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resolution.council.009-26
RESOLUTION 4009 (Series of 2026) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND L.A. ROSER, INC. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for Aspen Ice Graden cooling tower and ice plant rejuvenation, between the City of Aspen and L.A. Roser, Inc., a true and accurate copy of which is attached hereto as Exhibit " A4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for Aspen Ice Garden cooling tower and ice plant rejuvenation between the City of Aspen and L.A. Roser, Inc., a copy of which is annexed hereto and in corporated ncorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. RESOLVED, APPROVED, AND ADOPTED FINALLY by the City Council of the City of Aspen on the 13th day of January 2026. I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, January 13, 2026. Nicole Henning, City Clerk Docusign Envelope ID: C5A2A1C1-5B4B-45B8-9A6F-7861092C5359 STANDARD CONTRACT FOR CONSTRUCTION 2024-281 AIG Cooling Tower and Plant Rejuvenation THIS CONTRACT, made and entered into on the 9th of December, 2025, by and between the CITY OF ASPEN, Colorado, hereinafter called the "City", and Louis A. Roser hereinafter called the "Contractor". THEREFORE, in consideration of the mutual covenants and Contracts herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Construction of Project. Contractor agrees to furnish all labor, materials, tools, machinery, equipment, temporary utilities, transportation, and any other facilities needed therefor, and to complete in a good, workmanlike and substantial manner the Project as described in the Scope of Work and/or Proposal appended hereto as Exhibit "A" which is incorporated herein as if fully set forth (the "Project"). 2. Plans and Specificafiions, Compliance with Laws. The Project is to be constructed and completed in strict conformance with the Scope of Work and/or Proposal appended hereto for the same approved in writing by the parties hereto. The Project shall also be constructed and completed in strict compliance with all laws, ordinances, rules, regulations of all applicable governmental authorities, and the City of Aspen Procurement Code, Title 4 of the Municipal Code, including the approval requirements of Section 4-08-040. Contractor shall apply for and obtain all required permits and licenses and shall pay all fees therefor and all other fees required by such governmental authorities. 3. Payments to Contractor. In consideration of the covenants and Contracts herein contained being performed and kept by Contractor, including the supplying of all labor, materials and, services required by this Contract, and the construction and completion of the Project, City agrees to pay Contractor a sum not to exceed ($1,271,184.00) DOLLARS or as shown on Exhibit "A". 4. Commencement and Completion. Contractor agrees to commence work hereunder immediately upon execution hereof, to prosecute said work thereafter diligently and continuously to completion, and in any and all events to substantially complete the same not later than Auqust 18th, 2026, subject to such delays as are permissible under the "Extension of Time for Completion" section of this Contract. Page: 1 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B-45B8-9A6F-7861092C5359 5. Payment of Bills and Charges. Contractor shall pay promptly all valid bills and charges for material, labor, machinery, equipment or any other service or facility used in connection with or arising out of the Project and shall obtain periodic releases from all subcontractors and material suppliers supplying labor or materials to the Project concurrently with Contractor's delivering any payment to such subcontractors and material suppliers. Contractor shall indemnify and hold City and City's officers, employees, agents, successors and assigns free and harmless against all expenses and liability suffered or incurred in connection with the claims of any such subcontractors or material suppliers, including but not limited to court costs and attorney's fees resulting or arising therefrom; provided that Contractor shall be excused from this obligation to the extent that City is in arrears in making the payments to Contractor. Should any liens or claims of lien be filed of record against the Property, or should Contractor receive notice of any unpaid bill or charge in connection with construction of the Project, Contractor shall immediately either pay and discharge the same and cause the same to be released of record, or shall furnish City with the proper indemnity either by title policy or by corporate surety bond in the amount of 150% of the amount claimed pursuant to such lien. 6. Releases. Contractor shall, if requested by City, before being entitled to receive any payment due, furnish to City all releases obtained from subcontractors and material _suppliers and copies of all bills paid to such date, properly receipted and identified, covering work done and the materials furnished to the Project and showing an expenditure of an amount not less than the total of all previous payments made hereunder by City to Contractor. 7. Hierarchy of Project Documents. This Contract and the Proposal or Scope of Work appended hereto as Exhibit "A" are intended to supplement one another. Contract Documents shall also include General Conditions for Construction Contracts and Special Conditions appended hereto. However, in case of conflict this Contract for Construction shall control. 8. Changes in the Work. Should the City at any time during the progress of the work request any modifications, alterations or deviations in, additions to, or omissions from this Contract or the Proposal/Scope of Work, it shall be at liberty to do so, and the same shall in no way affect or make void this Contract; but the amount thereof shall be amortized over the remaining term of this Contract and added to or deducted, as the case may be, from the payments set forth in Paragraph 3 above by a fair and reasonable valuation, based upon the actual cost of labor and materials. This Contract shall be deemed to be completed when the work is finished in accordance with the original Proposal or Scope of Work as amended or modified by such changes, whatever may be the nature or the extent thereof. The rule of practice to be observed in fulfillment of this shall be Page: 2 Updated:10l2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 9. Contractor's Failure to Perform. Should Contractor, at any time during the progress of the work, refuse or fail to supply sufficient material or workmen for the expeditious progress of said work or fail to perform any other provisions of this Contract, City may, upon giving notice in writing to Contractor as provided herein and upon Contractor's failure to remedy any such failure within 3 days from receipt of such notice, terminate this Contract and provide the necessary material and workmen to finish the work and may enter upon the Property for such purpose and complete said work. The expense thereof shall be deducted from the payments remaining under Paragraph 3 above, or if the total cost of the work to City exceeds the amount of such remaining payments, Contractor shall pay to City upon demand the amount of such excess in addition to any and all other damages to which City may be entitled. In the event of such termination, City may take possession of all materials, equipment and appliances belonging fio Contractor upon or adjacent to the Property upon which said work is being performed and may use the same in the completion of said work. Such termination shall not prejudice or be exclusive of any other legal rights which City may have against Contractor, 10. Extension of Time for Completion. Time is of the essence of fihis Contract and Contractor shall substantially complete the work during the time provided for herein. However, the time during which Contractor is delayed in said work by (a) the acts of City or its agents or employees or those claiming under Contract with or permission from City, or (b) the acts of God which Contractor could not have reasonably foreseen and provided against, or (c) unanticipated stormy or inclement weather which necessarily delays the work, or (d) any strikes, boycotts or obstructive actions by employees or labor organizations and which are beyond the control of Contractor and which it cannot reasonably overcome, or (e) the failure of City to make progress payments promptly, shall be added to the time for completion of the work by a fair and reasonable allowance. Contractor recognizes, however, that the site of the work is in the Rocky Mountains at a high elevation where inclement whether conditions are common. This fact has been considered by Contractor in preparing its Proposal and or agreeing to the Scope of Work. Furthermore, Contractor shall have the right to stop work if any payment, including payment for extra work, is not made to Contractor as provided in this Contract. In the event of such nonpayment, Contractor may keep the job idle until all payments then due are received. 11. Unforeseen Conditions. it is understood and agreed that Contractor, before incurring any other expenses or purchasing any other materials for the Project, shall proceed to inspect the work site and all visible conditions and that if, at the time of inspection therefor, the Contractor finds that the proposed work is at variance with the conditions indicated by the Proposal, Scope of Work, or information supplied by City, or should Contractor encounter physical conditions below the surface of the ground of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract or inherent in a work site located in the Rocky Mountains, Contractor shall so notify City, and City shall at that time have Page: 3 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B-45B8-9A6F-7861092C5359 the right and option to immediately cancel and terminate this Contract or to instruct Contractor to continue the work and add the additional amount attributable to such unforeseen conditions to the payments due Contractor as set forth above. It is agreed that in the event of any cancellation by City in accordance with this section, Contractor shall be paid the actual costs of the work done prior to the time of cancellation. In computing such costs, building permit fees, insurance and such financing and title charges as are not refundable shall be included; provided that supervision time, office overhead and profit shall not be included in such costs to be refunded to Contractor by reason of such cancellation. 12. Acceptance by City,� No payment hereunder nor occupancy of said improvements or any part thereof shall be construed as an acceptance of any work done up to the time of such payment or occupancy, but the entire work is to be subject to the inspection and approval of City at the time when Contractor notifies City that the Project has been completed. 13. Notice of Completion; Contractor's Release. City agrees to sign and file of record within five (5) days after the substantial completion and acceptance of the Project a Notice of Completion. If City fails to so record the Notice of Completion within said five (5) day period, City hereby appoints Contractor as City's agent to sign and record such Notice of Completion on City's behalf. This agency is irrevocable and is an agency coupled with an interest. Contractor agrees upon receipt of final payment to release the Project and property from any and all claims that may have accrued against the same by reason of said construction. If Contractor faithfully performs the obligations of this Contract on its part to be performed, it shall have the right to refuse to permit occupancy of any structures by City or City's assignees or agents until the Notice of Completion has been recorded and Contractor has received the payment, if any, due hereunder at completion of construction, less such amounts as may be retained pursuant to mutual Contract of City and Contractor under the provisions of Paragraph 3 above. 14. Indemnification. Contractor agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this contract, to the extent and for an amount represented by the degree or percentage such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error, contractor error, mistake, negligence, or other fault of the Contractor, any subcontractor of the Contractor, or any officer, employee, representative, or agent of the Contractor or of any subcontractor of the Contractor, or which arises out of any workmen's compensation claim of any employee of the Contractor or of any employee of any subcontractor of the Contractor. The Contractor agrees to investigate, handle, respond to, and to Page: 4 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 provide defense for and defend against, any such liability, claims or demands at the sole expense of the Contractor, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the Contractor for the portion of the judgment attributable to such act, omission, or other fault of the City, itofficers, or employees. 15. Insurance. a. The Contractor agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Contractor pursuant to the terms of this Contract. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the terms of this Contract by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. b. Contractor shall procure and maintain and shall cause any subcontractor of the Contractor to procure and maintain, the minimum insurance coverages listed in the Supplemental Conditions. If the Supplemental Conditions do not set forth minimum insurance coverage, then the minimum coverage shall be as set forth below. Such coverage shall be procured and maintained with forms and insurance acceptable to City. All coverage shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor pursuant to the terms of this Contract. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. 1. Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each employee. Evidence of qualified self -insured status may be substituted for the Worker's Compensation requirements of this paragraph. 2. Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for Page: 5 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. 3. