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2200 - Bowman Consulting Group - Engineering Support Services
PROFESSIONAL SERVICES AGREEMENT ENGINEERING SUPPORT SERVICES (BOWMAN CONSULTING GROUP, LTD 1. PARTIES AND DATE. This Agreement is made and entered into this is Day of- 1 20'! (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Bowman Consulting Group, Ltd. with its principal place of business at 3060 Saturn Street, Suite 250, Brea, CA 92821 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Engineering Support Services to public clients, is licenced in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render Engineering Support Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Tenn. 3.1.1 General Scope of Services. Consultant promises and agrees to fumish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional compliance and support services necessary for the Project, herein referred to as "Services". The BOWMAN CONSULTING GROUP, LTD. Page 2 of 11 Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a one year period beginning on July 23, 2024, at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement, and shall meet any other established shcedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services underthis Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or BOWMAN CONSULTING GROUP, LTD. Page 3 of 11 timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate Masoud Sepahi, or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, BOWMAN CONSULTING GROUP, LTD. Page 4 of 11 officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Two Hundred Seventy -Four Thousand Eight Hundred Forty Dollars ($274,840) in accordance with Exhibit A. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. BOWMAN CONSULTING GROUP, LTD. Page 5 of 11 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, et seq., as well as California Code of Regulations, Title S, Section 1600, at seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. BOWMAN CONSULTING GROUP, LTD. Page 6 of 11 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Bowman Consulting Group, Ltd 3060 Saturn Street, Suite 250 Brea, Califomia 92821 Attn: Masoud Sepahi Tel: (949) 375-6599 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Noya Wang Director of Public Works Tel: (626) 569-2158 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes BOWMAN CONSULTING GROUP, LTD. Page 7 of 11 intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. BOWMAN CONSULTING GROUP, LTD. Page 8 of 11 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party BOWMAN CONSULTING GROUP, LTD. Page 9 of 11 beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to EnterAgreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. BOWMAN CONSULTING GROUP, LTD. Page 10 of 11 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] BOWMAN CONSULTING GROUP, LTD. Page 11 of 11 CITY OF ROSEMEAD -��K 7"� - Ben Kim, Cit nager Date Attest: BOWMAN CONSULTING GROUP, LTD. By: Name: M lei{ A5 L �9y6.1 F-�4� 7L2 WY Title: I RAE tCFnj "rs Ericka Hernandez, City Clerk Date Approved as to Form: Date Rachel Richman City Attorney [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Name: �iLy1J Title: ��(ii✓7a.Y Sc�eF�szv 7— GONSUITjy'•.. �;• oaao 'F .�'0 m . 2o2p Lr .AWARE• �QY: Name: M lei{ A5 L �9y6.1 F-�4� 7L2 WY Title: I RAE tCFnj "rs Ericka Hernandez, City Clerk Date Approved as to Form: Date Rachel Richman City Attorney [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Name: �iLy1J Title: ��(ii✓7a.Y Sc�eF�szv 7— GONSUITjy'•.. �;• oaao 'F .�'0 m . 2o2p Lr .AWARE• �QY: BOWMAN CONSULTING GROUP, LTD. Page 11 of 11 CITY OF ROSEMEAD Ben Kim, City Manager Attest: BOWMAN CONSULTING GROUP, LTD. By: Date Ericka Hernandez, City Clerk Date Approved as to Form: Date Rachel Richman City Attorney Name: M IC,A qE L 9KU6.J Title: I RpaS(DFa1'i; [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: Name: XI/? -W 0160✓9.-t Title: GONSUL T��Y ORPp �i L :3.SEALg Zm••••`gWARE•'p�': EXHIBIT A PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME A-1 Bowman City of Rosemead, CA RFP No. 2024-14 Proposal for. Engineering Support Services COSE EA D Submitted by: ., Bowman 714.940.07001 bowman.com Bowman May 27, 2024 Danielle Garcia Management Analyst City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 RE: RFP No. 2024-14 Engineering Support Services Dear Ms. Garcia: Bowman Consulting Group Ltd. (Bowman) is genuinely delighted to present our proposal for providing engineering staff support for the City Hall Renovation, Public Safety Center Rehabilitation and Rosemead Park Restroom Renovation projects listed in the aforementioned RFP. We consider the City of Rosemead to be a key client for us, and given the opportunity, we will strive to meet and exceed your expectations to become your consultant of choice. We can achieve this goal by partnering with the city and your community, to find the most appropriate solutions to the everyday challenges and to provide you with the best cost-effective and efficient service possible. We have carefully reviewed the proposal and the scope of work, and we are confident that we have the right team to assist the city with successful delivery of these projects, on time and on budget. At the same time, we have looked at various ways to assist the city, enhance the design of each project, incorporating many of the lessons learned with similar projects. We believe in engaging the community along with ingenious design which is sustainable and practical. We believe that we have the right ingredients to achieve these goals by having the expertise and experience gained on many similar projects. I am very excited to introduce our proposed Project Manager, Masoud Sepahi, PE, LEED GA as the lead person for our team. As the City Engineer for the City of Placentia for 7 years and working for the Los Angeles Metro and City of Los Angeles, Masoud brings decades of experience in the public sector, managing many complex and challenging projects, Masoud has a clear understanding of the city's needs to deliver quality capital projects, expeditiously with the most cost-effective way possible. While, working for the City of Placentia, Masoud has managed very similar projects and he will be applying many of the lessons learned to assist the city with successful delivery of each project. Masoud is very excited about being able to assist the city and he's ready to start working on these projects immediately with the same degree of commitment, integrity and enthusiasm, as he has done for other cities and agencies. Our proposal and cost proposal shall remain valid for a period of no less than 180 days. Should you have any questions our project manager, Masoud Sepahi can be reached via phone at 949.375.6599 and via email at msepahi@bowman.com. We look forward to the city's decision. Sincerely, 60. �� Sid Mousavi, MSCE, PE Executive 3060 Saturn Street, Suite 250, Brea, California 92821 714.940.0100 bowman.com Table of Contents TAB # SECTION PAGE # 1 Approach and Scope of Work 2 Project Team, Key Personnel and Resumes 8 3 Company Qualifications 24 4 References 33 5 Standard City Contract and Insurance Requirements 34 6 Addenda Acknowledgment 35 7 Cost Proposal 36 8 Non -Lobbying Certification 38 Approach and Scope of Work Approach and Scope of Work Our approach has always been to provide a comprehensive array of professional services to our city clients. To this end, IE was organized to assist Cities with every type of service that is required for the city to maintain and support the city's infrastructure. This unique approach has enabled us to serve our clients seamlessly and at the same time grow in the communities where we live and work. We are committed to supporting our clients and we look forward to doing the same for the City of Rosemead. The City of Rosemead has a robust Capital Improvement Program (CIP), which includes projects in various categories. We have reviewed the city's projects under the scope of services and the three projects mentioned under the city's CIP program, and we are confident that our proposed team is fully capable and ready to assist the city with management of these projects successfully. We understand that the City of Rosemead seeks a knowledgeable and dependable firm with the capabilities and resources to assist the city with managing the City Hall Renovation, Public Safety Center Rehabilitation and the Rosemead Park Restroom Renovation. We are happyto inform the city that our proposed project manager Masoud, has managed very similar projects for thetity9f, Placentia, the City of Los Angeles, and Los Angeles Metro. Most recently, Masoud was in charge of the development of the City of Placentia's new Public Safety Building project, the City Hall renovation project, which included new roofing, HVAC, electrical / mechanical upgrading, solar panels, EV Charging stations, and four park renovation and rehabilitation projects. In addition to Masoud's expertise and experience, we have assembled a team of other knowledgeable and experienced staff, and sub - consultants to handily fulfill the entire scope of services from initial planning through completion of construction, including: • Preparing feasibility studies and conceptual designs. • Conducting research and managing investigations. • Assisting with preliminary design concepts and reports. • Coordinating with the planning department and other city departments, and leading community outreach events. • Managing the ongoing projects designs and specifications. • Preparing program level and detailed cost estimates, budgets and schedules. • Project / program management for incorporating renewable energy & EV charging station elements on capital projects. • Furnishing construction management support services. With past and current on-call contracts with the Cities of Bell Gardens, Montebello, Huntington Park, Lynwood, Hawaiian Gardens, Anaheim, Baldwin Park, Hermosa Beach, La Puente, Maywood, Pico Rivera, South EI Monte, and Yorba Linda, among others we have unequivocally proven our ability to effectively respond to the ever-changing needs of on-call contracts and are committed to oversee projects to successful completion. Our approach always starts with meeting with our clients to truly understand their needs and to get to know all the challenges involved with each project, which will allow our team to manage projects in the most efficient and cost-effective way possible. We will then be able to formulate the most efficient level of effort for delivering projects by assigning work to our experienced knowledgeable team in each defined category, based on the city's needs, priorities, budget and schedule. We stand ready to assist the City of Rosemead, either as staff augmentation, or work remotely, per the city's needs and direction. Our primary goal is to serve the city of Rosemead, to achieve your project goals and objective, meeting the city's allocated budgets and delivery schedules for each one of the projects listed in the RFP. Bowman I Engineering Support Services I May27, 2024 — Project Management We understand that the city needs a project manager to assist with