementary Payment provision is $50,000 for all such actions commenced against INSUREDS and reported to the Company during each POLICY YEAR. The Company will not pay any other amounts under this provision for such actions, including but not limited to DAMAGES, fines, taxes and penalties. III. DEFINITIONS A. ANNIVERSARY DATE means the date upon which continuous coverage commenced under this or an equivalent architects and engineers errors and omissions policy between the NAMED INSURED and the Company. B. CIRCUMSTANCE means an event or occurrence from which the INSURED reasonably expects that a CLAIMS(S) could be made. C. CLAIM means a demand received by the INSURED for money or services and that alleges one or more of the following: 1. A WRONGFUL ACT arising from the performance of PROFESSIONAL SERVICES; 2. POLLUTION CONDITIONS arising from the performance of CONTRACTING SERVICES; or 3. A NETWORK SECURITY COMPROMISE. A demand can take the form of, but is not limited to, lawsuits, petitions, arbitration demands, mediation requests or other alternative dispute resolution requests served on the INSURED. D. CLAIM EXPENSES means: 1. Legal fees and expenses incurred by the Company for the investigation, defense and appeal of a CLAIM(S) by attorney(s) retained by the Company; or 2. All other fees, costs or expenses resulting from the investigation, adjustment, defense and appeal of such CLAIM(S) by the Company, or by the INSURED with the prior, written consent of the Company. CLAIM EXPENSES does not include salaries of, charges of, or expenses incurred by regular employees or officials of the Company, or fees and expenses of supervisory counsel or independent adjusters retained by the Company. In addition, the time and expense incurred by the INSURED in resolving a CLAIM(S)including but not limited to the costs of the INSURED'S in-house counsel, are not CLAIM EXPENSES. E. CLEANUP COSTS means costs, charges and expenses incurred in the investigation, removal or neutralization of POLLUTION CONDITIONS, provided that such POLLUTION CONDITIONS arise out of the performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES by or on behalf of the INSURED. F. CONTRACTING SERVICES means the performance of construction or remediation activities, or those activities specifically defined by endorsement to this Policy. LDD 050 1116 Page 3 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. G. CONTRACTUAL RISK MANAGEMENT PRACTICES means that the INSURED entered into a written agreement to provide PROFESSIONAL SERVICES that was signed and dated by all parties to the agreement prior to the date of any CLAIM(S) or CIRCUMSTANCES(S) arising out of the INSURED'S performance of the PROFESSIONAL SERVICES, and that satisfied at least three (3) of the following conditions: 1. The written agreement contains a Limitation of Liability provision that limits the INSURED'S liability for DAMAGES and/or CLAIM EXPENSES to less than $500,000 or the amount remaining of the POLICY YEAR Aggregate Limit of Liability, whichever is less; 2. The written agreement contains a waiver of the INSURED'S liability for consequential damages; 3. The written agreement contains a dispute resolution provision that requires any disputes between the parties to the agreement be submitted to mediation as the first method for resolution; 4. The INSURED can document that either: a. It entered into a fully executed and dated written agreement with each of its subconsultants prior to the subconsultants performance of PROFESSIONAL SERVICES; or b. Its subconsultants had both Professional Liability and General Liability coverage in effect prior to the subconsultant's performance of PROFESSIONAL SERVICES. H. CRISIS EVENT means any WRONGFUL ACT that the NAMED INSURED reasonably believes will have a material adverse effect upon the NAMED INSURED'S professional reputation. I. CRISIS EVENT EXPENSES means reasonable fees, costs, and expenses paid by the NAMED INSURED with the Company's prior written approval for consulting services provided by a public relations firm to the NAMED INSURED in response to a CRISIS EVENT. J. DAMAGES means a monetary judgment, award or settlement of compensatory damages, including associated pre-judgment and/or post-judgment interest. DAMAGES includes CLEAN-UP COSTS and, where allowable by law, DAMAGES also includes punitive, exemplary or multiplied damages. DAMAGES shall also include the INSURED'S legal obligation to reimburse any person or entity for their reasonable defense costs, but only to the extent caused by an actual negligent act, error or omission in the performance of PROFESSIONAL SERVICES to which this Policy applies, and only if such defense costs are awarded by a court or arbitrator of competent jurisdiction. DAMAGES does not include fines, taxes, statutory or administrative penalties, injunctive or equitable relief, the return or reduction of fees, or charges for services rendered or expenses incurred by the INSURED for redesign, changes, additions or remedies necessitated by a CLAIM(S). The time and expense incurred by the INSURED in resolving a CLAIM(S) are not DAMAGES. However, DAMAGES does include fines, taxes and penalties assessed against a third party for which the INSURED is legally liable. K. DATA BREACH means the unauthorized taking, acquisition, obtaining, use or disclosure of information on a NETWORK. DATA BREACH does not include the unauthorized taking, acquisition, obtaining, use or disclosure of PERSONALLY IDENTIFIABLE INFORMATION. LDD 050 1116 Page 4 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. L. INSURED means the NAMED INSURED, any PREDECESSOR FIRM and: 1. A current, former or retired partner, principal, director, officer or employee of a NAMED INSURED or PREDECESSOR FIRM, including any individual working temporarily on behalf of and under the direct supervision and control of the NAMED INSURED, but only for PROFESSIONAL SERVICES, or CONTRACTING SERVICES within the scope of their duties for the NAMED INSURED or PREDECESSOR FIRM; 2. Estates, heirs, legal representative and assigns of any deceased individual described in Paragraph L., Sub-paragraph 1. above, but only to the extent of the deceased individual's rights and duties under this Policy. No coverage is afforded under this Policy for any CLAIM(S)arising from the performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES by an INSURED'S estate, heir, legal representative or assign; 3. Spouses and legally recognized domestic partners of an INSURED, but solely for a CLAIM(S) arising out of their status as such, and seeking an award of damages from marital community property,jointly held property or property transferred from an INSURED to the spouse or legally recognized domestic partner. No coverage is afforded under this Policy for any CLAIM(S) arising from the performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES by an INSURED'S spouse or legally recognized domestic partner; 4. With respect to Insuring Agreement A. Professional Liability, any NAMED INSURED with respect to its participation in a legal entity, including a joint venture, but solely for the NAMED INSURED'S legal liability for the performance of PROFESSIONAL SERVICES by the respective legal entity or joint venture. INSURED does not include the legal entity itself, the joint venture itself or any other entity that is part of the legal entity or joint venture; 5. With respect to Insuring Agreement B. Contractors Pollution Legal Liability, any NAMED INSURED with respect to its participation in a legal entity, including a joint venture, but solely for the NAMED INSURED'S legal liability for its performance of CONTRACTING SERVICES. INSURED does not include the legal entity itself, the joint venture itself or any other entity that is part of the legal entity or joint venture; 6. With respect to Insuring Agreement