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS ($2,000,000.00) aggregate with respect to each Contractor's owned, hired and non -owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision. If the Contractor has no owned automobiles, the requirements of this Section shall be met by each employee of the Contractor providing services to the City under this contract. c. Except for any Contractor Liability insurance fihat may be required, the policy or policies required above shall be endorsed to include the City of Aspen and the City of Aspen's officers and employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the City of Aspen, its officers or employees, or carried by or provided through any insurance pool of the City of Aspen, shall be excess and not contributory insurance to that provided by Contractor. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under any policy required above. d. The certificate of insurance provided to the City of Aspen shall be completed by the Contractor's insurance agent as evidence that policies providing the required coverage, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City of Aspen prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverage afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City of Aspen. e. In addition, these Certificates of Insurance shall contain the following clauses: Underwriters and issuers shall have no right of recovery or subrogation against the City of Aspen, it being the intention of the parties that the insurance policies so effected shall protect all parties and be primary coverage for any and all losses covered by the above -described insurance. To the extent that the City's insurer(s) may become liable for secondary or excess coverage, the City's underwriters and insurers shall have no right of recovery or subrogation against the Contractor. Page; 6 Updated;10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 The insurance companies issuing the policy or policies shall have no recourse against the City of Aspen for payment of any premiums or for assessments under any form of policy. Any and all deductibles in the above -described insurance policies shall be assumed by and be for the amount of, and at the sole risk of the Proposer. Location of operations shall be: "All operations and locafiions afi which work in connection with the referenced project is done." Certificates of Insurance for all renewal policies shall be delivered to the Architect at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this Contract or thereafter. f. Failure on the part of the Contractor to procure or maintain policies providing the required coverage, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith. All moneys so paid by City shall be repaid by Contractor to City upon demand, or City may offset the cost of the premiums against moneys due to Contractor from City. g. City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 16. a. {n addition to the provisions of termination set forth in the General Conditions, the Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. b. Upon receipt of notice from the Owner of such termination for the Owner's convenience, the Contractor shall (1) cease operations as directed by the Owner in the notice., (2) take actions necessary, or that the Owner may direct, for the protection and preservation of the Work. and (3) except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. c. In case of such termination for the Owner's convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. Page: 7 Updated:10/2Q24 Docusign Envelope ID: C5A2A1C1�5B4B-45B8-9A6F-7861092C5359 17. Damage or Destruction. If the Project is destroyed or damaged by any accident or disaster, such as fire, storm, flood, landslide, earthquake, subsidence, theft or vandalism, any work done by Contractor in rebuilding or restoring the work shall be paid for by City as extra work under Paragraph 8 above. If, however, the estimated cost of replacement of the work already completed by Contractor exceeds twenty (20%) percent of the insured sum set forth in Paragraph 15 above, City shall have the option to cancel this Contract and, in such event, Contractor shall be paid the reasonable cost, including net profit to Contractor in the amount of ten (10%) percent, of all work performed by Contractor before such cancellation. 18. Notices. Any notice which any party is required or may desire to give to any other party shall be in writing and may be personally delivered or given or made by United States mail addressed as follows: To City: City of Aspen Scott Chism 427 Rio Grande Place Aspen, Colorado 81611 scott.chismCcDaspen.gov To Contractor: L.A. Roser Adam Thomas 1975 West North Temple Salt Lake City, UT 84116 a thomas6d!laroser.com subject to the right of either party to designate a different address for itself by notice similarly given. Any notice so given, delivered, or made by United States mail, shall be deemed to have been given the same day as transmitted by email or delivered personally, one day after consignment to overnight courier service such as Federal Express, or two days after the deposit in the United States mail as registered or certified matter, addressed as above provided, with postage thereon fully prepaid. 19. Inspections; Warranties. a. Contractor shall conduct an inspection of the Projecfi prior to final acceptance of the work with City. b. Contractor shall schedule and cause to be performed all corrective activities necessitated as a result of any deficiencies noted on the final inspection prior to acceptance. The costs of material and/or labor incurred in connection with such corrective activities shall not be reimbursed or otherwise paid to Contractor. Page: 8 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 c. Contractor shall obtain, at City's expense, third party warranty contracts (to be entered into by City). 21. Independent Contractor. It is expressly acknowledged and understood by the parties that nothing in this Contract shall result in or be construed as establishing an employment relationship. The Contractor shall be, and shall perform as, an independent the Contractor who agrees- to use his best efforts to provide the Work on behalf of the City. No agent, employee, or servant of the Contractor shall be, or shall be deemed to be, the employee, agent, or servant of the City. The City is interested only in the results obtained under the Contract Documents. The manner and means of conducting the Work are under the sole control of the Contractor. None of the benefits provided by the City to its employees including, but not limited to; worker's compensation insurance and unemployment insurance, are available from the City to the employees, agents, or servants of the Contractor. The Contractor shall be solely and entirely responsible for its acts and for the acts of the Contractor's agents, employees, servants, and subcontractors during the performance of the Contract. THE CONTRACTOR, AS AN INDEPENDENT CONTRACTOR, SHALL NOT BE ENTITLED TO WORKERS' COMPENSATION BENEFITS AND SHALL BE OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE CONTRACT. 22. Assignment. This Contract is for the personal services of Contractor. Contractor shall not transfer or assign this Contract or its rights and responsibilities under this Contract nor subcontract to others its rights and responsibilities under this Contract, and any attempt to do so shall be void and constitute a material breach of this Contract. 23. Successors and Assigns. Subject to paragraph 22, above, fihis Contract shall be binding on, and shall inure to the benefit of, City and Contractor and their respective successors and assigns. 24. Entire Contract. This Contract contains the entire Contract between City and Contractor respecting the matters set forth herein and supersedes all prior Contracts between City and Contractor respecting such matters. 25. Waivers. No waiver by City or Contractor of any default by the ofiher or of any event, circumstance or condition permitting either to terminate this Contract shall constitute a waiver of any other default or other such event, circumstance or condition, whether of the same or of any other nature or type and whether preceding, concurrent or succeeding; and no failure or delay by either City or Contractor to exercise any right arising by reason of any default by the other shall prevent the exercise of such right while the defaulting party continues in default, and no waiver of any default shall operate as a waiver of any other default or as a modification of this Contract. 26. Remedies Non -Exclusive. No remedy conferred on either party to this Contract shall be exclusive of any other remedy herein or by law provided or Page: 9 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 permitted, but each shall be cumulative and shall be in addition to every other remedy. 27. Governing Law. This Contract shall be governed by, and construed in accordance with, the laws of the State of Colorado. Venue for any action at law or equity shall be Pitkin County. 28. Attorneys' Fees. If either party a Contract shall institute any action or proceeding to enforce any right, remedy or provision contained in this Contract, the prevailing party in such action shall be entitled to receive its attorneys' fees in connection with such action from the non -prevailing party. 29. Severability. Any inoperative, unenforceable invalid without affecting the provision in this Contract, which is held to be or invalid shall be inoperative, unenforceable or remaining provisions, and to this end the provisions of this Contract are declared to be severable. 30. Nondiscrimination. During the performance of fihis Contract, the Contractor agrees as follows: The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, sexual orientation, being handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, sex, age, sexual orientation, handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. Any business #hat enters into a contract for goods or services wi#h the City of Aspen or any of its boards, agencies, or departments shall: a. Implement an employment nondiscrimination policy prohibiting discrimination in hiring, discharging, promoting or demoting, matters of compensation, or any other employment -related decision or benefit on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. b. Not discriminate in the performance of the contract on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. Page: 10 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 The foregoing provisions shall be incorporated in all subcontracts hereunder. 31. Prohibited Interest. No member, officer, or employee of the City of Aspen, Pitkin County or the Town of Snowmass Village shall have any interest, direct or indirect, in this Contract or the proceeds thereof. 32. Warranties Aaai nterest: a. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon a Contract or understanding for a commission, percentage, brokerage, or contingency fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. b. The Contractor agrees not to give any employee or former employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or to any solicitation or proposal therefor. c. It shall be a material breach of the Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a Subcontractor under a contract to the prime Contractor or higher tier Subcontractor or any person associated therewith, as an inducement for the award of a Subcontract or order. The Contractor is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti -kickback" statutes or regulations. 33. 0 extends beyond the calendar obligation by the City beyond appropriated by the City on an annual bans. It is understood that payment under any contract is conditional upon annual appropriation of funds by said governing body and that before providing services, the Contractor, if it so requests, will be advised as to the status of funds appropriated for services or materials and shall not be obligated to provide services or materials for which funds have not been appropriate. 34. Waiver and Amendment. It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations, or covenants can be modified, changed, terminated, or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. nnual Appropriations. If the contract awarded yearI nothing herein shall be construed as ane any amounts that may be, from time to tim, Page: 11 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B-45B8-9A6F-7861092C5359 If any of the provisions of this agreement shall unenforceable it shall not affect or impair the validity, any other provision. 35s be held invalid, illegal, or legality, or enforceability of This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event: that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 36. Addifiional Provisions. In addition to those provisions set forth herein and in the Contract Documents, the parties hereto agree as follows: [ ] No additional provisions are adopted. [X] See Exhibit A below. [X] See attached General Conditions. Section 5.3.2.5 Builder's Risk insurance L4 limit for all improvements above _ground in and vendor from the General conditions. [X] The attached Umbrella Insurance Policy from L.A. Roser has been accepted by City of Aspen to be sufficient. [X] See attached Special Conditions. [ ] See attached Technical Specifications. [X] Performance, Payment, and Maintenance Bonds. [X] Published Request for Proposal. [X] The City will make a deduction from the progress pay application (invoice for work completed) in the amount considered Page; 12 Updated:10/2024 Docusign Envelope ID: C5A2A1 C1-5B4B-45B8-9A6F-7861092C5359 necessary (5%) to protect the interests of the City, pursuant to Section 24-91=103, CRS IN WITNESS WHEREOF, the parties agree herefio have executed this Contract for Construction on the date first above written. CITY OF ASPEN, COLORADO: By: Title: Signed by: [Signature; Pete Strecker City Manager 1/14/2026 � 1:06:47 PM MST Date: DocuSigned by: 32737E149ED5457.11 City Atto rn ey's Office By: Title: PROFESSIONAL: ned by: vow Adam Thomas COO Date: 12/30/2025 � 8:57:10 AM PST Page: 13 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 createdThe existing compressor room and surrounding work area will be scanned, and a -3D model will be forroordination and fabricationap; ■ The model will be reviewed with key personne[for approval and modifications C1 (2) reviews are included, one in person en$er installation, A written pump down precedure �►r°ill �� pro�i€3�� ci Connect water and -drain to condenser so passivation cA Includes setting (2) sump pumps in compressor room Ins"tall new emergency exhaust fan and ductwork so -roofing can be repaired All modifications to the RVsstem Gutside lthecom pressor room will also be coirnpleted Relocate oil cooling tank and pumps for compressors Prefabrication and planning phases ci To limit the onsite scope of work, all available equipment will be delivered to our shop Piping ;be fabricated and fit accordingto the modelcreated After demo is complete the compressor room Will be scanned again and checked against fabrication prior to shipping and install, � Trlp is Se#up.IPump Down/Demo Page: 14 Updated:10/2024 Docusign Envelope ID: C5A2A1C1-5B4B45B8-9A6F-7861092C5359 o After the ammonia and brine are removed from the system the piping and equipment within the compressor room will be removed o Relocate HPR to the new location o Coordinate the concrete pads • Trip 2: Set Equipment and Start Piping o Double check fabrication and make any modifications prior to leaving c, Finish any demo that is needed o Set (2) Alfal Laval PHE with Ui bends on customer provided concrete pads o Set (2) Cold Floor Brine pumps o Set (1) PHE for underfloor warming on aoralt support provided by customer o Set (2) Warming loop pumps on concrete pads provided by customer o Set (2) Balance tanks o Start installing piping Trip 3t Complete Installation 0 Complete piping for ammonia system: ct Complete cold and warm brine piping o Install additional ammonia detection and otherclevices o Pressure test system and complete startup documentation o Insulate piping +� Trip 4: Startup and Punchlist o Install tags and labels o Review controls and sequence ofoperat o0 o charge ammonia and brine backlnto the system o Startup system and check operation CIvsQQut Phase: Provide documentation for.all equipment instal{ed %Complete and provide startup sheets as providedin Addendum Exclusions: • Eledrical and controls (MDunting of devices called out on plans is included) PSMIRMP plan development or modification, including SOP's and moC's • Seismic bracing and associated engineering Structural Steel Concrete Detailed Project Costs. MolorEquipment:.................................................................................................. 