management of design and with implementation and monitoring of projects funded by the America Rescue Plan Act of 2021 (ARPA.) We are happy to mention that as the City Engineer for the City of Placentia, Masoud managed similar projects, using the ARPA funding and he's very familiar with the regulatory requirements that are required under this funding program. During his tenure with the city of Placentia and City of Los Angeles, Masoud was responsible for managing multitude of capital projects, by first selecting qualified consultants, and managing the design from concept to completion, utilizing various public contracting delivery methods, including, design - bid -build and design / build. Masoud will promote a reporting system that he has used with many other clients, which he will be using for the City of Rosemead. As a common practice on every contract, he will prepare and submit a comprehensive report to the city. This report will be accompanied with a schedule, showing the status of each project under the CIP, along with the cost estimates and action items to be resolved.This executive level report summarizes the status on all the task orders and the project status, including costs, budgets, schedules, key issues and challenges with each project and other executive level reports and charts as requested by the city. Masoud will meet with the city's project manager once a week to go over this report and to learn more about the city's concerns and issues. Pre -construction Phase Services The key to a successful project delivery starts, before the project goes out to bid, therefore, it is vital for our team to work with the city to foresee any issues or challenges that may hinder the project during construction. The following summarizes various ways that we have tackled each potential issue during the Pre -construction phase, based on our current and past experiences with similar types of projects: Learning City's Needs: After a thorough review of all the project background and status, we will arrange for a kick-off meeting with city staff, the designers, and other stakeholders to learn more about the challenges facing the project and any particular issues that our team should know about. Our goal is to learn as much as possible from key stakeholders and the status of the project, in terms of design issues, funding, community involvements, permitting and delivery schedules. In our experience, coordination with various city staff and city departments in addition to the outside influencers is key to a successful start. Grant Funding: Our project managers have assisted other clients with securing grant funding by developing a schedule and an issue -matrix to keep track of the funding applications and actions, necessary for obtaining various permits from outside agencies. Projects that receive outside funding, often require a much more rigorous approach. Our team has keen knowledge of these requirements and can assist the city to comply with all the conditions set forth by the grant funding agencies. Masoud has recently managed projects that were funded by the ARAP, and he's very familiar with the requirements as they apply with the city's projects. Masoud has managed variety of CIP projects, funded by SB -1, Measure M, Measure R, other local Measures, Gas Tax, CDBG, ARAP and various impact fees in addition to utilizing the general funds. Masoud will be able to assist the city with compliance with grant funding, based on his hands-on knowledge and understanding of the regulations involved with compliance with these requirements. Masoud will work with the city's project managerto ensure project delivery within the allocated budget for receiving various funding sources, including ARAP, SURF, CDBG and DIF funding sources. Contractor Pre -qualification Process: Our approach to managing projects includes a thorough review of the project's construction complexities. Our goal is to assist the city hire a well-qualified contractor that does not require any hand- holding and will be able to complete the project with quality on time and on budget. One of the ways that ensures hiring qualified contractors is to pre-screen them by having a two- step bidding process. This approach has worked well on certain projects, where the quality of the finished products is of utmost importance. Another advantage is to make sure that the Contractors bidding on the project, do not get involved with work that is beyond their technical capabilities. Masoud has managed many complex projects, using alternative bidding methods, including, design / bid / built, design / built and Public -Private -Partnership. He can assist the city with selecting the most cost effective and efficient method of project delivery, based on the city's budget, schedule and the expected quality. Bowman I Engineering Support Services I May27, 2014 Schedule and Cost Estimating: We will assist the city to develop a master schedule for all phases of the projects that have been assigned, including clear identification of milestones and deadlines for all facets of work. We will also establish budgets and preliminary cost estimates for each project as well as recommendations for adjusting budgets on the city's CIP list, if necessary. Weekly / Monthly Meetings: Masoud will arrange weekly / bi-weekly and monthly meetings with all the designers, sub - consultants and the city staff to ensure project is moving forward on time and on budget. For every meeting, our staff will prepare agendas, minutes of the meeting and will inform each attendee of actions necessary for each team member to complete along with delivery dates and milestones. We will discuss each open action item and suggest ways to resolve them as not to delay the project schedule and completion dates. Plan Reviews: We will be conducting plan reviews and constructability reviews on all design deliverables including the 35%, 65%, 95% and 100% levels of Plans, Project Specifications and Cost Estimates (PS&E.) As a follow up, our staff will arrange for special meetings for sharing and discussing review comments by our team. We will prepare and distribute minutes with action items to involved parties. Site Visits: As part of our plan review, we conduct a complete walk-through of the entire project site and compare the existing conditions with the ongoing design drawings. We will perform site visits during the design accompanied with the Designers to evaluate the existing condition of items pertaining to the design. During this investigation, locations of damaged or distressed features will be inspected, confirmed and summarized. Our inspection will also include identification of any lead paint and asbestos in the buildings and facilities. We will work with the environmental consultants to prepare reports for abatement by the professional abatement contractors. Our plan review will also include a complete check on the design drawings for compliance with the latest Americans with Disabilities Act (ADA) accessibility codes and regulations. Access ramps, corridors and pathways will be reviewed for compliance with the latest ADA requirements. Existing drainage patterns will be reviewed for all projects so that any potential ponding areas can be identified and eliminated. We will conduct additional fieldwork to verify the locations of surface utility features within the project limits. During the field investigation, we will validate the locations of other special features and items such as utility conflicts and overhead lines. In conjunction with information researched, we will notify affected utility companies of the impending project. Surface features requiring adjustment will be identified and properly coordinated with the corresponding utility company. If the proposed improvements interfere with existing utilities, we will arrange to have potholes taken by the utility company. Outside Plan Reviews & Permitting: One of the issues that usually cause delays during the construction is the ability of the contractor to secure outside permits with other city departments and agencies. We have studied the scope of workfor the three projects listed in the RFP, and one of our primary tasks will be to identify permit requirements by outside agencies for each one of the projects, prior to award a contract. For example, we will make sure that all necessary permit applications have been submitted and plans have been reviewed and approved by all permitting departments and agencies, so that they will not delay the Contractor during the construction. Some of the permits and approvals may include planning department, fire and building departments, Federal and State agencies, AQMD, LA County Flood Control, ACOE, and others to be identified. Final Plans: Before, going out to bid, we will review the 100% plans to make sure that the plans meet the city's standards for a complete bid package, including a review bid documents, appendix, geotechnical reports, technical specifications, Hazmat abatement report, and the technical specifications. We will make sure that the Bid package is complete, the bid documents are without any discrepancies and the design meets the city's expectation, for budget and schedule. Measurement of costs will also be verified and revised if necessary. If requested, upon completion of a complete PS&E and bid package, we will coordinate with the city to present the project for City Council's approval. Having managed many CIP projects for our clients, we have learned that certain issues keep surfacing, and this is the reason, why final checklist includes a full review of the items listed below. These are issues that we constantly encounter during construction with recommendations for preventing them from occurring on the City of Rosemead's CIP projects. Bowman I Engineering Support Services I May27, 2024 ADA & Energy Compliance: Some of the key reviews by our team during the pre - construction phase will include evaluation of the project scope to see if the city will desire to update and repair such items as ADA access ramps, ADA & Cal Green compliance for entry doors, windows, restrooms, and all other facilities that require access by the public, in addition to evaluation of the site and facilities for addition of solar power, EV charging stations, and other renewable energy initiatives. Working on similar projects, we have found that inclusion of such items will benefit the city tremendously. We understand that the city may be adopting a new ADA Transition Plan, and our team will ensure that the design of each facility meets and exceeds the city's transition plan for full ADA compliance. • Cost Estimating: We will review the concept plans, the current budgets to assist the city with determination of accurate budgets to be used for the city's CIP program. Our team has a robust database of all current bids for determining cost for various types of public improvement projects. We have established these estimates based on the latest unit pricing and bids received on other recent projects in the southern California region. We will compare these estimates against the city's standing budget