B. Contractors Pollution Legal Liability, any person or organization that the NAMED INSURED is required in a written agreement to include as an INSURED under this Policy, but solely to extent that the NAMED INSURED'S liability arises out of CONTRACTING SERVICES rendered by or on behalf of the INSURED; and 7. Any entity that the NAMED INSURED newly acquires or forms, other than a partnership, joint venture or limited liability company, and over which the NAMED INSURED maintains ownership or majority interest, provided there is no other similar insurance available to that entity; however: a. Coverage under this provision is afforded only until the ninetieth (90th) day after the NAMED INSURED acquires or forms the entity or the end of the POLICY PERIOD, whichever is earlier; b. Insuring Agreement A. Professional Liability does not apply to PROFESSIONAL SERVICES rendered or that should have been rendered before the NAMED INSURED acquired or formed the entity; and c. Insuring Agreement B. Contractors Pollution Legal Liability does not apply to any POLLUTION CONDITIONS that occurred before the NAMED INSURED acquired or formed the entity. M. MALICIOUS CODE means any unauthorized, corrupting or harmful virus, Trojan Horse, worm, logic bomb or other similar software program, code or script designed to insert itself onto a computer disk or into computer memory and migrate from one computer to another. LDD 050 1116 Page 5 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. N. MEDIATION means the non-binding process in which a qualified, professional mediator, mutually agreed upon by the parties to a CLAIM(S) and with the prior consent of the Company, intercedes to help the parties reach an agreement to resolve the CLAIM(S). O. NAMED INSURED means the individual, partnership, trust, corporation or other entity stated in Item 1. of the Declarations. P. NETWORK means a connected system of computing hardware, software,firmware and associated electronic components under the ownership, operation or control of, or leased by, an INSURED. Q. NETWORK BREACH means: 1. The alleged or actual UNAUTHORIZED ACCESS to a NETWORK that results in: a. The destruction, deletion or corruption of electronic data on a NETWORK; b. A DATA BREACH from a NETWORK; c. Denial of service attacks against Internet sites or computers; or d. PERSONAL INJURY; or 2. Transmission of MALICIOUS CODE from a NETWORK to third-party computers. A series of continuing NETWORK BREACHES or related, repeated or similar NETWORK BREACHES shall be considered a single NETWORK BREACH and be deemed to have occurred at the time of the first such NETWORK BREACH. R. NETWORK SECURITY COMPROMISE means an actual or alleged negligent act,error or omission by the INSURED in managing the security of a NETWORK. S. PERSONAL INJURY means injury arising out of false arrest, detention or imprisonment; wrongful entry, eviction or other invasion of a right of occupancy; any libel, slander, utterance, electronic distribution or other publication in violation of a right of privacy; malicious prosecution; or the unintentional infringement of copyright or patent. T. PERSONALLY IDENTIFIABLE INFORMATION means information, whether printed or digital, encrypted or unencrypted, in an INSURED'S or outsourced provider's care, custody or control, that singularly or in combination can uniquely identify an individual, including but not limited to such information as name, social security number, address, birth date, physical characteristics, IP address, biometric record, unique mobile device identifier, geo-location data, mobile telephone number, email address, user name, text message or email, call log, contacts and address book entries,financial or payment information, health or medical information, photos or videos or internet browsing history and non-public personal information as defined by the Gramm-Leach-Bliley Act; provided, however, PERSONALLY IDENTIFIABLE INFORMATION does not include information that is lawfully available to the general public. U. POLICY PERIOD means the period from the Effective Date of this Policy to the Expiration Date as stated in Item 2. of the Declarations or its earlier termination date, if any. POLICY PERIOD does not include the Automatic Extended Reporting Period. If the length of the POLICY PERIOD is the same as the POLICY YEAR, the terms POLICY PERIOD and POLICY YEAR are used interchangeably herein. LDD 050 1116 Page 6 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. V. POLICY YEAR means each consecutive twelve(12) months of the POLICY PERIOD beginning on the Effective Date shown in Item 2. of the Declarations. However, if a POLICY YEAR within a POLICY PERIOD is modified by an endorsement,then that modified year will be deemed a POLICY YEAR for the purpose of determining the Aggregate Limit of Liability and any Aggregate Deductible. W. POLLUTION CONDITIONS means the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water. X. PREDECESSOR FIRM means any firm that has been dissolved or has ceased to perform PROFESSIONAL SERVICES or CONTRACTING SERVICES prior to the Effective Date of this Policy as shown in the Declarations, and in which the NAMED INSURED acquired more than fifty percent (50%)of that firm's remaining assets and liabilities. Y. PROFESSIONAL SERVICES means those services performed for others in the practice of architecture, engineering, land surveying, landscape architecture, interior design, construction management and environmental consulting, including: 1. The performance of studies, surveys, assessments, evaluations, consultations, inspections, observations, scheduling, sequencing or training; 2. The preparation of reports, opinions, recommendations, permit applications, maps, drawings, designs, models, Building Information Modeling, specifications (including the use of 3-D printing or other computer-assisted design technology to prepare such maps, drawings, designs and specifications), manuals, instructions, change orders or computer programs for designed systems; 3. Construction management, quality control, monitoring, testing or sampling necessary to perform any of the services listed above; 4. The supplying of furnishings as a part of interior design services; 5. Pro-bono services provided to others but only with the knowledge and prior consent of the NAMED INSURED, and 6. Any services as specifically defined by endorsement to this Policy. Z. UNAUTHORIZED ACCESS means the use of or access to a NETWORK by a person unauthorized by the INSURED to do so, or the authorized use of or access to a NETWORK in a manner not authorized by the INSURED. AA.WRONGFUL ACT means an actual or alleged negligent act, error or omission in the performance of PROFESSIONAL SERVICES by an INSURED or any person or entity for whom the INSURED is legally liable. WRONGFUL ACT includes PERSONAL INJURY arising out of the negligent performance of PROFESSIONAL SERVICES. IV. TERRITORY This Policy applies to any CLAIM(S) made against the INSURED anywhere in the world. However, this Policy shall not apply to any projects or services that would be in violation of the laws of the United States including but not limited to, U.S. economic or trade sanction laws or export control laws administered by the U.S. Treasury, State and Commerce Departments (e.g. the economic and trade sanctions administered by the U.S. Treasury Office of Foreign Assets Control). LDD 050 1116 Page 7 of 16 ©2016 X.L.America, Inc. All Rights Reserved. May not be copied without permission. V. EXCLUSIONS A. This Policy does not apply to: 1. Intentional Damages and Dishonest Acts That part of any CLAIM(S) based upon or arising out of any criminal, dishonest, intentional, fraudulent, malicious, willful or knowingly WRONGFUL ACT, error or omission committed by the INSURED, at the INSURED'S direction or with the INSURED'S prior knowledge is not covered under the policy. This exclusion shall not apply to any INSURED who did not personally commit, personally participate in committing, personally acquiesce in, or remain passive after such INSURED knew or should have known of any such criminal, dishonest, intentional, fraudulent, malicious, willful or knowingly WRONGFUL ACTS, errors, or omissions. Furthermore, this exclusion shall not apply to any CLAIM(S) based upon or arising from the INSUREDS unintentional breach of a written agreement to refrain from disclosing confidential or proprietary information during the performance of covered PROFESSIONAL SERVICES or CONTRACTING SERVICES. 