223 5D0-m0Q Material:......................................................................................................:......... 233,F792 Q0 Freight: .. ... ..............>...... .. 17 SOO 00 Enginieering, Drafting and Project Management:,.....................:.............::....:..:..... 49 2Of3.Ci0 Construction and Service Labor.._..,._..-•` .::................. ..... .::...................... ........ 3641792M Subsistence: .... ................. ........... ..__ ..._.._.._. ... ..-- 125,7O0.00 Insulation ............... _.........,._......,......>._..,..........._,._:..�...:-----,., ........,...>..,._$ 144jr2D0:iQU Subcontractors (Rentals, Crane, Sheetrnetal, WaterTreatment)..._......................:$ 96,01QM00 Bonds. . 15 500000 Sib=Tbtaii ts�tnaa»ahaatau�auaaaatut��uua��a�aanu�aucautaaaunaaSloane* step naa*utaa�atutraarr+,�? 1,t2711187M Page: 15 Updated:10/2024 Report Claims Immediately by Calling* Speak directly with a claim professional 24 hours a day, 365 days a year *Unless Your Policy Requires Written Notice or Reporting EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE POLICY A Custom Insurance Policy Prepared for: 1-877-828-4132 LOUIS A. ROSER CO. 1975 W. NORTH TEMPLE SALT LAKE CITY UT 84116 President Secretary EU 00 06 08 18 This policy consists of this policy cover, the Policy Declarations and the Policy Forms, and endorsements listed in that declaration form. In return for payment of the premium, we agree with the Named Insured to provide the insurance afforded by this policy. That insurance will be provided by the company indicated as insuring company in the Declarations by the abbreviation of its name. The company listed below (a stock company) has executed this policy, but it is valid only if countersigned on the Declarations by our authorized representative. TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA (TIL) EFFECTIVE DATE: POLICY NUMBER: ISSUE DATE: CUP-9J80871A-25-26 10/15/2025 10/01/2025 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS FORMS ENDORSEMENTS AND SCHEDULE NUMBERSIL T8 01 01 01 UMBRELLA / EXCESS POLICY DECLARATIONS EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE POLICY EU 00 02 09 20 SCHEDULE OF UNDERLYING INSURANCEEU 00 03 08 18 EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCEEU 00 01 07 16 AMENDMENT OF COVERAGE - DEFINITIONSEU 02 34 07 16 NON CUMULATION OF OCCURRENCE LIMITEU 03 46 08 18 COVERAGE FOR FINANCIAL INTEREST IN FOREIGN INSURED ORGANIZATIONS EU 01 44 07 16 CAP LOSSES - CERT ACTS TERRORSM AND EXCLEU 00 07 07 16 CLAIMS BY NAMED INSUREDS AGAINST OTHER NAMED INSUREDS EXCLUSION - COVERAGES A AND B EU 01 46 12 23 NUCLEAR ENERGY LIABILITY EXCLUSION (BROAD FORM) - COVERAGES A AND B EU 02 09 08 18 POLLUTION NOT RELATED TO AUTOS EXCLUSION WITH LIMITED EXCEPTIONS - COVERAGE A EU 02 16 04 20 AIR LIAB EXCL-SERV FOR HIRE LTD EXCEPTEU 03 12 10 20 CONSTRUCTION IDENTIFIED HAZARDS EXCLUSIONS - COVERAGE B EU 03 22 12 23 DISCRIMINATION EXCLUSION - COVERAGE BEU 03 31 08 18 FUNGI OR BACTERIA EXCLUSION - COVERAGE BEU 03 35 09 24 LEAD EXCLUSION - COVERAGE BEU 03 44 08 18 SILICA OR SILICA-RELATED DUST EXCLUSION - COVERAGE BEU 03 63 08 18 INTELLECTUAL PROPERTY EXCLUSION - COVERAGE BEU 04 21 09 21 PFAS EXCLUSION - COVERAGE BEU 04 42 09 22 VIOLATION OF BIOMETRIC INFORMATION PRIVACY LAWS EXCLUSION - COVERAGE B EU 04 44 01 23 UTAH CHANGESEU 00 71 07 21 INTERLINE ENDORSEMENTS FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSUREIL T3 68 01 21 DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US IL T4 05 05 19 IL T8 01 01 01 PAGE:OF 11 POLICY DECLARATIONS EXCESS FOLLOW-FORM AND UMBRELLA POLICY NO.: LIABILITY INSURANCE POLICY ISSUE DATE: INSURING COMPANY: 1.NAMED INSURED AND MAILING ADDRESS: 2.POLICY PERIOD: From to 12:01 A.M. Standard Time at your mailing address. 3.LIMITS OF INSURANCE: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY Occurrence Limit 4.SELF-INSURED RETENTION:any one occurrence or event 5.PREMIUM: $Flat Charge Adjustable (See Premium Schedule) 6.TAXES AND SURCHARGES: 7. 8. 9. NAME AND ADDRESS OF AGENT OR BROKER:COUNTERSIGNED BY: Page 1 of 1© 2019 The Travelers Indemnity Company. All rights reserved.EU 00 02 09 20 COVERAGES LIMITS OF LIABILITY AGGREGATE LIMITS OF LIABILITY General Aggregate Products-Completed Operations Aggregate CRISIS MANAGEMENT SERVICE EXPENSES all Crisis Management Events Authorized Representative DATE: OFFICE: One Tower Square, Hartford, Connecticut 06183 On the effective date shown in Item 2., the Excess Follow-Form And Umbrella Liability Insurance Policy numbered above includes this Declarations Page and any forms and endorsements shown on the Listing Of Forms, Endorsements And Schedule Numbers. If the Schedule Of Underlying Insurance includes any coverage provided on a claims-made basis, then the following disclaimer applies. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. If the Schedule Of Underlying Insurance includes any coverage which includes defense expenses within the limits of liability, then the following disclaimer applies: DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE WITH RESPECT TO SOME OR ALL OF THE COVERAGES PROVIDED. CUP-9J80871A-25-26 10/15/2025 TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA LOUIS A. ROSER CO. 1975 W. NORTH TEMPLE SALT LAKE CITY UT 84116 10/01/2025 $10,000,000 $10,000,000 $10,000,000 $50,000 $10,000 57,397 X ACRISURE NW PARTNERS INS - HE539 19401 40TH AVE W STE 440 LYNNWOOD WA 980365600 DENVER CO 10/01/2026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA POLICY NUMBER:ISSUE DATE:CUP-9J80871A-25-26 10/15/2025 From: Carrier Policy Number to: Policy Period Employee Benefits Liability Limits Of Liability Each Employee Aggregate THE PHOENIX INSURANCE COMPANY CO-9719R155-25 10/01/2025 10/01/2026 $1,000,000 $2,000,000 From: Carrier Policy Number to: Policy Period Commercial General Liability Limits Of Liability THE PHOENIX INSURANCE COMPANY CO-9719R155-25 Personal and Advertising Injury Products-Completed Operations Aggregate General Aggregate Each Occurrence 10/01/2025 10/01/2026 $2,000,000 $2,000,000 $1,000,000 $1,000,000 Limits Of Liability From: Carrier to: Policy Number Policy Period Employers Liability TRAVELERS CASUALTY AND SURETY COMPANY UB-007S780523-25 Bodily Injury By Accident Each Accident Bodily Injury By Disease Policy Limit Bodily Injury By Disease Each Employee *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES 10/01/2025 10/01/2026 $1,000,000* $1,000,000* $1,000,000* OFFICE: © 2018 The Travelers Indemnity Company. All rights reserved.EU 00 03 08 18 ofPage PRODUCER: 1 ACRISURE NW PARTNERS INS 2 DENVER CO 052 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA POLICY NUMBER:ISSUE DATE:CUP-9J80871A-25-26 10/15/2025 Policy Number to: From: Policy Period Carrier Limits Of LiabilityAutomobile Liability TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA 810-006N288391-25 Bodily Injury And Property Damage Combined Single Limit 10/01/2025 10/01/2026 $1,000,000 From: Carrier Policy Number to: Policy Period Limits Of Liability From: Carrier Policy Number to: Policy Period Limits Of Liability OFFICE: © 2018 The Travelers Indemnity Company. All rights reserved.EU 00 03 08 18 ofPage PRODUCER: 2 ACRISURE NW PARTNERS INS 2 DENVER CO 052 UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 22 EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II – WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI – DEFINITIONS. SECTION I – COVERAGES A.COVERAGE A – EXCESS FOLLOW-FORM LIABILITY 1.We will pay on behalf of the insured those sums, in excess of the "applicable underlying limit", that the insured becomes legally obligated to pay as damages to which Coverage A of this insurance applies, provided that the "underlying insurance" would apply to such damages but for the exhaustion of its applicable limits of insurance. If a sublimit is specified in any "underlying insurance", Coverage A of this insurance applies to damages that are in excess of that sublimit only if such sublimit is shown for that "underlying insurance" in the Schedule Of Underlying Insurance. 2.Coverage A of this insurance is subject to the same terms, conditions, agreements, exclusions and definitions as the "underlying insurance", except with respect to any provisions to the contrary contained in this insurance. 3.The amount we will pay for damages is limited as described in SECTION III – LIMITS OF INSURANCE. 4.For the purposes of Paragraph 1. above: a.The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance will be considered to be reduced or exhausted only by the following payments: (1)Payments of judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow-Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess Follow-Form And Umbrella Liability UMBRELLA Page 2 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; (2)Payments of "medical expenses" that are covered by that "underlying insurance" and are incurred for "bodily injury" caused by an accident that takes place during the policy period of this Excess Follow-Form And Umbrella Liability Insurance; or (3)Payments of defense expenses that are covered by that "underlying insurance", only if such "underlying insurance" includes such payments within the limits of insurance. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow- Form And Umbrella Liability Insurance, any such payments for defense expenses that would not be covered by this Excess Follow-Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance". If the applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance is actually reduced or exhausted by other payments, Coverage A of this insurance is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had such limit not been actually reduced or exhausted by such other payments. b.If any "underlying insurance" has a limit of insurance greater than the amount shown for that insurance in the Schedule of Underlying Insurance, this insurance will apply in excess of that greater amount. If any "underlying insurance" has a limit of insurance, prior to any reduction or exhaustion by payment of damages, "medical expenses" or defense expenses described in Paragraph a. above, that is less than the amount shown for that insurance in the Schedule Of Underlying Insurance, this insurance will apply in excess of the amount shown for such insurance in the Schedule Of Underlying Insurance. 5.When the "underlying insurance" applies on a claims-made basis and includes a retroactive date provision, the retroactive date for Coverage A of this insurance is the same as the retroactive date of that "underlying insurance". B.COVERAGE B – UMBRELLA LIABILITY 1.We will pay on behalf of the insured those sums in excess of the "self-insured retention" that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage", "personal injury" or "advertising injury" to which Coverage B of this insurance applies. 2.Coverage B of this insurance applies to "bodily injury" or "property damage" only if: a.The "bodily injury" or "property damage" is caused by an "occurrence" that takes place anywhere in the world; b.The "bodily injury" or "property damage" occurs during the policy period; and c.Prior to the policy period, no insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY, of SECTION II – WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, in whole or in part, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. 3.Coverage B of this insurance applies to "personal injury" or "advertising injury" caused by an offense arising out of your business, but only if the offense was committed during the policy period anywhere in the world. 4.The amount we will pay for damages is limited as described in SECTION III – LIMITS OF INSURANCE. 5."Bodily injury" or "property damage": a.Which occurs during the policy period; and b.Which was not prior to, but was during, the policy period known to have occurred by any insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY of SECTION II – WHO IS AN INSURED, or any "employee" authorized by you to give notice of an "occurrence" or claim; UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 3 of 22 includes any continuation, change or resumption of the "bodily injury" or "property damage" after the end of the policy period. 6."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY, of SECTION II – WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a.Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b.Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c.Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur. 7.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 8.Coverage B of this insurance does not apply to damages covered by any "underlying insurance" or that would have been covered by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. C.COVERAGE C – CRISIS MANAGEMENT SERVICE EXPENSES 1.We will reimburse the insured, or pay on the insured's behalf, "crisis management service expenses" to which Coverage C applies. 