and schedule and will make recommendations for adjusting costs and budgets if necessary. • Right -of -Way & Easements: It is critical to identify and resolve any right-of-way or easement issues that may exist on any of the projects. There are many ways to determine if there are any ROW issues on projects, starting with a review of available as -built plans, County maps, GIS maps, title report search and conducting a boundary / property survey of the properties in question. We will assist the city during the pre -construction phase to identify any potential issues on the property boundaries and draw the appropriate legal documents, such as easements, dedications, and Lot line adjustments to resolve any potential legal issues. • Quality Assurance and Quality Control (QA / QC): There are several key elements when reviewing the bid documents. Our goal has always been to make the plans and specifications and all the attachments clear to understand and to remove any discrepancies that might exist in the documents prior to bidding. As part of our Red -team QA / QC review, we will make sure that the review is conducted by people that have expertise and are licensed and qualified to perform reviews for each trade. These reviews also include constructability and value engineering reviews, to ensure that all details are correctly cross-referenced and are clear to read and understand. Other constructability items include identification of long -lead components on the project, ROW issues, utility verifications, verification of unit prices and quantities. • Bid & Award: We are glad to see that the city is utilizing the online Planetbids for managing the bidding and award process. This system has worked very well in the past on many other projects, ensuring that all questions, addenda, and project information are received quickly and accurately. This system also reduces the chances for information getting lost or not delivered to potential bidders. • Bid Review: After bids are received, we will review and evaluate bids for accuracy and responsiveness, based on the directions given in the Instruction to Bidders. This review will include checking the entire bid, to ensure that all forms have been signed, valid and proper bid -bonds are included, there are no math errors, all the forms have been completed, sub -contractors have been listed with each percent share of the work identified, references have been listed and to make sure that all the license and credentials have been secured. One of the issues that we often encounter during the bidding of project, is Bid -protest. One of the ways to avoid these them is to make sure that the bid documents are clear of any ambiguity, there are no discrepancies with easy to understand instructions to bidders. Construction Phase Services Our approach for managing each project will be to collaborate and coordinate our activities with the city's project manager in providing as -needed services and at the same time, introduce many of the lessons learned from our past projects. Prior to start of any construction project and / or activity, we will meet with the city to formulate a work plan and a resource allocation matrix for each individual project to build a robust team to administer and manage construction contracts, in accordance with the city's needs and budget. We will also establish the individual needs of the project for other necessary services, such Bowman I Engineering Support Services IMay 27,2024 as field survey, geotechnical investigations, materials testing, SWPPP, NPDES Permitting and monitoring, environmental investigations and testing, deputy inspections and other specialty items as required. • Filing Systems: In collaboration with the city, we will set up an online filing system, to address all funding requirements by outside agencies. We will ensure to follow all grants funding requirements by following the latest guidelines for various programs, through the ARAP program, Caltrans' LAPM, County's SBDG and other grants managed by the city. We are now using the C -MIS on all construction projects and we will be more than happy to utilize this system on the City of Rosemead's Projects. C -MIS allows seamless exchange of information between all parties involved in construction activities in real time and has worked very well for our team members, allowing them to exchange information more rapidly and effectively. • Submittals and Schedules: We will review and process contractor's submittals by first preparing a submittal -list for each individual contract. All submittals and deliverables that are required by the contract will be logged through our project management system and routed to the project's architect and engineers for review and approval. As a standard practice, we will meet with the city prior to bidding, to learn more about the city's requirements for purchasing equipment compatible with the items currently being used. We will also ensure that proper warranties are stipulated for certain items per the city's needs to ensure longevity of these systems over the long haul. • Schedule: We will prepare and submit to contractor a"Weekly Statement of Calendar / Working Days" report toensure that the Contractor is fully aware of the schedule and the critical path activities, which may be in jeopardy. We have trained our inspectors to be informed of the latest construction techniques, traffic control rules and regulations, utility investigations and monitoring, and quality assurance requirements for each type of public improvement project. • Pre -Construction Meeting: We will arrange and conduct pre -construction meetings with the Contractors, designers, inspectors and other key stakeholders. We will ensure to invite all city personnel that may be involved with the project, in addition to representatives from regulatory agencies that may be involved with permitting and grant funding. • Storm Water. Storm water protection compliance with the city's National Pollutant Discharge Elimination System and the (NPDES) Permits and requirements will be monitored daily. • Change Orders: We will also maintain records for any change order work, and record information regarding work being conducted under dispute in addition to taking independent measurements and calculations of the work that is placed to administer progress payments and to make recommendations for payments. • Certified Payroll: Our team will review and evaluate the contractor's certified payroll reports with monthly progress payment requests to ensure compliance with the Federal and State's prevailing wage regulations. We will periodically check the contractor's red -lines, to ensure an accurate as -build plan is being produced by the Contractors. Health and • Safety: We take safety very seriously. We know that even one incident on the project will taint the project. As a standard practice, at the beginning of each meeting, we draw attention to a safety moment.This is to ensure that all parties and the construction team make safety on the job a priority. We believe that safety must be built into the culture of the construction team, and it must be the underlying condition for conducting any type of construction work. We will make sure that the latest CAL -OSHA provisions have been incorporated into the contract documents and we will monitor thejob daily to ensure that all safety precautions have been placed at thejob site every day. At the pre -construction meetings, we will ask to see the Contractor's Health and Safety plan and makes sure that a Safety Offices has been identified by the Contractor, in addition to the sub -contractors. At the onset of the project, and before, construction starts. We will implement job safety procedures in compliance with CAL -OSHA requirements and will continuously monitor the contractor's compliance with the established safety programs. • Quality Control and Materials Testing: Quality Control must be built into the Contract Documents. In addition to the requirements by the Standard Specifications for Public Works Construction (Green Book), which sets the minimum requirements for controlling the quality at the job site, we will evaluate and determine individual needs of the projects for a robust QA / QC program. These provisions will need to be written into the contract documents, so that the contractors provide an adequate testing program, necessary for meeting the requirements of the project. As part of our monthly Bowman I Engineering Support Services I May 27,2024 reporting, a section will be dedicated to the QA /QC program, summarizing the testing and a review of the contractor's performance, on a regular basis. Construction Management and Inspection Services The following items are the key steps that our project managers will be taking in support of each project that goes into construction. Our project manager will provide the city with the following construction management and inspection services during the construction phase: • Prepare bids and supervise bid procedures to conform to the city, state and federal guidelines. • Prepare construction contracts and provide administrative services. • Evaluate contractor's baseline schedule and updates. • Monitor and control schedule. • Conduct a pre -construction meeting. • Update cost reports and construction billing forecasts. • Monitor project budget. • Provide project status reports. • Verify contractor progress payments. • Assist and facilitate requests for information (RFI). • Review and facilitate all submittals and shop drawings. • Provide and maintain logs for RFIs, reports, request for quotations, change orders, correction notices and stop work notices. • Review change orders and assistthe city to negotiate and expedite change orders. • Manage the testing and inspection process. • Claims avoidance, claims and analysis, claims resolution. • Assist the city to respond to resident's complaint and concerns and provides resolutions. • Provide the city recommendations on construction inspection and testing results. • Provides reporting on the project's punch list, start-up operations and closeout. Post—Construction Services We will start planning on project close-out weeks before the completion of the project. This is to ensure that the contractor is aware of the city's expectations for taking all necessary the steps and to allow ample time for any type of commissioning, testing and balancing that may be required. In addition, the project may need staff training, which requires advanced planning.The close-out activities will include final inspection / walkthrough with the city staff, maintenance / service personnel and the project's architect / design consultant. We will issue a preliminary punch -list to put the contractor on notice of any outstanding item, followed by a final punch list, including schedule for punch list completion. We will work with the construction team to monitor the repairs and follow through with the contractor, until all items on the punch list are 100% complete. We will gather and transmit all required guarantees, certifications, affidavits, leases, easement deeds, operating & maintenance manuals, warranties, and other documents as stipulated in contract documents for submittal to the city. We will review and process contractor's final payment request and release of retention, in addition to assisting the city with preparation and filing of Notice of Completion. We will organize and deliver all project documents and files, in addition to the grant funding forms and ledgers to the city for future use. All reports, daily logs and other related construction documents will be submitted to the city through our web -based Virtual Project Manager (VPM) software. Bowman I Engineering Support Services I May27, 2024 Since our founding in 1994, we have been committed to excellence. We stand behind our reputation to provide only the highest level of products and services to the cities we serve. For the past 29 years, our pursuit of excellence has shown us that one way we can be the best for our clients is to offer a broad spectrum of services. We provide professional engineering and municipal services to cities in Southern California. From the beginning, we have been committed to making a difference in the communities we serve by helping cities maintain and improve their infrastructure and by supporting their capital improvement programs. Our clients continue to see consistency in engineering design protocols, project management practices, staff familiarity, and complete understanding of a project, since we take projects from initial concept design through construction and final acceptance bythe City Council. Our staff of professionals have been employees of cities or have been in managing or supporting roles as out -sourced contractors to cities, many of whom have served as city staff for decades. Our team thoroughly understands city operations, budgets, and priorities which allows us to be a strong advocate for the City of Rosemead. Because assisting cities is all we do, we know your concerns about schedules, budgets, and keeping change orders to an absolute minimum. We consider these matters in every project that we engineer and oversee. And because we take our clients'projects from preliminary design through construction, we know how to manage and overcome challenges on any type of capital improvement project. We believe we are the best choice for the City of Rosemead because we offer a proven track record of delivering successful projects for many other cities. Our project manager, Masoud Sepahi served as the City Engineer for the City of Placentia, where he was responsible for the delivery of many CIP projects. Over his tenure with the city, he managed very similar projects and programs utilizing both in- house and outside consultants. His understanding of the CIP budget, schedule and the overall city's management procedures will be the key to success in delivery of each one of the projects listed under the scope of services and other CIP projects. We have studied the City of Rosemead's CIP list of projects and the following is a table showing our collective experience with each type of project, where we have successfully completed and delivered projects in behalf of a few selected key clients. As you can see, our construction management capabilities include very similar types of projects that the city plans to construct over the next five years. Our team brings all the required resources in one place and under one contract. We propose to do the same for the City of Rosemead, either as staff augmentation, or as stand-alone projects or task orders. In any case, we are ready and willing to serve the City of Rosemead, to achieve your project goals and objective, meeting the city's allocated budgets and delivery schedules.The following organizational chart shows our proposed staffing makeup to assist the city with an efficient team, providing project management and construction management perthe requirements of the RFP. This organizational chart is flexible and the ultimate staffing structure will be per the city's demands, budget and management needs. Bowman I Engineering Support Services I May 27,2024 - - - - 7 Project Team, Key Personnel and Resumes Y Y N 7 N C a u RL a N N s u c 0 v � v N o i a fC I r Y O >- LUY co Masoud Sepahi, PE, LEED GA Project Manager Education Masoud has over 37 years of experience working for both public agencies in addition B.S. Civil Engineering, Loyola to the private sector, managing a variety of large and complex public works and Marymount University capital improvement projects. He has held various leadership positions in managing a variety of projects for major public works programs. As the City Engineer for the Structural / Civil Engineering, City of Placentia, he was responsible for delivery of many projects. As the Director California State University, Northridge of Construction Management for the Los Angeles Metropolitan Transportation Registrations Authority, Masoud was responsible for the southern portion of the Crenshaw / LAX Transit Project. During his tenure with LA Metro, Masoud was responsible for Professional Civil Engineer: management of all construction on the Southern segment of the project, including California (#52786) major utility relocations. Working for the City of Los Angeles for 10 years, Masoud held Leadership in Energy and various positions, managing many types of public improvement projects as well. The Environmental Design Green Associate following is a partial list of projects that Masoud has successfully managed. (LEED GA) Experience *Experience prior to joining the firm Director of City Engineering & Construction Management Services I Brea, CA Masoud's responsibilities include management of the Bowman's contracts, project management and construction management staff, quality control, marketing and training. Masoud is currently, assisting the City of Placentia with management of Golden Avenue Bridge Replacement project, in addition to other utility rehabilitation projects. Various Projects I City of Placentia, CA* City Engineer. Masoud's responsibilities included management and processing of all public works encroachment permits in addition to all other city engineering and management functions. Masoud was responsible for plan check, design review, and inspections associated with private developments throughout the city. He assisted the Director of Public Works with preparation of the Capital Improvement Program (CIP) budgets and monitored the expenditures in conformance with the Department's goals and objectives. He managed all design and construction contracts associated with the public works CIP program to ensure delivery of projects on time and on budget. Masoud supervised and assigned work to in-house engineering, maintenance staff and consultant staff associated with CIP and plan - checking activities. His responsibilities also included negotiating and enforcing design and construction contracts, cooperative agreements, interacting with other cities and agencies, license agreements, lease agreements, schedules, and work plans to ensure projects were completed within expected timelines, material specifications, and budget. He reviewed change orders, evaluated budgets, costs, and technical feasibility. Conducted staff meetings with city personnel; attended meetings with other city departments, government agencies, private developers, contractors, and consultants to coordinate various projects and programs. Prepared schedules and budgets for various projects and assist with preparation of the CIP and grant applications. Reviewed and approved tract maps, parcel maps, lot -line adjustments and provided advice to the City Administrator, planning and City Council regarding Bowman I Engineering Support Services I May27, 2024 Masoud Sepahi, PE, LEED GA (cont.) I Project Manager engineering and administrative issues. Prepared Agenda Reports on various actions required by the City Council. Attended City Council, Planning Commission, Traffic Commission, and other public meetings and made presentations on various engineering and construction proposals, contracts, engineering reports, and staff recommendations. Various Projects I City of Los Angeles, CA* As the Director of Construction Management for the Los Angeles Metropolitan Transportation Authority, Masoud was responsible for the southerly portion of the Crenshaw / LAX Transit Project. This project was an eight -and -a -half -mile light-rail line, which connects the Expo Line on Exposition Boulevard to the Metro's Green Line at the Los Angeles International Airport.This $2B project consisted of eight Stations, eight aerial bridges over major streets and the 1-405 Freeway. During his tenure with LA Metro, Masoud was responsible for management of all construction on the southern segment of the project, extending from the Greenline station to the outside of City of Inglewood. His responsibilities included management of the entire construction staff, reporting to executive management on construction progress and issues in addition to interfacing with the city officials, utility agencies, contractors, and designers. Also, working for Metro, Masoud was responsible for the management of three major Advanced Utility Relocation Contracts as part of the Purple Line Corridor Project. This project extended the terminus at Wilshire / Western westward for about nine miles with seven new stations. He performed Resident Engineering for three major contracts under this $4B transit project. Responsible for all of the utility relocations at three major intersections, La Brea and Fairfax in the City of Los Angeles and La Cienega at the City of Beverly Hills. Duties included management of construction and design staff, interaction with utility agencies, contractors, designers and city officials.The advance utility contracts paved the way for mass excavation of the subway stations.The relocation of over 150 major utility lines had to be designed and constructed within a very aggressive schedule to allow for the next phases of the project to start. As the Director of Construction Manager, Masoud was responsible for delivery and relocation of major storm drains, sanitary sewer, electrical power lines, telecommunication, water, gas, and many other utilities, which had to be relocated within a very aggressive schedule. Various Projects I Fullerton, CA* Principal. As the principal for MARRS'facilities, and transit divisions, Masoud was responsible for managing construction management staff and multiple contracts with various public agencies. His responsibilities included management of multiple civil engineering projects, reporting to executive management and interaction with clients. His other responsibilities included development and implementation of marketing strategies, preparation of staffing plans, preparation and analysis of company budgets and finances in addition to interaction with existing and potential new clients. Some of the major projects under his management included: LAX / Bowman I Engineering Support Services I May17,1014 --- 10 Masoud Sepahi, PE, LEED GA (cont.) Project Manager Crenshaw Transit Corridor, Advanced Utility Studies, LAWA Water Systems