2. Ownership Interest That part of any CLAIM(S) against an INSURED by: a. An entity in which the INSURED maintains a cumulative ownership interest of fifty percent (50%) or greater; b. An entity that maintains any ownership interest in that INSURED; or c. An entity that is owned by the parent company of both that INSURED and that entity. This exclusion does not apply to any CLAIM(S) made by such entities against the INSURED based solely on that entity's vicarious or imputed liability resulting from the INSURED'S performance of PROFESSIONAL SERVICES, and CONTRACTING SERVICES, or a NETWORK SECURITY COMPROMISE committed or alleged to have been committed by the INSURED. 3. Insured versus Insured Any CLAIM(S) made by any INSURED against any other INSURED. 4. Contractual Liability That part of any CLAIM(S) based upon or arising from liability of the INSURED assumed under any contract or agreement. This exclusion does not apply to liability for DAMAGES arising from a WRONGFUL ACT(S), POLLUTION CONDITIONS, or NETWORK SECURITY COMPROMISE for which the INSURED would have been liable for in the absence of such contract or agreement. 5. Products Liability That part of any CLAIM(S) based upon or arising out of the sale or distribution of any product developed by the INSURED or by others under license or trade name from the INSURED for multiple sale or mass distribution, including but not limited to computer programs and software. This exclusion does not apply to software designed or modified for an individual client of the INSURED in connection with the INSUREDS rendering of PROFESSIONAL SERVICES for that individual client. LDD 050 1116 Page 8 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 6. Construction That part of any CLAIM(S)that arises from actual construction performed by the INSURED, its agent or its subcontractor, including but not limited to performing construction, erection, fabrication, installation, assembly, manufacture, demolition, dismantling, drilling, excavation, dredging, remediation or supplying any materials, parts or equipment, except for supplying furnishings as a part of interior design services. This exclusion does not apply to drilling, excavation or other sampling or testing procedures necessary to perform the INSURED'S PROFESSIONAL SERVICES. Furthermore, this exclusion does not apply to Insuring Agreement B. Contractors Pollution Legal Liability. 7. Nuclear Hazard That part of any CLAIM(S) based upon or arising out of the actual, alleged or threatened exposure to nuclear source material, nuclear by-product materials, nuclear waste activities, nuclear incident or extraordinary nuclear occurrence, as defined in the Atomic Energy Act of 1954 or as amended. 8. Employment Practices Liability That part of any CLAIM(S)that is related to the INSURED'S employment obligations,decisions, practices or policies as an employer, including but not limited to any CLAIM(S) based upon or arising out of actual or alleged unlawful discrimination, humiliation, harassment or misconduct because of age, color, race, sex, creed, national origin, marital status, sexual preference or orientation, religion or disability by the INSURED against the INSURED'S personnel or employment applicants, or based upon or arising under any workers compensation, unemployment compensation or disability benefits law or similar law. 9. Asbestos Liability That part of any CLAIM(S) based upon or arising out of the INSURED'S specification of any asbestos-containing materials or products, in any form. This exclusion does not apply to the payment of any CLAIM EXPENSES for any CLAIM(S) based upon or arising out of the INSURED'S specification of any asbestos-containing materials or products. 10. Property Liability That part of any CLAIM(S) based upon or arising out of the INSURED'S ownership, rental, lease, maintenance, operation, use, repair, voluntary or involuntary sale, transfer, exchange, gift,abandonment or condemnation of any real or tangible personal property.Tangible personal property includes but is not limited to automobiles, aircraft, watercraft and other kinds of conveyances. 11. Express Warranties and Guarantees That part of any CLAIM(S) based upon or arising out of express warranties and guarantees. This exclusion does not apply to a warranty or guarantee by the INSURED that the INSURED'S PROFESSIONAL SERVICES are in conformity with the standard of care applicable to such PROFESSIONAL SERVICES or that the INSURED'S CONTRACTING SERVICES are in conformity with the standards applicable to such CONTRACTING SERVICES. LDD 050 1116 Page 9 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 12. Vehicles That part of any CLAIM(S) based upon or arising out of the ownership, maintenance, use, operation, loading or unloading of any automobile, aircraft, unmanned aircraft system (UAS), drone, watercraft or rolling stock. This exclusion does not apply to: a. POLLUTION CONDITIONS arising out of the ownership, maintenance, use, operation, loading or unloading of any automobile, aircraft, unmanned aircraft system (UAS), drone, water craft or rolling stock within the boundaries of the jobsite(s) where the INSURED is performing PROFESSIONAL SERVICES or CONTRACTING SERVICES; b. The transportation of any samples collected by the INSURED in connection with its performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES; and c. Data collected or otherwise covered work product derived from the assistance of such vehicles by the INSURED, provided it is in conjunction with a PROFESSIONAL SERVICE. 13. Off-Site Waste Liability That part of any CLAIM(S) based upon or arising out of any waste or materials transported by automobile, aircraft, water or rolling stock beyond the boundaries of the jobsite(s) where the INSURED is performing PROFESSIONAL SERVICES or CONTRACTING SERVICES. This exclusion does not apply to the transportation of any samples collected by the INSURED in connection with its performance of PROFESSIONAL SERVICES or CONTRACTING SERVICES. B. The coverage afforded under Section I. Insuring Agreements, Paragraph C. Network Security Liability does not apply to: 1. That part of any CLAIM(S) based upon or arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the failure to install available software product updates and releases, including security-related software patches, to computers and other components of a NETWORK. 2. That part of any CLAIM(S) based upon or arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any actual or alleged failure or malfunction of electrical or telecommunications infrastructure or services, power interruptions, surges, brownouts or blackouts, unless under the INSURED'S operational control. 