2.Coverage C of this insurance applies to "crisis management service expenses" that: a.Arise out of a "crisis management event" that first commences during the policy period; b.Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c.Are submitted to us within 180 days after the "crisis management advisor" advises you that the "crisis management event" no longer exists. 3.A "crisis management event" will be deemed to: a.First commence at the time when any "executive officer" first becomes aware of an "event" or "occurrence" that leads to that "crisis management event"; and b.End when we decide that the crisis no longer exists or when the Crisis Management Service Expenses Limit has been exhausted, whichever occurs first. 4.The amount we will pay for "crisis management service expenses" is limited as described in SECTION III – LIMITS OF INSURANCE. 5.A "self-insured retention" does not apply to "crisis management service expenses". 6.Any payment of "crisis management service expenses" that we make will not be determinative of our obligations under this insurance with respect to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D.DEFENSE AND SUPPLEMENTARY PAYMENTS 1.We will have the right and duty to defend the insured: a.Under Coverage A, against a "suit" seeking damages to which such coverage applies, if: (1)The "applicable underlying limit" is the applicable limit of insurance stated for a policy of "underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES; or (2)The "applicable underlying limit" is the applicable limit of any "other insurance" and such limit has been exhausted by payments of judgments, settlements or medical expenses, or related costs or expenses (if such costs or expenses reduce such limits). For any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance"; or b.Under Coverage B, against a "suit" seeking damages to which such coverage applies. 2.We have no duty to defend any insured against any "suit": a.Seeking damages to which this insurance does not apply; or b.If any other insurer has a duty to defend. UMBRELLA Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 3.When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4.Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5.We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a.All expenses we incur. b.The cost of: (1)Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2)Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. c.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d.All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f.All interest that accrues on the full amount of any judgment after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A – EXCESS FOLLOW- FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B – UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II – WHO IS AN INSURED A.COVERAGE A – EXCESS FOLLOW-FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1.The Named Insured shown in the Declarations; and 2.Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a.The limits of insurance afforded to such person or organization will be: (1)The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or (2)The limits of insurance of this policy; whichever is less; and b.Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". B.COVERAGE B – UMBRELLA LIABILITY With respect to Coverage B: 1.The Named Insured shown in the Declarations is an insured. 2.If you are: a.An individual, your spouse is also an insured, but only with respect to the conduct of a business of which you are the sole owner. UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 5 of 22 b.A partnership or joint venture, your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, your members are also insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, your "officers" and directors are also insureds, but only with respect to their duties as your "officers" or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, your trustees are also insureds, but only with respect to their duties as trustees. 3.Each of the following is also an insured: a.Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2)"Property damage" to property: (a)Owned, occupied or used by; or (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees" or "volunteer workers", any of your partners or members (if you are a partnership or joint venture), or any of your members (if you are a limited liability company). b.Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c.Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. 4.Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you UMBRELLA Page 6 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage for such organization does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or formed the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Paragraph B. of SECTION II – WHO IS AN INSURED. C.COVERAGE C – CRISIS MANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1.The Named Insured shown in the Declarations. 2.Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period. No such organization is an insured or will qualify as a Named Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage for such organization does not apply to "crisis management service expenses" arising out of a "crisis management event" that occurred before you acquired or formed the organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed the organization. No person or organization is an insured or will qualify as a Named Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III – LIMITS OF INSURANCE A.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay for the amounts described below to which this insurance applies regardless of the number of: 1.Insureds; 2.Claims made or "suits" brought; 3.Number of vehicles involved; 4.Persons or organizations making claims or bringing "suits"; or 5.Coverages provided under this insurance. As indicated in Paragraph D.1. of SECTION I – COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance". B.The General Aggregate Limit is the most we will pay for the sum of all: 1.Damages; and 2.Defense expenses if such expenses are within the limits of insurance of this policy; except: UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 7 of 22 1.Damages and defense expenses because of "bodily injury" or "property damage" included in the "auto hazard"; 2.Damages and defense expenses because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; or 3.Damages and defense expenses for which insurance is provided under any Aircraft Liability coverage included as "underlying insurance" to which no aggregate limit applies. C.The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all: 1.Damages; and 2.Defense expenses if such expenses are within the limits of insurance of this policy; because of "bodily injury" or "property damage" included in the "products-completed operations hazard". D.Subject to Paragraph B. or C. above, whichever applies, the Occurrence Limit is the most we will pay for the sum of all: 1.Damages, and defense expenses if such expenses are within the limits of insurance of this policy, under Coverage A arising out of any one "event" to which the "underlying insurance" applies a limit of insurance that is separate from any aggregate limit of insurance; and 2.Damages under Coverage B because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence". For the purposes of determining the applicable Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". E.The Crisis Management Service Expenses Limit is the most we will pay for the sum of all "crisis management service expenses" arising out of all "crisis management events". Payment of such "crisis management service expenses" is in addition to, and will not reduce, any other limit of insurance of this policy. F.The limits of insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. If the policy period is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the limits of insurance. SECTION IV – EXCLUSIONS This insurance does not apply to: A.With respect to Coverage A and Coverage B: 1.Asbestos a.Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the damages are caused or contributed to by the hazardous properties of asbestos. b.Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any damages described in Paragraph a. above. c.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (2)Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. 2.Employment-Related Practices Damages because of injury to: a.A person arising out of any: (1)Refusal to employ that person; (2)Termination of that person's employment; or (3)Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment, applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is UMBRELLA Page 8 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 committed before, during or after the time of that person's employment; or b.The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1), (2) or (3) above. This exclusion applies: a.Whether the insured may be liable as an employer or in any other capacity; and b.To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3.ERISA, COBRA And Similar Laws Any obligation of the insured under: a.The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b.The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c.Any similar common or statutory law of any jurisdiction. 4.Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. 5.Nuclear Material Damages arising out of: a.The actual, alleged or threatened exposure of any person or property to; or b.The "hazardous properties" of; any "nuclear material". As used in this exclusion: a."Hazardous properties" includes radioactive, toxic or explosive properties; b."Nuclear material" means "source material", "special nuclear material" or "by- product material"; and c."Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6.Uninsured or Underinsured Motorists, No- Fault And Similar Laws Any liability imposed on the insured, or the insured's insurer, under any of the following laws: a.Uninsured motorists; b.Underinsured motorists; c.Auto no-fault or other first-party personal injury protection (PIP); d.Supplementary uninsured/underinsured motorists (New York); or e.Medical expense benefits and income loss benefits (Virginia). 7.War Damages arising out of: a.War, including undeclared or civil war; or b.Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c.Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 8.Workers Compensation And Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. B.With respect to Coverage B: 1.Expected Or Intended Bodily Injury Or Property Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2.Contractual Liability "Bodily injury", "property damage", "personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3.Liquor Liability "Bodily injury" or "property damage" for which any insured may be liable by reason of: a.Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises for consumption on your premises; UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 9 of 22 b.The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c.Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. 4.Employers Liability "Bodily injury" to: a.An "employee" of the insured arising out of and in the course of: (1)Employment by the insured; or (2)Performing duties related to the conduct of the insured's business; or b.The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury" described in Paragraph a. above. This exclusion applies: a.Whether the insured may be liable as an employer or in any other capacity; and b.To any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". 5.Pollution a."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". b.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2)Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 6.Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. 7.Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any "auto". This exclusion does not apply to "bodily injury" or "property damage" caused by an "occurrence" that takes place outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. 8.Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to a watercraft: a.While ashore on premises owned by or rented to any insured; or b.That is 50-feet long or less and that: (1)You own; or UMBRELLA Page 10 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 (2)You do not own and is not being used to carry any person or property for a charge. 9.Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10.Damage To Property, Products Or Work "Property damage" to: a.Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b.Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c.Property loaned to you; d.Personal property in the care, custody or control of the insured; e.That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations if the "property damage" arises out of those operations; f.That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; g."Your product" arising out of "your product" or any part of it; or h."Your work" arising out of "your work" or any part of it and included in the "products- completed operations hazard". 11.Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property", or property that has not been physically injured, arising out of: a.A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b.A delay or failure by you, or anyone acting on your behalf, to fulfill the terms of a contract or agreement. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 12.Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a."Your product"; b."Your work"; or c."Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 13.Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14.Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15.Access Or Disclosure Of Confidential Or Personal Information "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. 16.Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". 17.Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 11 of 22 18.Material Published Or Used Prior To Policy Period a."Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b."Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. 19.Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the insured. 20.Breach Of Contract "Personal injury" or "advertising injury" arising out of a breach of contract. 21.Quality Or Performance Of Goods – Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". 22.Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". 23.Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: a.Copyright; b.Patent; c.Trade dress; d.Trade name; e.Trademark; f.Trade secret; or g.Other intellectual property rights or laws. This exclusion does not apply to: a."Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b.Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". 24.Insureds In Media And Internet Type Business "Personal injury" or "advertising injury" arising out of an offense committed by an insured whose business is: a.Advertising, "broadcasting" or publishing; b.Designing or determining content of web- sites for others; or c.An Internet search, access, content or service provider. This exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: a.Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and b.The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. 25.Electronic Chatrooms Or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. 26.Unauthorized Use Of Another's Name Or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. C.With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses" arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred prior to the date you acquired or formed that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis UMBRELLA Page 12 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 management event" after the date you acquired or formed such organization. SECTION V – CONDITIONS A.APPEALS 1.If the insured or the insured's "underlying insurer" elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self-insured retention", we may do so. 2.If we appeal such a judgment, we will pay all costs of the appeal. These payments will not reduce the applicable limits of insurance. In no event will our liability exceed the applicable limit of insurance. B.BANKRUPTCY 1.Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2.In the event of bankruptcy or insolvency of any "underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying insurer's" policy, and this insurance will apply as if such "underlying insurer" had not become bankrupt or insolvent. C.CANCELLATION 1.The first Named Insured shown in the Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this insurance by mailing or delivering to such first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b.60 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to such first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. D.CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E.CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I – COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F.DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1.You must see to it that we are notified as soon as practicable of an "event" or "occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a.How, when and where the "event" or "occurrence" took place; b.The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c.The nature and location of any injury or damage arising out of the "event" or "occurrence". 2.If a claim is made or "suit" is brought against any insured which may result in a claim under this insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3.With respect to Coverage A, the insured must: a.Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b.Comply with the terms of the "underlying insurance"; and c.Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 13 of 22 this policy or any policy of "underlying insurance". 4.With respect to Coverage B, the insured must: a.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b.Authorize us to obtain necessary records and other information; c.Cooperate with us in the investigation, settlement or defense of any claim or "suit"; and d.Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which Coverage B may apply. 5.No insured will, except at that insured's own expense, voluntarily make a payment, assume any obligation, make any admission or incur any expense, other than for first aid for "bodily injury" covered by this insurance, without our consent. 6.Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your insurance or risk manager, or anyone working in the capacity as your insurance or risk manager, or anyone you designate with the responsibility of reporting an "event", "occurrence", claim or "suit": a.Has received notice of such "event", "occurrence", claim or "suit" from such agent, servant or "employee"; or b.Otherwise has knowledge of such "event", "occurrence", claim or "suit". G.DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1.Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2.Provide written notice of the "crisis management event" as soon as practicable. To the extent possible, notice should include: a.How, when and where that "crisis management event" took place; b.The names and addresses of any persons or organizations sustaining injury, damage or loss, and the named and addresses of any witnesses; c.The nature and location of any injury or damage arising out of that "crisis management event"; and d.The reason that "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self- insured retention" and involve regional or national media coverage. H.EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this insurance: 1.At any time during the policy period; 2.Up to three years after the end of the policy period; and 3.Within one year after final settlement of all claims under this insurance. I.EXTENDED REPORTING PERIOD OPTION 1.When the "underlying insurance" applies on a claims-made basis, any automatic or basic "extended reporting period" in such "underlying insurance" will apply to this insurance. 2.When the "underlying insurance" applies on a claims-made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to this insurance only if: a.A written request to purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; b.You have paid all premiums due for this policy at the time you make such request; c.You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and UMBRELLA Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 d.That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3.Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4.Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J.INSPECTIONS AND SURVEYS 1.We have the right but are not obligated to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. K.LEGAL ACTION AGAINST US 1.No person or organization has a right under this insurance: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this insurance unless all of its terms have been fully complied with. 2.A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a.Are not payable under the terms of this insurance; or b.Are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L.MAINTENANCE OF UNDERLYING INSURANCE 1.The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow- Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2.The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a.Coverage; b.Limits of insurance; c.Termination of any coverage; or d.Exhaustion of aggregate limits. 3.If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". M.OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 15 of 22 1.This insurance will apply before any "other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2.This insurance is still excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N.PREMIUM 1.The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2.If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3.If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4.Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II – WHO IS AN INSURED. O.PREMIUM AUDIT The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. P.PROHIBITED COVERAGE – UNLICENSED INSURANCE 1.With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2.We do not assume responsibility for: a.The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b.The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Q.PROHIBITED COVERAGE – TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 1.Any trade or economic sanction under any law or regulation of the United States of America; or 2.Any other applicable trade or economic sanction, prohibition or restriction. R.REPRESENTATIONS By accepting this insurance, you agree: 1.The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2.Those statements are based upon representations you made to us; and 3.We have issued this insurance in reliance upon your representations. S.SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: 1.As if each Named Insured were the only Named Insured; and 2.Separately to each insured against whom claim is made or "suit" is brought. T.WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1.If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the UMBRELLA Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 execution of that contract or agreement by such insured. 2.Reimbursement of any amount recovered will be made in the following order: a.First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b.Next, to us; and c.Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3.Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U.TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1.Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2.If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. V.UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W.WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1.The insured's liability is established by: a.A court decision; or b.A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2.The amount of the "applicable underlying limit" or "self-insured retention" is paid by or on behalf of the insured. SECTION VI – DEFINITIONS A.With respect to all coverages of this insurance: 1."Applicable underlying limit" means the sum of: a.The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES; and b.The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a.The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b.The "underlying insurer" becomes bankrupt or insolvent. 2."Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. 3."Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4."Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. 5."Extended reporting period" means any period of time, starting with the end of the policy period of your claims-made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6."Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. 7."Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of: a.Another insurance company; b.Us or any of our affiliated insurance companies; c.Any risk retention group; UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 17 of 22 d.Any self-insurance method or program, in which case the insured will be deemed to be the provider of such insurance; or e.Any similar risk transfer or risk management method. "Other insurance" does not include: a.Any "underlying insurance"; or b.Any policy of insurance specifically purchased to be excess of the limits of insurance of this policy shown in the Declarations. 8."Products-completed operations hazard": a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a)When all the work called for in your contract has been completed; (b)When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused materials; or (3)Products or operations for which the classification listed in a policy of Commercial General Liability "underlying insurance" states that products-completed operations are subject to the General Aggregate Limit. 9."Suit" means a civil proceeding which alleges damages. "Suit" includes: a.An arbitration proceeding in which damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding to which the insured submits with our consent. 10."Underlying insurance": a.Means the policy or policies of insurance listed in the Schedule Of Underlying Insurance. b.Includes any renewal or replacement of such policies if such renewal or replacement is during the policy period of this Excess Follow-Form And Umbrella Liability Insurance. c.Does not include any part of the policy period of any of the policies described in Paragraphs a. or b. above that began before, or that continues after, the policy period of this Excess Follow-Form And Umbrella Liability Insurance. 11."Underlying insurer" means any insurer which provides a policy of insurance listed in the Schedule Of Underlying Insurance. B.With respect to Coverage B and, to the extent that the following terms are not defined in the "underlying insurance", to Coverage A: 1."Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2."Advertising injury": UMBRELLA Page 18 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 a.Means injury, other than "personal injury", caused by one or more of the following offenses: (1)Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2)Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a)Appropriates a person's name, voice, photograph or likeness; or (b)Unreasonably places a person in a false light; or (3)Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b.Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3."Auto" means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4."Bodily injury" means: a.Physical harm, including sickness or disease, sustained by a person; or b.Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5."Broadcasting" means transmitting any audio or visual material for any purpose: a.By radio or television; or b.In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1)Radio or television programming being transmitted; (2)Other entertainment, educational, instructional, music or news programming being transmitted; or (3)Advertising transmitted with any such programming. 6."Consumer financial identity information" means any of the following information for a person that is used or collected for the purpose of serving as a factor in establishing such person's eligibility for personal credit, insurance or employment or for the purpose of conducting a business transaction: a.Part or all of the account number, the expiration date or the balance of any credit, debit, bank or other financial account; b.Information bearing on a person's credit worthiness, credit standing or credit capacity; c.Social security number; d.Driver's license number; or e.Birth date. 7."Consumer financial protection law" means: a.The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair and Accurate Credit Transactions Act (FACTA); b.California's Song-Beverly Credit Card Act and any of its amendments; or c.Any other law or regulation that restricts or prohibits the collection, dissemination, transmission, distribution or use of "consumer financial identity information". 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 10."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 19 of 22 b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 11."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 12."