modeling, LAX 2nd Level Roadway and Deck Repair, Metro On-call bus Facility construction management, Cesar Chavez Roundabout Project, LAX South Runway Improvements in addition to many other infrastructure improvement projects. Various Projects I Irvine, CA* As Program Director, Masoud was responsible for GKK Works' Construction Management for various public works facility projects. Some of these projects included: Police Administration Building, San Bernardino International Airport Facility Improvements Program, Third party review for all new developments for the Inland Valley Development Agency (IVDA.), runway drainage studies, conceptual design and modifications for terminal buildings, facility and site assessment, demolition of buildings and facilities at the airport, master planning, and third -party reviewer for construction of large warehouses for the IVDA. On behalf of IVDA, he also worked with private developers for development of large cargo storage and distribution centers near the airport. Various Projects I Various Locations, CA* As the KBR's Construction / Design Manager for the western region, he was responsible for KBR's projects in the Southern California region. His duties included contract negotiations with clients and sub -consultants, managing and administering projects in addition to managing engineering staff and sub -consultants. As the design manager for the Airside Improvement Program (AIP) at Bush Intercontinental Airport, he was responsible for the management and supervision of the design staff and up to 100 sub -consultants. His responsibilities also included management of multiple design contracts to ensure compliance with the project budget and schedule in addition to the client's guidelines and regulations. Provided routine project status reporting on the work performance and productivity of designers and their subconsultants. He also reviewed and approved designer's invoice for compliance with provisions in the contract including minority participation requirements. He managed the design and construction of many projects, under the AIP program. Various Projects I City of Los Angeles, CA* As a member of the City of Los Angeles engineering staff, Masoud worked on many infrastructure programs and projects, some of which include the Police Bond Program, Los Angeles Convention Center Expansion, Tom Bradley Terminal at LAX and many other small to large municipal facility construction and renovations. Masoud worked at the Departments of Public Works and Building and Safety, where he was responsible for plan check activities for Public Works improvements in addition to residential and commercial buildings. Bowman I Engineering Support Services I May27, 2024 — 11 Mike Kapanpour, MSCE, PE I Assistant Project Manager Education Mike has over 39 years of experience in the management and design of a wide variety M.S. Civil Engineering of public works projects including site development, pavement rehabilitation, parks, street widening, storm drain, and sewer and water improvements. Mike has a well- B.S. Civil Engineering rounded understanding of public works and the challenges of building a public (APWA) Public Works Inspection project through his experience as both a municipal employee and a consultant. He Registrations has worked on all phases of public projects from planning through construction and Professional Civil Engineer: has been responsible for directing development review and capital improvement California (#57363) programs with several agencies in Southern California. Certifications Experience Construction Management Certificate California High -Speed Rail Project I Various Locations, CA* Project Manager. Mike provided review of change order proposals submitted by the American Public Works Association contractor for additional work; negotiated final agreed prices; and recommended (APWA) Public Works Inspection approval to the High -Speed Rail Authority for issuance of change orders. This project Certificate was a Design / Build project which constructed 33 -mile of High -Speed Rail between Caltrans Construction Management the City of Merced and the City of Fresno as part of the High -Speed Train from San Program Francisco to Los Angeles. The project included supporting infrastructure such as roads, utilities; ramps, bridges, and retaining walls in the City of Fresno. 1-405 Sepulveda Pass Widening Project I City of Los Angeles, CA* Mike provided review of the project documents and design submittals as part of the Caltrans Design Review Group on this $213 project; headed the Estimating Group for utility cost estimates and change orders and negotiating with the contractor in reaching an agreement for the additional work also, reviewed the time and material costs submitted as part of the extra works performed in the field. This was a Design / Build project involving a 10 -mile HOV lane and improve supporting infrastructure such as ramps, bridges and sound walls on the San Diego Freeway (1-405); while widening lanes from the Santa Monica Freeway (1-10) to Ventura Freeway (US -101). This project's purpose was to reduce existing and forecasted traffic congestion on the 1-405 and enhance traffic operations by adding freeway capacity in an area that experiences heavy congestion. In addition to these modifications, the project is meant to improve both existing and future mobility and enhance safety throughout the corridor. Various Projects I Various Location, CA* Program Manager for the implementation of five-year pavement management program for different municipalities. Programs included selection of consulting firms to design the program, presenting the programs to the City Councils, preparing, and administering program budgets. Also, project manager for implementation of those programs in the first few years of the programs. Various Projects I City of Poway, CA* Staff Engineer. Mike was providing as -needed map and plan check services for various *Experience prior to joining the firm development projects. The services included review of grading plans, erosion control Bowman I Engineering Support Services I Moy17,1014 ---- 12 Mike Kapanpour, MSCE, PE (cont.) Assistant Project Manager plans, improvement plans, and parcel /final maps. Plans were checked for compliance of the city's Grading Ordinance, city -adopted standards and city -approved conditions of approval. Parcel / final Maps are checked for technical accuracy and for compliance of the State Subdivision Map Act, the Land Surveyor's Act, the city's Subdivision Ordinance, and city -approved Tentative Map. Other services included review and processing boundary adjustments, certificates of compliance, lot mergers, easement vacations, and preparing development agreements. Occasionally, services also included periodic meetings with the city, development's engineer / surveyor, and owner/ developer. Various Projects I City of Los Alamitos, CA* Mike served as the Public Works Director / City Engineer for the city where he was responsible for the day-to-day operations of the city's Public Works and Engineering Department, including directing the development review, and capital improvement program. Mike also provided Project Management services for the preparation of the city's Pavement Management Program. Other duties included: preparation, administration, and implementation of the Annual Capital Improvement Program for the city. Attended the City Council and theTraffic Commission meetings. He also prepared staff reports and other technical reports for presentation to the City Council and Traffic Commission. Prepared, reviewed and checked engineering calculations prepared by the city staff and consultants. Represented the city at meetings with other agencies and the Development Community. Prepared development projects' Conditions of Approval for public works and Engineering requirements. Reviewed and Commented on the development projects Covenants, Conditions, and Restrictions (CC&R's) prepared by the project's Engineer. Mike's duties also included the review of grading and public infrastructure improvements plans, Geotechnical reports, and hydrology and hydraulics reports for development projects. He was also responsible for the oversight and approval of over-the-counter permits for Public Works Department. Various Projects I City of Lomita, CA* Mike served as the Public Works Director/ City Engineer for the City of Lomita where he was responsible for the day-to-day operations of the city's Public Works Department including Engineering, Maintenance and Operations, and Water Department. Attended the City Council and Commission meetings as needed. Prepared staff reports for presentation to the City Council. Prepared, reviewed and checked engineering calculations prepared by the city staff and consultants. Represented the city at meetings with other agencies and the Development Community. Prepared annual landscape, Lighting and Maintenance Assessment District Engineer's Annual Report and forward to the City Council for approval. Worked with the Consultant on preparation and calculation of new water rates for the city. Bowman I Engineering Support Services I May27, 2024 -- -- 13 Mike Kapanpour, MSCE, PE (cont.) Assistant Project Manager Various Projects I City of Lynwood, CA* Project planning, development, design, and administration, value engineering, estimating, bid document preparation, evaluating schedules, resolving RFI's, submittal review, record-keeping, payment approval, proposal and time extension negotiations, change orders, daily interaction with architects and contractors, development review of on-site grading including both preliminary and precise grading plans, hydrology, hydraulics, storm drain and street improvements, review of engineering technical reports including soil reports and on-site drainage facilities. Also, while at the city, his duties included plan check, structural analysis, estimating, and inspection. Various Projects ( City ofLawndole, CA* Mike served as manager of Public Works Department including engineering and design, traffic, streets, transit, parks and building maintenance, solid waste. Mike also served as the Project Manager for the preparation of the City of Lawndale Storm Drain Master Plan. Responsibilities included the selection of the consultant for the project, presenting report to the City Council, implementation of the project during the first year of the project. Mike assisted with the following services for the city. Assisted with the design; plan check structural analysis, estimating, inspection; development review of on-site grading, hydrology, hydraulics, and street improvements, review of engineering technical reports including soil reports and on-site drainage facilities. Mike also served as project manager for Rule -20A, utility undergrounding project from inception through design and construction including daily interaction with utility companies, contractor and residents. While working for with the City of Lawndale, Mike served as the Project Manager for the preparation of the city's pavement management program. Various Projects I City of Malibu, CA* Project