3. That part of any CLAIM(S) based upon or arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the actual or alleged fire, flood, earthquake, volcanic eruption, explosion, lightning, wind, hail, tidal wave, landslide or other act of God. 4. That part of any CLAIM(S) based upon or arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the actual or alleged existence, emission or discharge of any electromagnetic field, electromagnetic radiation or electromagnetism that actually or allegedly affects the health, safety or condition of any person or the environment, or that affects the value, marketability, condition or use of any real or personal property. LDD 050 1116 Page 10 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. VI. AUTOMATIC EXTENDED REPORTING PERIOD In the event of non-renewal or cancellation of this insurance for any reason by the INSURED, or if the Company should cancel this Policy or terminate it by refusing to renew, for reasons other than the INSURED'S non-payment of Premium and/or Deductible amount and/or non-compliance with the terms and conditions of this Policy, the INSURED shall be entitled to a sixty (60) day Automatic Extended Reporting Period at no additional premium. This Automatic Extended Reporting Period shall apply to any CLAIM(S) first made against the INSURED during the POLICY PERIOD and reported to the Company, in writing, during the sixty (60) days immediately following the effective date of cancellation or non-renewal. VII. OPTIONAL EXTENDED REPORTING PERIOD In the event of non-renewal or cancellation of this insurance for any reason by the INSURED, or if the Company should cancel this Policy or terminate it by refusing to renew, for reasons other than the INSURED'S non-payment of Premium and/or Deductible amount and/or non-compliance with the terms and conditions of this Policy, the INSURED: May purchase an Optional Extended Reporting Period of up to three(3)years or as otherwise required by the regulatory guidelines governing this type of insurance. The minimum premium for this Optional Extended Reporting Period will be one hundred percent (100%) of the expiring annual premium for a one(1)year period, one hundred fifty percent(150%) of the expiring annual premium for a two (2)year period, and one hundred eighty-five percent(185%)of the expiring annual premium for a three(3)year period. The first NAMED INSURED must request the purchase of the Optional Extended Reporting Period in writing to the Company within sixty (60) days following the termination of this Policy and pay the premium to the Company promptly when due. If purchased, this extension shall apply to any CLAIM(S)first made against the INSURED and reported to the Company, in writing, during the Optional Extended Reporting Period. If, however, this Policy is immediately succeeded by similar claims-made insurance coverage for which the retroactive date is the same as or earlier than the Retroactive Date shown in Item 6. of the Declarations, the INSURED shall have no right to purchase an Optional Extended Reporting Period. The Optional Extended Reporting Period shall be non-cancelable. Accordingly, at the commencement of the Optional Extended Reporting Period, the entire premium shall be considered fully earned. Sections VI. Automatic Extended Reporting Period and VII. Optional Extended Reporting Period shall not apply to: 1. Any pending CLAIM(S)or proceedings; 2. Any paid CLAIM(S); or 3. Any CLAIM(S)that is covered under any subsequent insurance purchased by the INSURED, or that would otherwise be covered under any subsequent insurance purchased by the INSURED but for a reduction or exhaustion of the limits of liability that would otherwise be applicable to such CLAIM(S). The Limit of Liability applicable to Automatic Extended Reporting Period or Optional Extended Reporting Period will be the Limit of Liability remaining under the terminated policy, or as otherwise required by the regulatory guidelines governing this type of insurance. LDD 050 1116 Page 11 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. The extension of coverage granted hereunder shall be subject to all the terms and conditions of this Policy and shall only apply to CLAIM(S)arising out of the performance of PROFESSIONAL SERVICES, CONTRACTING SERVICES, or due to a NETWORK SECURITY COMPROMISE, prior to the cancellation or non-renewal of this Policy, and that are otherwise covered by this Policy. VIII. LIMIT OF LIABILITY AND DEDUCTIBLE A. Limit of Liability The Limits of Liability stated in Item 3. of the Declarations represent the maximum amount the Company will pay regardless of the number of INSUREDS, CLAIMS, individuals or entities making a CLAIM(S).The payment of DAMAGES and/or CLAIM EXPENSES will reduce the Limit of Liability available to pay any CLAIM(S). B. Limit of Liability—Each Claim The liability of the Company for the sum of all CLAIM(S) and CLAIM EXPENSES for each single, covered CLAIM first made and reported to the Company, in writing, during a POLICY YEAR shall not exceed the amount stated in Item 3a. of the Declarations for each CLAIM. This limit applies as excess over any Deductible amount. C. Limit of Liability—Policy Aggregate The liability of the Company for the sum of all DAMAGES and CLAIM EXPENSES for all covered CLAIMS first made and reported to the Company, in writing, during a POLICY YEAR shall not exceed the amount stated in Item 3b. of the Declarations as Aggregate. This limit applies as excess over any Deductible amount. The POLICY YEAR Aggregate Limit of Liability as set forth above may not be combined or transferred, in whole or in part, so as to provide any additional Limit of Liability as respects any CLAIM(S) first made or deemed made during any other POLICY YEAR. If the Limit of Liability as specified above for any POLICY YEAR is exhausted, the Company's obligation to that POLICY YEAR shall be deemed completely fulfilled and extinguished. D. Multiple/Related Claims The inclusion herein of more than one INSURED, the making of a CLAIM(S) by more than one person or entity, or the inclusion of additional elements or amounts of DAMAGES shall not operate to increase the Company's Limit of Liability. Unless otherwise specified, the Limit of Liability for each CLAIM, as stated in Item 3a. of the Declarations, is the most the Company will pay for the sum of all DAMAGES and CLAIM EXPENSES for all CLAIMS treated as a single CLAIM. One or more CLAIM(S) arising out of the same or related WRONGFUL ACT(S), POLLUTION CONDITION(S), or NETWORK SECURITY COMPROMISE(S) will be treated as a single CLAIM, regardless of when the earliest CLAIM was first made against an INSURED. This Policy will respond only if the earliest CLAIM arising from such WRONGFUL ACT(S), POLLUTION CONDITION(S), or NETWORK SECURITY COMPROMISE(S) is first made against the INSURED during a POLICY YEAR and first reported to the Company, in writing, during that POLICY YEAR or within sixty(60) days after the end of that POLICY YEAR. LDD 050 1116 Page 12 of 16 ©2016 X.L.America, Inc. All Rights Reserved. May not be copied without permission. E. Deductible The Company shall not be obligated to pay any DAMAGES or CLAIM EXPENSES until the INSURED pays the applicable Deductible amount. The Deductible amount applies separately to each CLAIM, whether this Policy is primary or excess. The Company will determine the reasonableness of CLAIM EXPENSES that qualify in satisfaction of the Deductible. Unless otherwise specified, the Deductible will apply as follows: 1. The Deductible for each CLAIM, as stated in Item 4a. of the Declarations, is the most the INSURED must pay as a Deductible for the sum of all DAMAGES and CLAIM EXPENSES for all CLAIMS treated as a single CLAIM. 2. The Aggregate Deductible, if any, as stated in Item 4b. of the Declarations, is the most the INSURED must pay as a Deductible for the sum of all DAMAGES and CLAIM EXPENSES for all CLAIMS made and reported during each POLICY YEAR. F. Dispute Resolution and Mitigation Deductible Credits 1. Mediation Credit a. In the event that a CLAIM(S) is resolved with the consent of the Company through the use of MEDIATION within one (1) year following the date that the CLAIM(S) was first made against the INSURED, the INSURED will be given a credit or reimbursement for seventy- five percent(75%)of the Deductible amount owed or paid by the INSURED, not to exceed a maximum credit or reimbursement of$25,000. b. If any CLAIM(S) is resolved with the consent of the Company through the use of MEDIATION more than one (1)year following the date that the CLAIM(S) was first made against the INSURED, the INSURED will be given a credit or reimbursement for fifty percent (50%) of the Deductible amount owed or paid by the INSURED, not to exceed a maximum credit or reimbursement of$25,000. 