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 13."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads. b.Vehicles maintained for use solely on or next to premises you own or rent. c.Vehicles that travel on crawler treads. d.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers. e.Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers. f.Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 14."Occurrence" means: a.With respect to "bodily injury" or "property damage": (1) An accident, including continuous or repeated exposure to substantially the same general harmful conditions, which results in "bodily injury" or "property damage". All "bodily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one "occurrence"; or (2)An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care services; UMBRELLA Page 20 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 b.With respect to "personal injury", an offense arising out of your business that results in "personal injury". All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits"; and c.With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits". 15."Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16."Personal injury": a.Means injury, other than "advertising injury", caused by one or more of the following offenses: (1)False arrest, detention or imprisonment; (2)Malicious prosecution; (3)The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4)Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5)Oral or written publication, including publication by electronic means, of material that: (a)Appropriates a person's name, voice, photograph or likeness; or (b)Unreasonably places a person in a false light. b.Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 18."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 19."Self-insured retention" is the greater of: a.The amount shown in the Declarations which the insured must first pay under Coverage B for damages because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence"; or b.The applicable limit of insurance of any "other insurance" that applies. 20."Slogan": a.Means a phrase that others use for the purpose of attracting attention in their advertising. b.Does not include a phrase used as, or in, the name of: (1)Any person or organization other than you; or (2)Any business, or any of the premises, goods, products, services or work, of any person or organization other than you. UMBRELLA EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.Page 21 of 22 21."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 22."Title" means the name of a literary or artistic work. 23."Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24."Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. C.With respect to Coverage C: 1."Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with a "crisis management event". 2."Crisis management event" means an "event" or "occurrence" that your "executive officer" reasonably determines has resulted, or may result, in: a.Damages covered by this Coverage A or Coverage B that are in excess of the total applicable limits of the "underlying insurance" or "self-insured retention"; and b.Significant adverse regional or national media coverage. 3."Crisis management service expenses" means amounts incurred by you, after a "crisis management event" first commences and before such event ends: a.For the reasonable and necessary: (1)Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for a "crisis management event"; and (2)Costs for printing, advertising, mailing of materials or travel by your directors, officers, employees or agents or a "crisis management advisor" solely for a "crisis management event"; and b.For the following expenses resulting from such "crisis management event", provided that such expenses have been approved by us: (1)Medical expenses; (2)Funeral expenses; (3)Psychological counseling; (4)Travel expenses; (5)Temporary living expenses; (6)Expenses to secure the scene of a "crisis management event"; or (7)Any other expenses pre-approved by us. UMBRELLA Page 22 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 4."Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5."Executive officer" means your: a.Chief Executive Officer; b.Chief Operating Officer; c.Chief Financial Officer; d.President; e.General Counsel; f.General partner (if you are a partnership); or g.Sole proprietor (if you are a sole proprietorship); or any person acting in the same capacity as any individual listed above. Page 1 of 1EU 02 34 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF COVERAGE – DEFINITIONS This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA The following replaces the introduction to Paragraph B. of SECTION VI – DEFINITIONS: With respect to Coverages B and C and, to the extent that the following terms are not defined in the "underlying insurance", to Coverage A: UMBRELLA © 2017 The Travelers Indemnity Company. All rights reserved.EU 03 46 08 18 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON CUMULATION OF OCCURRENCE LIMIT This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE PROVISIONS 1.The following is added to Paragraph D. of SECTION III – LIMITS OF INSURANCE: Non cumulation of Occurrence Limit – If the following arise out of any one "event": a.Damages, or defense expenses if such expenses are within the limits of insurance of this policy, to which this Excess Follow-Form And Umbrella Liability Insurance applies; and b.Damages to which Excess Follow-Form And Umbrella Liability Insurance, or any other umbrella or excess liability coverage, included in one or more prior or future policies issued to you by us, or any of our affiliated insurance companies, or defense expenses if such expenses are within the limits of insurance of such policy, applies; this policy's Occurrence Limit applicable to that "event" also will be reduced by the amount of each payment made for the damages and defense expenses described in Paragraph b. above by us or any of our affiliated insurance companies under, and within the applicable limit of insurance of, each such other policy. If a Non cumulation of Personal and Advertising Injury Limit or a Non cumulation of Each Occurrence Limit provision in any such prior policy refers to a COMMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE policy, this Excess Follow-Form And Umbrella Liability Insurance will be deemed to be a COMMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE policy for the purposes of each such provision. 2.The following is added to the definition of "other insurance" in Paragraph A. of SECTION VI – DEFINITIONS: "Other insurance" also does not include insurance that is provided by, through or on behalf of us or any of our affiliated insurance companies when the Non cumulation of Occurrence Limit provision of Paragraph D. of SECTION III – LIMITS OF INSURANCE applies. 3.The following is added to Paragraph 4. in Paragraph A., COVERAGE A – EXCESS FOLLOW-FORM LIABILITY, of SECTION I – COVERAGES: For the purposes of Paragraph a.(1) above, payments of judgments or settlements for damages that would have been covered by "underlying insurance", but are not only because of an Amendment – Non Cumulation Of Each Occurrence Limit Of Liability and Non Cumulation Of Personal and Advertising Injury Limit endorsement in that "underlying insurance" will be deemed to be payments of judgments or settlements for damages that are covered by that "underlying insurance". For the purposes of Paragraph a.(3) above, payments of defense expenses that would have been covered by that "underlying insurance", but are not only because of an Amendment – Non Cumulation Of Each Occurrence Limit Of Liability and Non Cumulation Of Personal and Advertising Injury Limit endorsement in that "underlying insurance" will be deemed to be payments of defense expenses that are covered by that "underlying insurance". © 2016 The Travelers Indemnity Company. All rights reserved.EU 01 44 07 16 Page 1 of 2 UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGE FOR FINANCIAL INTEREST IN FOREIGN INSURED ORGANIZATIONS This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE PROVISIONS 1.The following is added to Paragraph A., COVERAGE A – EXCESS FOLLOW-FORM LIABILITY, and Paragraph B., COVERAGE B – UMBRELLA LIABILITY, of SECTION I – COVERAGES: If a "foreign loss" is incurred by a "foreign insured organization", or by any other insured for whom such "foreign insured organization" is liable, we will reimburse the first Named Insured, or any other Named Insured that is not a "foreign insured organization", for such "foreign loss" because of its "financial interest" in that "foreign insured organization". For purposes of this insurance, amounts we reimburse under: a.Paragraph a. of the definition of "foreign loss" will be deemed to be sums that such Named Insured becomes legally obligated to pay as damages under this policy; and b.Paragraph b. of the definition of "foreign loss" will be deemed to be payments we make under Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, in SECTION I – COVERAGES. 2.The following is added to SECTION V – CONDITIONS: DUTIES IN THE EVENT OF A CLAIM OR SUIT FOR FOREIGN LOSS If a claim or "suit" for "foreign loss" is made or brought against a "foreign insured organization", or any other insured for whom such "foreign insured organization" is liable, the first Named Insured must: 1.Arrange to investigate and defend such claim or "suit"; 2.Notify us in writing in advance of any proposed settlement of such claim or "suit"; and 3.Comply with all other conditions of this insurance as if such claim or "suit" were made or brought against any insured that is not a "foreign insured organization". 3.The following is added to Paragraph A. of SECTION VI – DEFINITIONS: "Financial interest" means the insurable interest in a "foreign insured organization" because of: a.Sole ownership of, or majority ownership interest in, such "foreign insured organization", either directly or through one or more intervening subsidiaries; b.Indemnification of, or an obligation to indemnify: (1)Such "foreign insured organization"; or (2)Any other insured for whom such "foreign insured organization" is liable; for a "foreign loss"; or c.An obligation to obtain insurance for such "foreign insured organization". "Foreign insured organization" means any organization that: a.Is an insured under SECTION II – WHO IS AN INSURED; and b.Is located in a country or jurisdiction in which we are not licensed to provide this insurance and where providing this insurance would violate the laws or regulations of such country or jurisdiction. "Foreign loss" means: a.Sums, in excess of the "applicable underlying limit" or "self-insured retention", that an insured becomes legally obligated to pay as damages because of loss to which the insurance provided under this policy would have applied; or b.Payments described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS in SECTION I – COVERAGES that we would have made with respect to any claim or "suit" against an insured: © 2016 The Travelers Indemnity Company. All rights reserved.Page 2 of 2 EU 01 44 07 16 UMBRELLA (1)That we would have defended, investigated or settled; or (2)For which we would have paid our part of a judgment; but for the fact that such insured is located in any country or jurisdiction in which we are not licensed to provide this insurance and where providing this insurance would violate the laws or regulations of such country or jurisdiction. UMBRELLA POLICY NUMBER:ISSUE DATE: Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 2EU 00 07 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM AND EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE CERTIFIED ACTS OF TERRORISM SELF-INSURED RETENTION SCHEDULE Self-Insured Retention For Certified Acts Of Terrorism:$Each Occurrence PROVISIONS 1.The following is added to SECTION I – COVERAGES: If aggregate insured losses attributable to "certified acts of terrorism" exceed $100 billion in a calendar year and we have met our insurer deductible under "TRIA", we will not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case, insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. 2.With respect to COVERAGE B – UMBRELLA LIABILITY for any "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of a "certified act of terrorism": a.The following replaces Paragraph 1. in Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I – COVERAGES: 1.We will have the right, but not the duty, to defend the insured under COVERAGE B – UMBRELLA LIABILITY against a "suit" seeking damages to which such coverage applies. b.The following replaces the definition of "self- insured retention" in Paragraph B. of SECTION VI – DEFINITIONS: "Self-insured retention" means the Self- Insured Retention For Certified Acts Of Terrorism shown in the Certified Acts Of Terrorism Self-Insured Retention Schedule which the insured must first pay under Coverage B for damages because of all any "bodily injury", "property damage", "personal injury" or "advertising injury" included in any one "occurrence". If no entry appears in the Certified Acts Of Terrorism Self-Insured Retention Schedule, the Self-Insured Retention For Certified Acts Of Terrorism is deemed to be $1,000,000. 3.The following exclusion is added to Paragraph A. of SECTION IV – EXCLUSIONS: Acts Of Terrorism Committed Outside The United States Damages arising out of any "act of terrorism" that is committed outside the United States of America (including its territories and possessions) and Puerto Rico. This exclusion does not apply to damages arising out of any "act of terrorism" that results in loss occurring to: (1)An air carrier (as defined in Section 40102 of title 49, United States Code) or a United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States); or (2)The premises of any United States mission. 4.The following is added to Paragraph A. of SECTION VI – DEFINITIONS: "Act of terrorism" means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in CUP-9J80871A-25-26 10/15/2025 10,000 UMBRELLA Includes copyrighted material of Insurance Services Office, Inc. with its permission EU 00 07 07 16Page 2 of 2 © 2016 The Travelers Indemnity Company. All rights reserved. accordance with the provisions of "TRIA", to be an act of terrorism pursuant to "TRIA". The criteria contained in "TRIA" for a "certified act of terrorism" include the following: a.The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to "TRIA"; and b.The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. "TRIA" means the federal Terrorism Risk Insurance Act of 2002 as amended. UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CLAIMS BY NAMED INSUREDS AGAINST OTHER NAMED INSUREDS EXCLUSION – COVERAGES A AND B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE EU 01 46 12 23 Page 1 of 1© 2023 The Travelers Indemnity Company. All rights reserved. PROVISIONS 1.The following exclusion is added to Paragraph A. of SECTION IV – EXCLUSIONS: Claims By Named Insureds Against Other Named Insureds Any claim by any Named insured against another Named insured. 