Planning, development, and administration, estimating, bid document preparation, evaluating schedules, resolving RFI's, submittal review, record-keeping, payment approval, proposal, and time extension negotiations, change orders, daily interaction with architects and contractors. Bowman I Engineering Support Services I May27, 2024 ____14 Hormoz Vahid Construction Manager Education Hormoz Vahid has more than 38 years of experience on a wide range of public B.S. Civil Engineering, Texas A&M works projects throughout Southern California. His experience covers both design University and field engineering, including site preparation grading and drainage, roadways and streets, water and wastewater systems, utilities, storm water facilities, and Registrations construction inspection and administration. As a public works inspector, Hormoz works with the development and construction community to ensure compliance with 40 Hr. HAZWOPER, Certificate municipal codes, standards, and specifications. Hormoz's responsibilities also include (#2401404) research and implementation of new construction techniques and materials, and Deputy Inspector #561, City of Irvine recommendations for specification changes, when warranted. He provides inspection (concrete, steel, masonry, & asphalt) services on capital improvement projects, subdivision development, and construction Moisture Density Nuclear Gauge permit work. During his three decades of experience, Hormoz has developed Certification-Troxler Laboratories comprehensive skills in site supervision, management techniques, report writing, Final Inspection Orientation research techniques, budget preparation, and administration. In addition, Hormoz Certificate, California Governor's Office has acquired exceptional knowledge of city, county, and federal laws on the public of Emergency Services and private construction process. Experience Various Projects I City ofMontebello, CA Hormoz has assisted the City of Montebello with various Capital Improvement Projects (CIP) and engineering tasks for over a decade. Bluff Road Improvements I City of Montebello, CA As CIP Manager Hormoz's responsibilities included review of bid proposals, contract agreements, performance and material bonds, issuing addenda, scheduling pre - construction conferences, preparation of change orders, and reviewing certified payroll and billing. Prepared staff reports to be presented to city council. Project construction cost was $200,000, and the project was completed with a savings of $10,000. Via Campo Street Improvements City of Montebello, CA Responsibilities included review of bid proposals, contract agreements, performance and material bonds, issuing addenda, scheduling pre -construction conferences, preparation of change orders, and reviewing certified payroll and billing. Prepared staff reports to be presented to city council. Project construction cost was $303,000, and the project was completed on time, with a savings of $12,000. Garfield Avenue Improvements I City of Montebello, CA Responsibilities included monitoring compliance with plans and specifications, attending meetings and preparing daily inspection reports, measuring field quantities, monitoring traffic control, monitoring extra work and assisting in the processing of change orders, and developing a punch list. Project construction cost was $784,000, and the project was completed on time with a savings of $20,000. *Experience prior to joining the firm Bowman I Engineering Support Services I May 27, 2024 --- - -- 15 Hormoz Vahid (cont.) Construction Manager Beverly Boulevard Improvements I City ofMontebello, CA Responsibilities consisted of inspection of daily construction activities, monitoring compliance with approved plans and specifications, conducting contractor interviews, preparing change orders, verifying quantities, and reviewing billings. Project construction cost was $418,000; the project was completed on time with savings of $1,500. Various Projects I City of Bell Gardens CA Public Works Inspector / Permit Engineer. Under the general supervision of the City Engineer, Hormoz was responsible for processing public works permits and conducting inspections. He was responsible for investigating public works construction -related citizen complaints, reporting observed safety violations to City Risk Manager, and reviewing and verifying a variety of construction documents, such as plans and specifications, permits, and estimates. He was also tasked with ensuring that all the permits given to construction are in accordance with legal contracts and for maintaining the uniform traffic control devices. Monitored all public complaints regarding construction and resolved them efficiently. Bowman I Engineering Support Services I May27, 2024 --- --- 16 Imad Zureiqat, M5, EIT I Inspector Education Imad Zureiqat has more than 41 years of experience in construction inspection and M.S. Engineering, Moscow Civil resident engineer tasks. He has been responsible for preparation of plans, cross - Engineering Institute sections, details, and specifications for various civil and landscape projects. ]mad has coordinated with other engineering disciplines, responded to plan check comments, Registrations and prepared material, take -off and cost estimates. Engineer in Training (EIT), California Experience General Building Contractor License Urban Bicycle Project I City of Lynwood, CA (B) This project included construction of HMA bike path, curb and gutters, curb ramps, retaining walls, concrete swales, concrete box culverts, chain link fence, permeable Certifications pavers, installation of removable bollards, gates, main waterline, irrigation, installation Special Inspector Certificates: of trees and shrubs, mulch, single and dual ARM Pedestrian, lighting poles and luminaire, furnishing and installing way -finding and interpretive signs, bicycle racks, Commercial Building Inspector fountains and striping. Structural Masonry Maine Avenue Improvement I CityofBaldwin Park, CA Reinforced Concrete Provided construction inspection of this project. The purpose of the project was Prestressed Concrete Special Inspector to create neighborhood -friendly pedestrian and bicycle linkages serving the areas Associate surrounding Maine Avenue. The sidewalks were widened by 2 ft, continuously on ACI Field Technician Grade 1 each side of the roadway; parking lanes have curb extensions at intersections and intermittent locations. Utilities were placed underground, and the driveway ramps Division of the State Architect (DSA) were reconstructed to provide flat sidewalk paths across driveways. Lighting was Regulations & Procedures (Part 1, II, III) improved and included pedestrian -scale lighting every 75 ft. Intersections were Languages improved with new crosswalk markings, signal improvements, ADA Ramps, and a roundabout at Main Avenue / Olive Street with safety islands for pedestrians and English (native / professional bicyclists. proficiency) Arabic (native / professional Long Beach Boulevard I City of Lynwood, CA proficiency) Provided compliance with plans, specifications, and the contract; oversaw traffic control, and provided daily log and Inspection report entries, including pictures Russian (elementary proficiency) of the project. Reviewed and reported contractor claims, prepared weekly update reports, and reviewed contractor's invoices, verified completed work and approved all quantities. Infrastructure Engineers provided construction management, inspection, and labor compliance that included roadway resurfacing of 192,779 sq. ft. with a section of 2 -in AC top course and 1 -in AC leveling course and 40,000 sq. ft. with a section of 2 -in of asphalt rubber hot mix (ARHM) over 1 / 2 -in SAMI sealant and 1 -in leveling course. Concrete improvements included 4 -in sidewalk, driveway approaches, cross gutters, curb and gutter, curb ramps, installation of 16 detectable warning surfaces on existing curb ramps and construction of six new bus pads. Pacific Pedestrian &Transportation Improvement I City of Huntington Park, CA Provided construction inspection, preparation of daily reports, review of change orders and progress payment requests, coordinated soils testing service and assisted *Experience prior tojoining the firm with labor compliance. Bowman I Engineering Support Services May27, 2014 -- 17 Imad Zureiqat, M5, EIT (cont.) Inspector Mines Avenue Street Improvements I City of Montebello, CA Construction management and inspection services included construction inspection, preparation of daily reports, review of change orders and progress payment requests, and coordinating soils testing services. The project involved roadway improvements, and pavement rehabilitation with concrete improvements of Frankel Avenue from Bluff Road to 5th Street and 16th Street from Madison Avenue to Harding Avenue. Bluff Road Street Improvement I CityofMontebello, CA Infrastructure Engineers was retained by the city to provide design, project management, bidding, award of contract, construction management and inspection of the Bluff Road Street Improvement project from Sycamore Street to Date Street (.45 mile). Maple Ave Street Improvements j City ofmontebello, CA Provided construction inspection of this roadway improvement project. Infrastructure Engineers prepared plans, specifications and estimates for roadway improvements, pavement rehabilitation, concrete improvements, ADA improvements and utility adjustments of Maple Avenue from Washington Boulevard to Mines Avenue.The pavement analysis and alternate rehabilitation strategies included budget analysis to complete as much of the street improvements within the fixed project budget. Citywide Safety Enhancement - Active Transportation Plan (ATP) I City of Bell Gardens, CA Imad was responsible for inspection of this project, including preparation of daily reports, review of change orders and progress payment requests. The project area was comprised of the entire City of Bell Gardens. One of the goals of this project was to create a bike -friendly environment; to encourage residents, especially students, to bike to their destinations. The proposed work at various locations included installing video cameras at several intersections, installing Americans with Disabilities Act (ADA) -compliant ramps, countdown pedestrian heads, and bike lane signing and striping on some city streets that met minimum qualification for a bike lane. Home 2 Suites I City of Montebello, CA Provided construction inspection for this 203 -room, eight -story hotel. The hotel will be owned by the city and operated by Hilton. The hotel is expected to generate more than $1 M to the city's general fund each year. City Sanitary Sewer System 20% CCTV Project I City of Montebello, CA Responsible for inspection of this project, including preparation of daily reports, review of change orders and progress payment requests. The project involved televising and rating of the condition of 20% of the city's sanitary sewer system, including possible as -needed cleaning and draining. Bowman I Engineering Support Services I May27, 2024 t6 Imad Zureiqat, MS, EIT (cont.) Inspector Bicknell Park Pump Station Project I City of Montebello, CA Infrastructure Engineers provided project management, bidding, award of contract, construction management and inspection for the construction phase of Bicknell Park pump station. Imad was responsible for construction inspection, preparation of daily reports, review of change orders and progress payment requests. Various Projects I Carson, CA* Golden State Water Company. Prepared fire flow requests, invoices, plan checks, meter service record cards and filing. Various Projects I Tarzana, CA* West Valley Investment Group. Supervised construction and safety in seismic retrofit project in Santa Monica Parking Structure 5. Monitored excavations, poured concrete forfoundations of piers at UCLA tower cooling building. Various Projects I Harbor City, CA* Minco Construction. Followed up construction and safety project at Compton College Stadium renovation; coordinated and managed subcontractors; conducted weekly construction meetings; prepared RFI, PCO, payment progress, purchase orders, as - built drawings and take -off. Various Projects I Irvine, CA* Penco Engineering. Prepared plans, cross-sections, details, and specifications for various civil and landscape projects. Coordinated with other engineering disciplines, responded to plan check comments. Prepared material, take -off and cost estimates. Bowman I Engineering Support Services I Moy27, 2014 —----------------- 19 Jay Shih, PE, CASp, CBO Certified Access Specialist Education Jay Shih is a veteran civil engineer, building official, construction manager, access M.S. Geotechnical Engineering, specialist, structural and engineering designer and plan checker with 41 years of University of Sao Paulo experience. Jay has spent his career working for public agencies and consulting ICC Certified Commercial Building companies providing highly skilled design, building and engineering plan check and B.S. Civil Engineering, University of Sao construction management of buildings, sewers, storm drains, streets, sidewalk, curb Paulo ramps, grading and stormwater management. UCLA Extension in Construction Experience Management aspect of building and engineering plan check, building and engineering inspection. ICC Certified Residential Building Various Projects I City of Corona, CA Registrations Certified Access Specialist (CASp) Plans Examiner, Inspector and Instructor. Checks Professional Civil Engineer: ADA improvement plans for the City of Corona including 36 city parks restrooms, California (#46841) handicap parking, and playgrounds. Inspects various existing city facilities for ADA Developer, QSP / QSD (#22265) compliance and make recommendations on required improvements. Provides DSA Certified Access Specialist inspection and certification for completed improvements, including final walk- (#CASp-683) through and punch list creation. Provides design consultation and plan review ICC Certified Building Official (CB) services, from design through construction documents. Prepares and provides ICC Certified Fire Marshal (FM) appropriate training materials for engineering staff, including major updates to Federal and California ADA codes. Provides technical expertise and expert witness ICC Certified Building Code Specialist testimony as needed. (68) counter technicians to issue encroachment permits and grading permits, calculated ICC Certified Fire Plans Examiner (F3) Various Projects I Brea, CA Bowman I Engineering Support Services I May27, 2024 -- — -- 20 Principal of Building & Safety. Directs and supervises professional and technical ICC Certified Building Plans Examiner staff, prepares building and engineering proposals in response to RFPs and RFQs; (B3) makes hiring and disciplinary decisions; identifies training needs; oversees plan ICC Certified Commercial Building check, permitting, and inspection; negotiates, administers, and monitors contracts Inspector (B2) and agreements. Provides effective leadership with the building and engineering ICC Certified Residential Plans departments to achieve project requirements, meets deadlines, satisfies customer Examiner (R3) and client needs, ensures safe operations, and meets profitability targets. Manages all aspect of building and engineering plan check, building and engineering inspection. ICC Certified Residential Building Provides building standards code, stormwater, and low impact development training Inspector (61) to staff. Checks complex structural, architectural, disabled access, land development, ICC Certified Building Inspector (B5) and public improvement plans. Qualified SWPPP Practitioner & Various Projects I Cities ofArtesio and Baldwin Park, CA Developer, QSP / QSD (#22265) City Engineer. Directed and administered all activities of the Engineering Department, City of Los Angeles Certified Deputy including planning, designing, and directing construction and maintenance of streets, Grading Inspector bridges, pipelines, water and sewer systems. Managed capital improvement projects, reviewed designs completed by consultants. Monitor stormwater discharge from MS4, construction activities, and industrial activities into the city's storm drain system for compliance with NPDES Permit requirements. Reviewed and approved public improvement and land development plans prepared by private engineers, directed counter technicians to issue encroachment permits and grading permits, calculated grading bonds, coordinated inspection and acceptance of such work. *Experience prior to joining the firm Bowman I Engineering Support Services I May27, 2024 -- — -- 20 Jay Shih, PE, CASp, CBO (cont.) k Certified Access Specialist Various Projects I Cities of Huntington Park, Montebello and Baldwin Park, CA Building Official. Provided counter plan check and building code consultation; checked residential and commercial plans, including mechanical, electrical and plumbing; checked grading, drainage, low impact development, erosion control and WQMP plans; reviews soil, compaction, hydrology analyses and SUSMP reports; provided input to Planning Department in the drafting of Conditional Use Permits; coordinated with City Engineers in the review of tentative and final tract maps, parcel maps for lot split, and lot merger in compliance with the Subdivision Map Act. Various Projects I Cities of Rosemead and La Puente, CA Building Official and Principal Plan Check Engineer. Provided counter plan check and building code consultation; checked residential and commercial plans, including mechanical, electrical and plumbing; checked grading, drainage, low impact development, erosion control and WQMP plans; reviewed soil, compaction, hydrology analyses and SUSMP reports; provided input to Planning Department in the drafting of Conditional Use Permits; coordinates with City Engineers in the review of tentative and final tract maps, parcel maps for lot split, and lot merger in compliance with the Subdivision Map Act. Various Projects I Cities of Baldwin Parkand Huntington Park, CA Senior Plan Check Engineer. Provided counter plan check and building code consultation for the building departments. Checked residential and commercial plans, including mechanical, electrical and plumbing. checked boundary, topographic, ALTA surveys, grading, drainage, low impact development, erosion control and WQMP plans. Various Projects I City of Costa Mesa, CA Fire Plans Examiner. Reviewed fire protections plans / systems for code compliance and for life safety and fire issues including construction type, occupancy type, interior finish, height and area limitations. Identified requirements for fire protection systems, including fire sprinkler, fire alarm, fire hydrant, fire department connections, standpipes, and fire pumps, and permits. Reviewed fire protection plans and related documents for compliance with California Fire Code, NFPA 13,13D and 13R, NFPA 72, policies and jurisdiction requirements for commercial, industrial and residential buildings. Verified code compliance to protect against hazards of specified occupancies and uses, such as cannabis extractions which employ Flammable gases and liquids. Verified special fire protection features, such as fire -resistive materials and surface treatments, and clearance of combustibles surrounding the buildings are specified. Verified storage, use and handling of Flammable and combustible liquids and gases are specified and complies with code requirements. Verified water supplying fire protection systems is sufficient for designed fire flow, with control monitoring equipment as required by code. Verified sprinklers, standpipes, and alternate automatic fire extinguishing systems are specified where required. Verified Bowman I Engineering Support Services I Moy27,2024 21 Jay Shih, PE, CASp, CBO (cont.) Certified Access Specialist that emergency and standby power are provided for systems egress and occupant safety. Conducted site inspections of fire protection systems, fire sprinkler and fire alarm systems to ensure standards of construction and component installations are safe, in accordance with the approved plans, and in compliance with relevant codes and regulations. Interacted and assisted applicants, contractors and the public with concerns and questions regarding plan review and inspection related issues. Assisted designers and contractors by providing information and interpretations of fire codes and regulations, recommended necessary changes to design documents as required to obtain compliance with applicable codes and regulations. Prepared written correction letters and maintaining and updating records and database information. Worked with fire and building inspectors to resolve field related code issues and coordinate activities with other municipal departments as directed. Provided technical direction and assistance to inspection personnel relating to field problems. Various Projects I City of Los Angeles, CA* Director of Engineering Department for the City of Los Angeles Community Redevelopment Agency in revitalizing blighted communities within the city. Managed the design and construction of Upper 2nd Street Bridge which connects the old downtown Los Angeles with Grand Ave. Oversaw staff construction managers and inspectors in managing construction contracts. Checked tenant improvement, building rehabilitation, and public works improvement plans prepared by staff engineers and consultants prior to advertising and bidding construction projects. Provided construction management services for a new 8,645 sq. ft. Community! Center. Project includes a kitchen, multipurpose rooms, administration offices, restrooms, game room, concession room, landscaping, irrigation, site walls, site lighting, and paving.The building is utilizing a dual plumbed system, and the site is using reclaimed waterfor irrigation.The project has required close coordination with SCE, RWQCB, and Los Angeles County Department of Public Health. Various Projects I City of Los Angeles, CA* Civil Engineer for the Department of Public Works. Designed seismic retrofits to strengthen the city's unreinforced masonry buildings. Managed construction