2. Contractual Risk Management Practices Credit a. In the event that a CLAIM(S) is resolved with the consent of the Company within one (1) year following the date that the CLAIM(S) was first made against the INSURED, and the INSURED employed CONTRACTUAL RISK MANAGEMENT PRACTICES prior to the notice of a CLAIM(S) or CIRCUMSTANCE(S), the INSURED will be given a credit or reimbursement for seventy-five percent (75%) of the Deductible amount owed or paid by the INSURED, not to exceed a maximum credit or reimbursement of$35,000. b. If any CLAIM(S) is resolved with the consent of the Company more than one (1) year following the date that the CLAIM(S) was first made against the INSURED, and the INSURED employed CONTRACTUAL RISK MANAGEMENT PRACTICES prior to the notice of a CLAIM(S) or CIRCUMSTANCE(S), the INSURED will be given a credit or reimbursement for fifty percent (50%) of the Deductible amount owed or paid by the INSURED, not to exceed a maximum credit or reimbursement of$35,000. The deductible credits/reimbursements provided for in Paragraph F., Sub-paragraphs 1. and 2. above, are not cumulative and may not be combined on the same CLAIM. LDD 050 1116 Page 13 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. IX. DEFENSE, SETTLEMENT AND COOPERATION A. With respect to the insurance afforded by this Policy, the Company shall defend any CLAIM(S) against the INSURED that seek DAMAGES to which this insurance applies, even if any of the allegations are groundless, false or fraudulent. Legal counsel for the defense of any CLAIM(S)shall be designated by the Company or, solely at the Company's option, by the INSURED with the prior approval and written consent of the Company and subject to the Company's guidelines. It is further agreed that the Company may make such investigation of any CLAIM(S) as it deems expedient, but the Company shall not be obligated to pay DAMAGES, to defend or to continue to defend any CLAIM(S)after the applicable limits of the Company's liability have been exhausted by payment of DAMAGES and/or CLAIM EXPENSES. B. The INSURED shall cooperate with the Company and, upon the Company's request, shall: submit to examination and interrogation by a representative of the Company, under oath if required; attend hearings, depositions and trials; assist in effecting settlement, securing and giving evidence and obtaining the attendance of witnesses; and assist in the conduct of suits, as well as in investigation and/or defense all without charge to the Company, except as otherwise provided in Section II. Supplementary Payments, Paragraph A. Defendant Reimbursement. The INSURED shall further cooperate with the Company and do whatever is necessary to secure any rights of indemnity, contribution or apportionment that the INSURED may have against any other entities. The INSURED shall not, except at its own costs, make any payment, admit any liability, settle any CLAIM(S), assume any obligation or incur any expense without the written consent of the Company. With respect to any dispute resolution mechanisms agreed to by the INSURED in a written contract or agreement executed prior to a CLAIM(S), the INSURED shall not assume any obligation under such contract or agreement after a CLAIM(S) is made against it without the written consent of the Company. However, assuming such obligations prior to a CLAIM(S) shall not violate the preceding condition. C. The Company shall not settle any CLAIM(S)without the consent of the INSURED. If, however, the INSURED refuses to consent to any settlement recommended by the Company and elects to contest the CLAIM(S) or continue legal proceedings in connection with such CLAIM(S) then the Company's liability for DAMAGES shall not exceed the amount for which the CLAIM(S)could have been settled. In addition, the Company shall be responsible for paying fifty percent (50%) of all CLAIM EXPENSES incurred after the date of such refusal. The INSURED shall be responsible for paying the remaining fifty percent (50%) of all CLAIM EXPENSES incurred after the date of such refusal. All such payments by the Company are subject to Section VIII. Limit of Liability and Deductible. D. If any INSURED commits fraud in proffering any CLAIM(S) with respect to amount or otherwise, this insurance shall become void as to such INSURED from the date such fraudulent CLAIM(S) is proffered. X. NOTICE A. In the event of a CLAIM(S) prompt written notice shall be given by or for the INSURED to the Company and shall contain: particulars sufficient to identify the INSURED; reasonably obtainable information with respect to the time, place and circumstances thereof; and the names and addresses of available witnesses. B. If a CLAIM(S)is made against the INSURED,the INSURED shall promptly forward to the Company every demand, notice, summons, order or other process received by the INSURED or the INSURED'S representative. This requirement continues throughout the life of the CLAIM(S). C. If the INSURED becomes aware of a CIRCUMSTANCE(S) to which this Policy may apply and provides written notice to the Company during the POLICY PERIOD containing details of: 1. The alleged WRONGFUL ACT(S), POLLUTION CONDITION(S), or NETWORK SECURITY COMPROMISE(S); LDD 050 1116 Page 14 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. 2. The specific nature and extent of the injury or damage that has been sustained; and 3. How the INSURED first became aware of such CIRCUMSTANCE(S), then any CLAIM(S) that may subsequently be made against the INSURED arising out of such reported CIRCUMSTANCE(S) shall be deemed to have been made on the date first written notice of the CIRCUMSTANCE(S)was received by the Company.This right conferred upon the INSURED in this Paragraph shall terminate at the end of the POLICY PERIOD and shall not exist during the Automatic Extended Reporting Period or Optional Extended Reporting Period. Xl. OTHER CONDITIONS A. Cancellation This Policy may be canceled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Policy may be canceled by the Company by mailing to the NAMED INSURED,at the address stated in Item 1. of the Declarations,written notice stating when, not less than thirty (30)days thereafter(or ten (10) days thereafter for non-payment of premium), such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the POLICY PERIOD. Delivery of such written notice either by the NAMED INSURED or by the Company shall be equivalent to mailing. If this Policy is canceled, earned premium shall be computed in accordance with the Company's guidelines with respect to cancellation. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. B. Action Against The Company No action may be brought against the Company unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this Policy, nor until the amount of the INSURED'S obligation to pay shall have been finally determined either by judgment against the INSURED in a contested proceeding after final judgment has been rendered and any appeal decided, or by written agreement of the INSURED, the claimant and the Company. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED'S liability, nor shall the INSURED or the INSURED'S legal representative join the Company in such action. Bankruptcy or insolvency of the INSURED or the INSURED'S estate shall not relieve the Company of any of its obligations hereunder. C. Assignment This Policy may not be assigned or transferred without written consent of the Company. D. Subrogation In the event of any payment under this Policy, the Company shall be subrogated to all the INSURED'S rights of recovery therefor against any person or organization, and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing after a CLAIM(S)to prejudice such rights. However, it is agreed that the Company waives its rights of subrogation under this Policy against clients of the INSURED as respects any CLAIM(S) arising from PROFESSIONAL SERVICES, or CONTRACTING SERVICES under the client's contract requiring waiver of subrogation, but only to the extent required by written contract. LDD 050 1116 Page 15 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. E. Changes Notice to any agent or knowledge possessed by any agent or by any other person acting on behalf of the Company shall not effect a waiver or a change in any part of this Policy or stop the Company from asserting any rights under the terms of this Policy; nor shall the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy. F. Sole Agent The NAMED INSURED identified in Item 1. of the Declarations shall have authority and primary responsibility to act on behalf of all INSUREDS for the payment or return of Premium, receipt and acceptance of any endorsement issued to form a part of this Policy, giving and receiving notice of cancellation or non-renewal, the payment of any Deductibles, and the exercise of the rights provided in Section VII. Optional Extended Reporting Period. G. Other Insurance This insurance shall be excess of the Deductible and any other valid and collectible insurance available to the INSURED, whether such other insurance is stated to be primary, pro rata, contributory, excess, contingent or otherwise, unless such other insurance is written solely and specifically as excess insurance over this Policy. When this Policy is excess, the Company will not defend any CLAIM(S) that any other insurer has a duty to defend. If no other insurer defends, the Company has the right but not the duty to do so. If the Company defends, it will be entitled to all of the INSURED'S rights against any other insurers. In addition to the foregoing, unless the Company specifically agrees otherwise, when such other insurance is written solely for a specific project, this Policy shall not attach, and the Company shall have no obligation to pay until the sum of DAMAGES and CLAIM EXPENSES exceeds the amount of the stated Limit of Liability of such other insurance, even if the INSURED'S liability for such DAMAGES and CLAIM EXPENSES is not covered in whole or in part by such other insurance for any reason, including but not limited to an exclusion or limitation of coverage or the bankruptcy or insolvency of the specific project insurer. H. Severability Except with respect to the Limits of Liability, as stated in Item 4. of the Declarations, and any rights and duties specifically assigned to the NAMED INSURED identified in Item 1. of the Declarations, this Policy applies: 1. As if each INSURED were the only INSURED; and 2. Separately to each INSURED against whom a CLAIM(S) is made or suit is brought. I. Headings The descriptions in the headings of this Policy are solely for convenience and form no part of the Policy terms and conditions. J. Liberalization If the Company files, with the appropriate regulator, general revisions to the terms and conditions of the Policy form to provide more coverage without an additional premium charge, then this Policy will automatically provide such additional coverage as of the date the filed revision is effective in the state shown in the mailing address of the NAMED INSURED. LDD 050 1116 Page 16 of 16 ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. This endorsement, effective 12:01 a.m., 09/08/2025 forms a part of Policy No. DPR5047658 Issued to V&A Consulting Engineers by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF POLICY CANCELLATION —BLANKET NOTICE TO DESIGNATED ENTITIES This endorsement modifies insurance provided under the following: PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY—ARCHITECTS, CONSULTANTS AND ENGINEERS Section Xl.OTHER CONDITIONS, Paragraph A. Cancellation is amended by the addition of the following: In the event that the Company cancels or non-renews this Policy during the POLICY PERIOD,the Company agrees to provide thirty (30) days' prior written notice of cancellation or non-renewal of this Policy to any entity with whom the NAMED INSURED agreed in a written contract or agreement would be provided with notice of cancellation or non-renewal of this Policy, provided that: 1. The Company receives, at least thirty (30) days prior to the date of cancellation or non-renewal, a written request from the NAMED INSURED to provide notice of cancellation to entities designated by the NAMED INSURED to receive such notice; and 2. The written request includes the name, address and email of each person or entity designated by the NAMED INSURED to receive such notice. The Company will assume that the list provided to the company by the NAMED INSURED is a complete and accurate list. This endorsement does not apply to non-renewal of the Policy at the end of the POLICY PERIOD or cancellation of the Policy for non-payment of premium to a premium finance company authorized to cancel the Policy. Furthermore, nothing contained in this endorsement shall be construed to provide any rights under the Policy to the entities receiving notice of cancellation pursuant to this endorsement, nor shall this endorsement amend or alter the effective date of cancellation stated in the cancellation notice issued to the NAMED INSURED. All other terms and conditions of the Policy remain unchanged. LDD 465 0620 Page 1 of 1 ©2020 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Policy # 84UEGAA1983 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions: mailing address of the certificate holder(s) on file with A. If this policy is cancelled by the Company, other the agent of record or the Company will be sufficient than for nonpayment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30) Any notification rights provided by this endorsement days in advance of the cancellation effective date apply only to active certificate holder(s) who were to the certificate holder(s) with mailing addresses issued a certificate of insurance applicable to this on file with the agent of record or the Company. policy's term. B. If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium, or by the insured, notice holder(s) will not amend or extend the date the of such cancellation will be provided within (10) cancellation becomes effective, nor will it negate days of the cancellation effective date to the cancellation of the policy. Failure to send notice shall certificate holder(s) with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company. agents or representatives. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford Policy# 84SBWBP3Y55 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the"products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. dar THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any"occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury"or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury"arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury"or"property damage" included within the"products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b)above. Form SL 30 32 06 21 Page 3 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy# 84SBWBP3Y55 THE ' HARTFORD a. "Bodily injury"to a co-employee"of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 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. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 84SBWBP3Y§5 How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 14 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense. b. Notice Of Claim If a claim is made or"suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1) Immediately record the specifics of the claim or"suit"and the date received; and (2) Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or"suit"as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or"suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the"suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or"suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or"suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or"suit" is known to: Form SL 00 00 10 18 Page 15 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f.applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a"suit"asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or"suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 16 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE 4, HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of"property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 17 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semi-trailer 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 or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include"mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) POLICY NUMBER: 84SBWBP3Y55 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SL 90 13 10 18 Page 1 of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 84UEGAA1983 COMMERCIAL AUTOMOBILE HA99161221 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED e. Employees as Insureds Paragraph .1. - WHO IS AN INSURED - of (1). Any "employee" of yours while using a Section II - Liability Coverage is amended to covered "auto" you don't own, hire or add the following: borrow in your business or your personal d. Subsidiaries and Newly Acquired or affairs. Formed Organizations f. Lessors as Insureds The Named Insured shown in the Declarations (1). The lessor of a covered "auto" while the is amended to include: "auto" is leased to you under a written (1) Any legal business entity other than a agreement if: partnership or joint venture, formed as a (a) The agreement requires you to subsidiary in which you have an provide direct primary insurance for ownership interest of more than 50% on the lessor and the effective date of the Coverage Form. (b) The "auto" is leased without a driver. However, the Named Insured does not Such a leased "auto" will be considered a include any subsidiary that is an "insured" covered "auto" you own and not a covered under any other automobile policy or would be an "insured" under such a policy "auto" you hire. but for its termination or the exhaustion of g. Additional Insured if Required by Contract its Limit of Insurance. (1) When you have agreed, in a written (2) Any organization that is acquired or contract or written agreement, that a formed by you and over which you person or organization be added as an maintain majority ownership. However, additional insured on your business auto the Named Insured does not include any policy, such person or organization is an newly formed or acquired organization: "insured", but only to the extent such (a) That is a partnership or joint venture, person or organization is liable for "bodily injury" or "property damage" caused by (b) That is an "insured" under any other the conduct of an "insured" under policy, paragraphs a. or b. of Who Is An Insured (c) That has exhausted its Limit of with regard to the ownership, Insurance under any other policy, or maintenance or use of a covered "auto." (d) 180 days or more after its acquisition The insurance afforded to any such or formation by you, unless you have additional insured applies only if the given us notice of the acquisition or "bodily injury" or "property damage" formation. occurs: Coverage does not apply to "bodily injury" (a) During the policy period, and or "property damage" that results from an (b) Subsequent to the execution of such "accident" that occurred before you written contract, and formed or acquired the organization. Form HA 99 16 12 21 Page 1 of 5 ©2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of This insurance is primary if you have time that the written contract requires agreed in a written contract or written such insurance be provided to the agreement that this insurance be primary. additional insured. If other insurance is also primary, we will (2) How Limits Apply share with all that other insurance by the If you have agreed in a written contract or method described in Other Insurance 5.d. written agreement that another person or (2) Primary And Non-Contributory To Other organization be added as an additional Insurance When Required By Contract insured on your policy, the most we will If you have agreed in a written contract or pay on behalf of such additional insured is written agreement that this insurance is the lesser of: primary and non-contributory with the (a) The limits of insurance specified in the additional insured's own insurance, this written contract or written agreement; insurance is primary and we will not seek or contribution from that other insurance. (b) The Limits of Insurance shown in the Paragraphs (1) and (2) do not apply to other Declarations. insurance to which the additional insured has Such amount shall be a part of and not in been added as an additional insured. addition to Limits of Insurance shown in When this insurance is excess, we will have the Declarations and described in this no duty to defend the insured against any Section. "suit" if any other insurer has a duty to defend (3) Additional Insureds Other Insurance the insured against that "suit". If no other insurer defends, we will undertake to do so, If we cover a claim or "suit" under this but we will be entitled to the insured's rights Coverage Part that may also be covered against all those other insurers. by other insurance available to an When this insurance is excess over other additional insured, such additional insured insurance, we will pay only our share of the must submit such claim or "suit" to the amount of the loss, if any, that exceeds the other insurer for defense and indemnity. sum of: However, this provision does not apply to (1) The total amount that all such other the extent that you have agreed in a insurance would pay for the loss in the written contract or written agreement that absence of this insurance; and this insurance is primary and non-contributory with the additional (2) The total of all deductible and self-insured insured's own insurance. amounts under all that other insurance. (4) Duties in The Event Of Accident, Claim, We will share the remaining loss, if any, by Suit or Loss the method described in SECTION IV- If you have agreed in a written contract or Business Auto Conditions, B. General Conditions, Other Insurance 5.d. written agreement that another person or organization be added as an additional 3. AUTOS RENTED BY EMPLOYEES insured on your policy, the additional Any "auto" hired or rented by your "employee" on insured shall be required to comply with your behalf and at your direction will be the provisions in LOSS CONDITIONS 2. - considered an "auto" you hire. DUTIES IN THE EVENT OF ACCIDENT, The SECTION IV- Business Auto Conditions, B. CLAIM , SUIT OR LOSS — OF SECTION General Conditions, 5. OTHER INSURANCE IV — BUSINESS AUTO CONDITIONS, in Condition is amended by adding the following: the same manner as the Named Insured. 