2.The following replaces the introductory phrase of Paragraph S., SEPARATION OF INSUREDS, of SECTION V – CONDITIONS: Except with respect to the Limits of Insurance, the Claims By Named Insureds Against Other Named Insureds exclusion, and any rights or duties specifically assigned in this policy to the first Named insured shown in the Declarations, this insurance applies: EU 02 09 08 18 Page 1 of 2© 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION (BROAD FORM) – COVERAGES A AND B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA PROVISIONS 1.The following replaces Exclusion 5., Nuclear Material, in Paragraph A. of SECTION IV – EXCLUSIONS: Nuclear Energy Liability (Broad Form) a.Under any Liability Coverage, to "bodily injury" or "property damage": (1)With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2)Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b.Under any Medical Payments coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. c.Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazardous properties" of "nuclear material" if: (1)The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an insured or (b) has been discharged or dispersed therefrom; (2)The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an insured; or (3)The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. 2.The following is added to Paragraph A. of SECTION VI – DEFINITIONS: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "special nuclear material" or "by-product material". "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". EU 02 09 08 18Page 2 of 2 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. UMBRELLA "Nuclear facility" means: a.Any "nuclear reactor"; b.Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packaging "waste"; c.Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or d.Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste". and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioactive contamination of property. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLLUTION NOT RELATED TO AUTOS EXCLUSION WITH LIMITED EXCEPTIONS – COVERAGE A This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA EU 02 16 04 20 © 2020 The Travelers Indemnity Company. All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. PROVISIONS 1.The following replaces Paragraph 4.a.(1) of Paragraph A., COVERAGE A – EXCESS FOLLOW-FORM LIABILITY, of SECTION I – COVERAGES: (1)Payments of: (a)Judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow-Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess Follow-Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; or (b)Judgments or settlements for any cost or expense to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or assess the effects of, "pollutants" that is covered by that "underlying insurance" if it is Commercial General Liability "underlying insurance" issued by us, or any of our affiliated insurance companies, and an endorsement that provides coverage for such cost or expense is a part of that “underlying insurance”. A governmental ruling or order that has imposed liability for such cost or expense will be deemed to be a judgment. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow-Form And Umbrella Liability Insurance, any such payments that would not be covered by this Excess Follow-Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance". 2.With respect to COVERAGE A – EXCESS FOLLOW FORM LIABILITY, the following exclusion is added to SECTION IV – EXCLUSIONS: Pollution Not Related To Autos a.Damages arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". However, this Paragraph a. does not apply to: (1)Any of the following arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured: (a)"Bodily injury" sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the building's occupants or their guests; (b)"Bodily injury" or "property damage" for which you may be held liable, if: (i)That premises, site or location is owned by, or rented to, any "specified additional insured" and is not and never was owned or occupied by, or rented or loaned to, any other insured; and (ii)Such "pollutants" are not brought on or to such premises, site or location in connection with operations being performed on such premises, site or location by any insured or any contractor or subcontractor working directly or indirectly on any insured's behalf; or UMBRELLA (c)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (2)Any of the following arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at or from any premises, site or location that is not and was not at any time owned or occupied by, or rented or loaned to any insured, other than any "specified additional insured", and on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations: (a)"Bodily injury" or "property damage" arising out of "pollutants" that are not brought on or to such premises, site or location in connection with such operations by such insured, contractor or subcontractor; (b)"Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to such premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (c)"Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (d)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (3)"Bodily injury" or "property damage" included in the "products-completed operations hazard"; or (4)"Bodily injury" or "property damage" included in the "auto hazard". The exceptions in Paragraphs (1), (2) and (3) above do not apply to "bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1)At or from any premises, site or location which is or was at any time used by or for any insured or any other person or organization for the handling, storage, disposal, processing or treatment of waste; (2)If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of or processed as waste by or for: (a)Any insured; or (b)Any person or organization for whom any insured may be legally responsible; or (3)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". b.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2)Claim or suit by or for any governmental authority or any other person or organization arising out of the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Page 2 of 3 © 2020 The Travelers Indemnity Company. All rights reserved.EU 02 16 04 20 Includes copyrighted material of Insurance Services Office, Inc. with its permission. UMBRELLA EU 02 16 04 20 © 2020 The Travelers Indemnity Company. All rights reserved.Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. However, this Paragraph b. does not apply to "bodily injury" or "property damage" included in the "auto hazard". 3.The following is added to Paragraph A. of SECTION VI – DEFINITIONS: "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. "Specified additional insured" means the owner or lessee of a premises, site or location that has been added to your Commercial General Liability "underlying insurance" as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location if you are a contractor and if such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured. 4.The definition of "pollutants" (including the statement in it that waste includes materials to be recycled, reconditioned or reclaimed) in Paragraph B. of SECTION VI – DEFINITIONS is deleted from that Paragraph B. and is added to Paragraph A. of SECTION VI – DEFINITIONS. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AIRCRAFT LIABILITY EXCLUSION INCLUDING SERVICE FOR HIRE WITH LIMITED EXCEPTION FOR UNMANNED AIRCRAFT – COVERAGES A AND B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA EU 03 12 10 20 © 2020 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 PROVISIONS 1.The following exclusion is added to Paragraph A. of SECTION IV – EXCLUSIONS: Aircraft Damages arising out of the ownership, maintenance, use or entrustment to others of any aircraft. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "event" which caused the damages involved the ownership, maintenance, use or entrustment to others of any aircraft. This exclusion does not apply to liability assumed under any contract or agreement. With respect to Coverage A, this exclusion also does not apply to any "unmanned aircraft". 2.Exclusion 6., Aircraft, in Paragraph B. of SECTION IV – EXCLUSIONS is deleted. 3.The following is added to Paragraph A. of SECTION VI – DEFINITIONS: "Unmanned aircraft" means an aircraft that is not designed, manufactured or modified after it is manufactured, to be controlled directly by a person from within or on the aircraft. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSTRUCTION IDENTIFIED HAZARDS EXCLUSIONS – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE EU 03 22 12 23 © 2023 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission. UMBRELLA PROVISIONS 1.The following exclusions are added to Paragraph B. of SECTION IV – EXCLUSIONS: Architectural, Engineering Or Surveying Professional Services "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of providing or failing to provide any "professional services" by or on behalf of any insured, but only with respect to any of the following operations: a.Providing, or hiring any independent professional to provide, any architectural, engineering or surveying service to others in any insured's capacity as an architect, engineer or surveyor; or b.Providing, or hiring any independent professional to provide, any architectural, engineering or surveying service in connection with construction work any insured performs. Construction Management Errors And Omissions "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of: a.The preparing, approving, or failure to prepare or approve, any map, shop drawing, opinion, report, survey, field order, change order or drawing and specification by any architect, engineer or surveyor performing services on a project on which you serve as construction manager; or b.Inspection, supervision, quality control or engineering services done by or for you on a project on which you serve as construction manager. This exclusion does not apply to "bodily injury" or "property damage" due to construction or demolition work done by you, your "employees" or your subcontractors. Exterior Insulation And Finish System "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of: a.The design, manufacture, construction, fabrication, distribution, sale, preparation, installation, application, maintenance or repair, including remodeling, service, correction or replacement, of any "exterior insulation and finish system" (commonly referred to as synthetic stucco or EIFS) or any part thereof, or any substantially similar system or any part thereof, including the application or use of any conditioner, primer, accessory, flashing, coating, caulking or sealant in connection with such a system; or b."Your product" or "your work" with respect to any exterior component, fixture or feature of any structure if an "exterior insulation and finish system", or any substantially similar system, is used on any part of that structure. Residential Construction "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of "your work" on or for any project that in whole or in part, is or will become any: a.Single-family housing; b.Multi-family housing; c.Residential apartment; d.Residential condominium; or e.Assisted living facility. Wrap-Up Insurance Program Bodily injury" or "property damage" arising out of any project that is or was subject to a "wrap-up insurance program". EU 03 22 12 23© 2023 The Travelers Indemnity Company. All rights reserved.Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission. UMBRELLA 2.The following is added to Paragraph B. of SECTION VI – DEFINITIONS: "Exterior insulation and finish system" means an exterior cladding or finish system used on any part of any structure and consisting of: a.A rigid or semi rigid insulation board made of expanded polystyrene or other materials; b.The adhesive or mechanical fasteners used to attach the insulation board to the substrate; c.A reinforced base coat; and d.A finish coat providing surface texture and color. "Professional services": a.Includes: (1)Preparing, approving, or failing to prepare or approve, any map, shop drawing, opinion, report, survey, field order or change order, or preparing, approving, or failing to prepare or approve, any drawing or specification; and (2)Any supervisory or inspection activity performed as part of any related architectural, or engineering or surveying activity. b.Does not include any service within construction means, methods, techniques, sequences and procedures employed by you in connection with your operations in your capacity as a construction contractor. "Wrap-up insurance program" means any agreement or arrangement, including any contractor-controlled, owner-controlled or similar insurance program, under which: a.Some or all of the contractors working on a specific project, or specific projects, are required to enroll in a program to obtain insurance that: (1)Includes liability insurance; and (2)Is issued specifically for injury or damage arising out of such project or projects; and b.You are or were enrolled or allowed to enroll. Page 1 of 1EU 03 31 08 18 © 2017 The Travelers Indemnity Company. All rights reserved. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DISCRIMINATION EXCLUSION – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE The following exclusion is added to Paragraph B. of SECTION IV – EXCLUSIONS: Discrimination "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of discrimination based upon a person's sex, sexual orientation, marital status, pregnancy, race, color, creed, religion, national origin, citizenship, veteran status, age, genetic information or physical or mental disability, or any other characteristic, attribute, trait, condition or status that qualifies a person for protection against discrimination under federal, state or local law. UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FUNGI OR BACTERIA EXCLUSION – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA EU 03 35 09 24 © 2024 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. PROVISIONS 1.The following exclusion is added to Paragraph B. of SECTION IV – EXCLUSIONS: Fungi Or Bacteria (1)"Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of or presence of any "fungi" or bacteria, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to such "bodily injury", "property damage", "personal injury" or "advertising injury". (2)"Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of or presence of any other solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that is part of any claim or "suit" which also alleges any "bodily injury", "property damage", "personal injury" or "advertising injury" described in Paragraph (1) above. (3)Any loss, cost or expense arising out of any: (a)Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "fungi" or bacteria; or (b)Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "fungi" or bacteria. This exclusion does not apply to any "fungi" or bacteria that are, are on, or are contained in any good or product intended to be consumed as a food, beverage or medicine. 2.The following is added to Paragraph B. of SECTION VI – DEFINITIONS: "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by such fungus. UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LEAD EXCLUSION – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE © 2017 The Travelers Indemnity Company. All rights reserved.EU 03 44 08 18 Page 1 of 1 PROVISIONS The following exclusion is added to Paragraph B. of SECTION IV – EXCLUSIONS: Lead a."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal, release, ingestion, inhalation or absorption of lead, lead compounds or lead which is or was contained or incorporated into any material or substance. b."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal, release, ingestion, inhalation or absorption of any other solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that is part of any claim or "suit" which also alleges any injury or damage described in Paragraph a. of this exclusion. c.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, lead, lead compounds or lead which is or was contained or incorporated into any material or substance; or (2)Claim or suit by or for any governmental authority or any other person or organization arising out of the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing or in any way responding to, or assessing the effects of, lead, lead compounds or lead which is or was contained or incorporated into any material or substance. EU 03 63 08 18 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2017 The Travelers Indemnity Company. All rights reserved. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SILICA OR SILICA-RELATED DUST EXCLUSION – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE PROVISIONS 1.The following exclusion is added to Paragraph B. of SECTION IV – EXCLUSIONS: Silica or Silica-Related Dust a."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, emission, release, escape, handling, contact with, exposure to or inhalation or respiration of "silica" or "silica- related dust". b."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, emission, release, escape, handling, contact with, exposure to or inhalation or respiration of any other solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that is part of any claim or "suit" which also alleges any injury or damage described in Paragraph a. of this exclusion. c.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "silica" or "silica-related dust"; or (2)Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "silica" or "silica-related dust". 2.The following is added to Paragraph B. of SECTION VI – DEFINITIONS: "Silica" means silica dioxide (occurring in crystalline, amorphous and impure forms), silica particles, silica dust or silica compounds. "Silica-related dust" means a mixture or combination of "silica" and other dust or particles. UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INTELLECTUAL PROPERTY EXCLUSION – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA EU 04 21 09 21 © 2021 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 The following replaces Exclusion 23., Intellectual Property, in Paragraph B. of SECTION IV – EXCLUSIONS: 23.Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or “suit” that also alleges any such infringement or violation: a.Copyright; b.Patent; c.Trade dress; d.Trade name; e.Trademark; f.Trade secret; or g.Other intellectual property rights or laws. This exclusion applies regardless of whether the allegation of infringement or violation of any of these rights or laws is made by any person or organization making the claim or bringing the “suit”, by any insured or by any other party to the claim or “suit”. This exclusion does not apply to: a."Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b.Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PFAS EXCLUSION – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA EU 04 42 09 22 © 2022 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 PROVISIONS 1.The following exclusion is added to Paragraph B. of SECTION IV – EXCLUSIONS: PFAS a."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened discharge, dispersal, seepage, migration, release, escape, ingestion, inhalation or absorption of, or exposure to, "PFAS" or "PFAS-containing products", provided that the "bodily injury", "property damage", "personal injury" or "advertising injury" is caused or contributed to by the hazardous properties of "PFAS". b."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened discharge, dispersal, seepage, migration, release, escape, ingestion, inhalation or absorption of, or exposure to, any other solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that is part of any claim or "suit" which also alleges any "bodily injury", "property damage", "personal injury" or "advertising injury" described in Paragraph a. above. c.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "PFAS" or "PFAS- containing products"; or (2)Claim or suit by or on behalf of a governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "PFAS" or "PFAS-containing products". 2.The following is added to Paragraph B. of SECTION VI – DEFINITIONS: "PFAS" means: a.Any perfluoroalkyl or polyfluoroalkyl substance, meaning any fluorinated substance that contains at least one fully fluorinated methyl or methylene carbon atom without any hydrogen, chlorine, bromine or iodine atom attached to it; or b.Any precursor, replacement, degradation or breakdown by-product of any substance described in Paragraph a. above. "PFAS-containing products": a.Means: (1)Any goods or products that contain or incorporate "PFAS" in any form; and (2)Containers, materials, parts or equipment furnished in connection with any such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of any such goods or products; and (2)The providing of or failure to provide warnings or instructions in connection with any such goods or products. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VIOLATION OF BIOMETRIC INFORMATION PRIVACY LAWS EXCLUSION – COVERAGE B This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA EU 04 44 01 23 © 2022 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 PROVISIONS 1.The following exclusion is added to Paragraph B. of SECTION IV – EXCLUSIONS: Violation Of Biometric Information Privacy Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "biometric information privacy law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 2.The following is added to Paragraph B. of SECTION VI – DEFINTIONS: "Biometric information": a.Means information about a person's physical, biological or behavioral characteristics that can be used to identify such person. b.Includes a person's retina or iris scan, fingerprint, voiceprint, scan of hand or face or other body geometry, DNA, vein pattern, keystroke pattern or rhythm, gait pattern or rhythm, or sleep, health or exercise data that contain identifying information. "Biometric information privacy law" means the parts of any law, ordinance, regulation or governmental rule that govern or relate to the collection, storage, disclosure, retention, destruction, protection, use, sale, lease or trade of "biometric information". THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. UTAH CHANGES This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE UMBRELLA EU 00 71 07 21 © 2021 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. PROVISIONS 1.The following replaces Paragraph 2. in Paragraph C., CANCELLATION, of SECTION V – CONDITIONS: 2.We may cancel this policy: a.By mailing or delivering written notice of cancellation to: (1)The first Named Insured; and (2)Each assignee of the first Named Insured, if the assignee is named in the policy; at least 10 days before the effective date of cancellation if we cancel for nonpayment of premium. Notice of cancellation for nonpayment of premium will be mailed or delivered to an agent of record of the first Named Insured on or before the day notice is provided to the first Named Insured; or b.By mailing or delivering to the first Named Insured written notice of cancellation at least 30 days before the effective date of cancellation if we cancel for any other reason. 2.The following is added to Paragraph 2. in Paragraph C., CANCELLATION, of SECTION V – CONDITIONS: If this policy has been in effect for 60 days or more, or if this is a renewal of a policy we issued, we may cancel this policy only for one or more of the following reasons: a.Nonpayment of premium; b.Material misrepresentation; c.Substantial change in the risk assumed unless we should reasonably have foreseen the change or contemplated the risk when entering the contract; or d.Substantial breaches of contractual duties, conditions or warranties. If we cancel for nonpayment of premium, notice of cancellation must state the reason for cancellation. 3.The following is added to Paragraph 4. in Paragraph C., CANCELLATION, of SECTION V – CONDITIONS: Notice of cancellation must be delivered or mailed by first class mail. 4.Except with respect to covered autos, the following is added to Paragraph F., Duties Regarding An Event, Occurrence, Claim Or Suit, of SECTION V – CONDITIONS: Notice to our authorized representative is notice to us. 5.Paragraph K., Legal Action Against Us, of in Paragraph C., CANCELLATION, of SECTION V – CONDITIONS is deleted. 6.The following is added to SECTION V – CONDITIONS: When We Do Not Renew 1.If we elect to not renew this policy, we will mail, by first-class mail, written notice of nonrenewal to the first Named Insured, at the last mailing address known to us, at least 30 days before the expiration or anniversary date of this policy. 2.We need not mail this notice if: a.You have accepted replacement coverage; b.You have requested or agreed to nonrenewal; or c.This policy is expressly designated as nonrenewable. 3.If notice is mailed, proof of mailing is sufficient proof of notice. IL T3 68 01 21 © 2020 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE This endorsement applies to the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM CYBERFIRST GENERAL PROVISIONS FORM EMPLOYEE BENEFITS LIABILITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EMPLOYMENT PRACTICES LIABILITY+ WITH IDENTITY FRAUD EXPENSE REIMBURSEMENT COVERAGE PART ENVIRONMENTAL HAZARD POLICY EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE EXCESS (FOLLOWING FORM) LIABILITY INSURANCE LAW ENFORCEMENT LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART MANUFACTURERS ERRORS AND OMISSIONS LIABILITY COVERAGE PART MEDFIRST PRODUCTS/COMPLETED OPERATIONS, ERRORS AND OMISSIONS, AND INFORMATION SECURITY LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART PUBLIC ENTITY MANAGEMENT LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY – NEW YORK DEPARTMENT OF TRANSPORTATION TRIBAL BUSINESS MANAGEMENT LIABILITY COVERAGE PART Any other Commercial Liability coverage included in this policy that is subject to the federal Terrorism Risk Insurance Act of 2002 as amended PROVISIONS The federal Terrorism Risk Insurance Act of 2002 as amended ("TRIA") establishes a program under which the Federal Government may partially reimburse "Insured Losses" (as defined in TRIA) caused by "Acts Of Terrorism" (as defined in TRIA). Act Of Terrorism is defined in Section 102(1) of TRIA to mean any act that is certified by the Secretary of the Treasury – in consultation with the Secretary of Homeland Security and the Attorney General of the United States – to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. The Federal Government's share of compensation for such Insured Losses is 80% of the amount of such Insured Losses in excess of each Insurer's "Insurer Deductible" (as defined in TRIA), subject to the "Program Trigger" (as defined in TRIA). In no event, however, will the Federal Government be required to pay any portion of the amount of such Insured Losses occurring in a calendar year that in the aggregate exceeds $100 billion, nor will any Insurer be required to pay any portion of such amount provided that such Insurer has met its Insurer Deductible. Therefore, if such Insured Losses occurring in a calendar year exceed $100 billion in the aggregate, the amount of any payments by the Federal Government and any coverage provided by this policy for losses caused by Acts Of Terrorism may be reduced. For each coverage provided by this policy that applies to such Insured Losses, the charge for such Insured Losses is included in the premium for such coverage. The charge for such Insured Losses that has been included for each such coverage is the percentage of the premium for such coverage indicated below, and does not include any charge for the portion of such Insured Losses covered by the Federal Government under TRIA: 1%. POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: SCHEDULE Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: PROVISIONS IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. CUP-9J80871A-25-26 10/15/2025 30 IMPORTANT NOTICE – INDEPENDENT AGENT AND BROKER COMPENSATION NO COVERAGE IS PROVIDED BY THIS NOTICE. THIS NOTICE DOES NOT AMEND ANY PROVISION OF YOUR POLICY. YOU SHOULD REVIEW YOUR ENTIRE POLICY CAREFULLY FOR COMPLETE INFORMATION ON THE COVERAGES PROVIDED AND TO DETERMINE YOUR RIGHTS AND DUTIES UNDER YOUR POLICY. PLEASE CONTACT YOUR AGENT OR BROKER IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE OR ITS CONTENTS. IF THERE IS ANY CONFLICT BETWEEN YOUR POLICY AND THIS NOTICE, THE PROVISIONS OF YOUR POLICY PREVAIL. For information about how Travelers compensates independent agents and brokers, please visit www.travelers.com, call our toll-free telephone number 1-866-904-8348, or request a written copy from Marketing at One Tower Square, 2GSA, Hartford, CT 06183. PN T4 54 01 08 Page 1 of 1