2. Primary and Non-Contributory if Required e. If an "employee's" personal insurance also by Contract applies on an excess basis to a covered "auto" hired or rented by your "employee" on Only with respect to insurance provided to an your behalf and at your direction, this additional insured in A.1.g. - Additional insurance will be primary to the "employee's" Insured If Required by Contract, the following personal insurance. provisions apply: (1) Primary Insurance When Required By Contract Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION obligation for any difference between the actual EXCLUSION 5. - FELLOW EMPLOYEE - of cash value of the "auto" at the time of the "loss" SECTION II - LIABILITY COVERAGE does not and the"outstanding balance" of the loan/lease. apply if you have workers' compensation "Outstanding balance" means the amount you insurance in-force covering all of your owe on the loan/lease at the time of "loss" less "employees". any amounts representing taxes; overdue Coverage is excess over any other collectible payments; penalties, interest or charges resulting insurance. from overdue payments; additional mileage 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE charges; excess wear and tear charges; lease termination fees; security deposits not returned by If hired "autos" are covered "autos" for Liability the lessor; costs for extended warranties, credit Coverage and if Comprehensive, Specified life Insurance, health, accident or disability Causes of Loss, or Collision coverages are insurance purchased with the loan or lease; and provided under this Coverage Form for any "auto" carry-over balances from previous loans or you own, then the Physical Damage Coverages leases. provided are extended to "autos" you hire or g. AIRBAG COVERAGE borrow, subject to the following limit. Under Paragraph B. EXCLUSIONS - of SECTION The most we will pay for "loss" to any hired "auto" III - PHYSICAL DAMAGE COVERAGE, the is: following is added: (1) $100,000; The exclusion relating to mechanical breakdown (2) The actual cash value of the damaged or does not apply to the accidental discharge of an stolen property at the time of the"loss"; or airbag. (3) The cost of repairing or replacing the 9. ELECTRONIC EQUIPMENT - BROADENED damaged or stolen property, COVERAGE whichever is smallest, minus a deductible. The a. The exceptions to Paragraphs B.4 - deductible will be equal to the largest deductible EXCLUSIONS - of SECTION III - PHYSICAL applicable to any owned "auto" for that coverage. DAMAGE COVERAGE are replaced by the No deductible applies to "loss" caused by fire or following: lightning. Hired Auto Physical Damage coverage Exclusions 4.c. and 4.d. do not apply to is excess over any other collectible insurance. equipment designed to be operated solely by Subject to the above limit, deductible and excess use of the power from the "auto's" electrical provisions, we will provide coverage equal to the broadest coverage applicable to any covered system that, at the time of"loss", is: "auto" you own. (1) Permanently installed in or upon the We will also cover loss of use of the hired "auto" if covered "auto"; it results from an "accident", you are legally liable (2) Removable from a housing unit which is and the lessor incurs an actual financial loss, permanently installed in or upon the subject to a maximum of$1000 per"accident". covered "auto"; This extension of coverage does not apply to any (3) An integral part of the same unit housing "auto" you hire or borrow from any of your any electronic equipment described in "employees", partners (if you are a partnership), Paragraphs(1) and (2) above; or members (if you are a limited liability company), (4) Necessary for the normal operation of the or members of their households. covered "auto" or the monitoring of the 6. PHYSICAL DAMAGE - ADDITIONAL covered "auto's" operating system. TEMPORARY TRANSPORTATION EXPENSE b. Section III, Physical Damage Coverage, Limit COVERAGE of Insurance, Paragraph C.2. is amended to Paragraph A.4.a. of SECTION III - PHYSICAL add the following: DAMAGE COVERAGE is amended to provide a $1,500 is the most we will pay for "loss" in limit of $50 per day and a maximum limit of any one "accident" to all electronic equipment $1,000. (other than equipment designed solely for the 7. LOAN/LEASE GAP COVERAGE reproduction of sound, and accessories used Under SECTION III PHYSICAL DAMAGE with such equipment) that reproduces, receives or transmits audio, visual or data COVERAGE, in the event of a total "loss" to a signals which, at the time of"loss", is: covered "auto", we will pay your additional legal Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability other location that is not normally used by company; or the"auto" manufacturer for the installation of such equipment; (4) An executive officer or insurance manager, if you are a corporation. (2) Removable from a permanently installed 14. UNINTENTIONAL FAILURE TO DISCLOSE housing unit as described in Paragraph 2.a. above or is an integral part of that HAZARDS equipment; or If you unintentionally fail to disclose any hazards (3) An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", should loss be will not deny coverage under this Coverage Form because of such failure. limited to electronic equipment only, our obligation to pay for, repair, return or replace 15. HIRED AUTO -COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or $250, whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10. EXTRA EXPENSE - BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is 11. GLASS REPAIR-WAIVER OF DEDUCTIBLE determined in a "suit," the "suit" is brought in the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III - PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III - PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same"accident", the following applies: because of payments we make for damages (1) If the deductible under this Business Auto under this Coverage Form. Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury" means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS - CANCELLATION - applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident" is the first Named Insured written notice of known to: cancellation at least 60 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS b. A "hybrid" auto is defined as an auto with an VEHICLE PAYMENT COVERAGE internal combustion engine and one or more In the event of a total loss to a "non-hybrid" auto electric motors, and that uses the internal for which Comprehensive, Specified Causes of combustion engine and one or more electric Loss, or Collision coverages are provided under motors to move the auto, or the internal this Coverage Form, then such Physical Damage combustion engine to charge one or more Coverages are amended as follows: electric motors, which move the auto. a. If the auto is replaced with a "hybrid" auto or 20. VEHICLE WRAP COVERAGE an auto powered solely by electricity or In the event of a total loss to an "auto" for which natural gas, we will pay an additional 10%, to Comprehensive, Specified Causes of Loss, or a maximum of $2,500, of the "non-hybrid" Collision coverages are provided under this auto's actual cash value or replacement cost, Coverage Form, then such Physical Damage whichever is less, Coverages are amended to add the following: b. The auto must be replaced and a copy of a In addition to the actual cash value of the "auto", bill of sale or new lease agreement received we will pay up to $1,000 for vinyl vehicle wraps by us within 60 calendar days of the date of which are displayed on the covered "auto" at the "loss," time of total loss. Regardless of the number of c. Regardless of the number of autos deemed a autos deemed a total loss, the most we will pay total loss, the most we will pay under this under this Vehicle Wrap Coverage provision for Hybrid, Electric, or Natural Gas Vehicle any one "loss" is $5,000. For purposes of this Payment Coverage provision for any one coverage provision, signs or other graphics "loss" is $10,000. painted or magnetically affixed to the vehicle are not considered vehicle wraps. For the purposes of the coverage provision, a. A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. Form HA 99 16 12 21 Page 5 of 5