of public improvements including grade separation, bulkheads, trunklines, tilt ups, and wastewater treatment plants. Checked subdivision maps and metes and bounds legal descriptions. Designed retaining walls and concrete bulkheads. Prepared public improvement plans including sidewalks, sewers and storm drains. Performed construction management of public improvements. Bowman I Engineering Support Services I May27, 2024 22 Nathan Kirby Administrative Assistant Education Most of Nathan Kirby's career has been spent in service to municipalities in Los Business Administration, Cypress Angeles County. He has held positions in which he has been responsible for College, Cypress, CA administrative duties related to public works projects, construction and quality control. Certifications Experience Construction Management, Ashworth Complete Street Improvements on Maine Avenue Project I City of Baldwin Park, CA College, Norcross, GA Served as Project Assistant. Scope of work included removal and replacement of sidewalk, curb and gutter, driveway approach, catch basins, and manholes, rain garden, landscape, new pavement, which included manhole adjusting and streetlight system. Responsible for preparations and / or organization of all construction documents including Contract Change Orders, Meeting Agendas, Progress Payments, Project Budgets, RFI's, Right of Way Maps, Daily Reports and Weekly Statements. Garfield Avenue Improvements Project I City of Bell Gardens, CA Served as Project Assistant. Scope of work included removal and replacement of sidewalk, curb and gutter, traffic loops, regulatory signs, curb ramps, and new pavement, which included manhole and valve adjusting. Responsible for preparations and / or organization of all construction documents including Contract Change Orders, Meeting Agendas, Progress Payments, Project Budgets, RFI's, Right of Way Maps, Daily Reports and Weekly Statements. ATP Cycle 2 Uncontrolled Crosswalk Pedestrian Safety Enhancements Improvements Project I City of Huntington Park, CA Served as Project Assistant. Scope of work included removal and replacement of traffic signal systems, vehicle and pedestrian heads, cabinets, controllers, pedestrian push buttons, curb and gutter, curb ramps, flashing beacon, HAWK signal, street name signs, traffic striping and tree removal. Responsible for preparations and / or organization of all construction documents including Contract Change Orders, Meeting Agendas, Progress Payments, Project Budgets, RFI's, Right of Way Maps, Daily Reports and Weekly Statements. Water Main Replacement Project I City of Huntington Park, CA Served as Project Assistant. Scope of work included removal and replacement of concrete sidewalk, curb and gutter, driveway approaches, curb ramps, 8 -in and 10 -in water main line, water meters, water service lines, tree pruning, and new pavement, which included manhole and valve adjusting. Responsible for preparations and / or organization of all construction documents including Contract Change Orders, Meeting Agendas, Progress Payments, Project Budgets, RFI's, Right of Way Maps, Daily Reports and Weekly Statements. "Experience prior to joining the firm Bowman I Engineering Support Services I May27, 2024 ----- -- 23 Company Qualifications Company Qualifications Bowman is a trusted, multi -faceted professional services firm offering a broad range of infrastructure, environmental management, energy and real estate solutions to both public and private clients across the country. From large commercial developments, to master planned communities, to local transportation projects, Bowman delivers outstanding project results, builds long-lasting relationships and leverages the growth of our organization to serve the constantly changing needs of our clients. Why We're Different Markets Services Headquartered in Brea, CA, Infrastructure Engineers, a Bowman company provides a breadth of professional engineering, planning, environmental, geospatial and municipal infrastructure services to cities and counties throughout Southern and Central California. As of June 13, 2023, Infrastructure Engineers has officially joined Bowman.This change provides a strong foundation for us to merge our comprehensive skillsets while offering the same level of commitment to our clients and employees. Bowman I Engineering Support Services I May27, 2024 Building Infrastructure • Civil & Site Engineering • Commercial & Industrial • Transportation Engineering • Education • Mechanical Engineering • Government • Electrical Engineering • Healthcare & Senior Living . Plumbing / Fire Protection • Mission Critical . Land Procurement / Right -of -Way • Mixed -Use / Multi -Family . Commissioning / Energy Efficiency • Parks & Recreation Energy Services • Residential • Survey /Geospatial • Retail • Water /Wastewater Power il Utilities • Construction Management Renewable Energy • Environmental Consulting Transportation • Landscape Architecture / Planning Water Resources • Structural Engineering Mining & Exploration Ports & Harbors P Reality Capture 24 Team Members With more than 90 offices nationwide, we continue to add staff, services, and locations to continue to provide the best development and infrastructure services to our clients. 2,100+ Employees 120+ Fully Equipped Field Survey Crews 300+ Professional Engineers 60+ Professional Surveyors 100+ Right -of -Way and Land Professionals 13 Environmental Specialists 90+ Planners and Designers 20+ Registered Landscape Architects Awards Zweig Group - Hot Firm's List - #9 (2023) Forbes- Most Successful Small Cap Companies in America - #3 (2023) Engineering News Record #78 -Top 500 Design Firms (2024) #63 -Top 500 Design Firms Pure Designers (2024) #22 - Mid -Atlantic -Top Design Firms (2023) #44 - Southeast - Top Design Firms (2023) #16 - Southwest -Top Design Firms (2023) #78 - New York - Top Design Firms (2023) #57 -Texas & Louisiana -Top Design Firms (2023) National Business Journals #8- Washington Bus. Journal Largest Engineering Firm (2023) #5 - Washington Bus. Journal Largest Landscape Architecture (2023) #18- Louisville Business First Largest Engineering Firm (2023) #12 - Philadelphia Business Journal Largest Engineering Firm (2023) #17 - Phoenix Business Journal Largest Engineering Firm (2023) #42 - Dallas Business Journal Largest Engineering Firm (2023) MEP Giants - #88 (2023) N 0 0 00 0 00 • 1.00. Bowman I Engineering Support Services I May27, 2024 25 One of the key strengths of Bowman is our multi -faceted capabilities, where we can pull from any type of engineering services that may be needed for the City of Rosemead. Our company can provide project management and construction management in support of variety of projects. We have reviewed the scope of services, and we are confident that we can assist the city with any type of project management service that may be required to carry these projects, from planning, through design, construction and project close-out. Our main team composition for managing and assisting the city's task order will include Masoud Sepahi, PE, LEED GA as the project manager, supported by a list of qualified and experienced staff, all of whom have many years of experience managing numerous CIP projects. We also have other qualified project managers, construction managers and inspectors, which will be available to assist the city with management and inspection staffing for any type of project. What makes our team unique is our multifaceted make-up and capabilities. Our team to have the advantage of utilizing our capabilities and resources interchangeably without any barriers. As the City Engineer, Masoud was responsible for preparation of a financial feasibility of solar photovoltaic, battery energy storage system and electric vehicle supply equipment for the City of Placentia's City Hall and Police Station. Masoud also managed the design for the renovation of the City Hall, include a complete replacement of the existing HVAC system, energy audit and a re -arrangement of the city's Emergency Operations Center (EOC). In addition, Masoud managed the design by a team of consultants for the city's new Public Safety Center Project, which included a new 19,000 SF facility, shooting range, Solar and battery storage systems, security fences and equipment and a separate Bulter building for housing the PD's new evidence storage facility.This facility will be primarily used by the police department, but it is flexible to be used by other city departments for conducting meetings and training. These projects are very similar to the type of the projects that will be undertaken by the city, and Masoud's knowledge of various issues involved with design and construction of these facilities will add value to the city's ongoing efforts. City of Placentia - Public Safety Building The following are some of the key challenges, facing the design and construction of the city's Public Safety Center Rehabilitation. Construction Within a Fully Operational Facility: It is important for the project team to build in provisions for the contractor to keep the entire EOC and the City Hall operational, during the remodeling. These essential city facilities must be fully operational during the entire construction period. Masoud has managed many projects, including terminal buildings, conventions centers, city facilities, incorporating phasing plan as part of the design development. This will allow the contractor to keep essential parts of the building operational, while construction continues with least amount of impact to the staff and the city's operations. ADA Compliance: All projects must be fully ADA Compliant, and our team will ensure that every design is reviewed and vetted for full compliance with the latest codes and regulations. Every design will be reviewed by Jay Shih, CASp. Jay is a civil engineer, building official, construction manager, access specialist, structural and engineering designer and plan Bowman I Engineering Support Services I May27, 2024 ----26 checker with 41 years of experience. Jay has spent his career working for public agencies and consulting companies providing highly skilled design, building and engineering plan check and construction management of buildings, sewers, storm drains, streets, sidewalk, curb ramps, grading and stormwater management. We will make sure that all design work is fully complaint and defendable incoordination with the city's ongoing ADA transition plan. • Utility Conflicts: It is very important to identify and show all the existing utilities on the contract documents and to include provisions in the Contract for the contractor to conduct potholing. It is also important to make sure that the Contractor conducts this potholing in advance of start of any excavation work. Our team has introduced various safeguards for dealing with unforeseen utilities that the contractor may encounter during construction. We will include utility investigations and potholing for all projects that involve sitework to ensure that there are no utility conflicts. Construction Engineering and In-house Engineering Judgment to Overcome Complex Projects Being a firm owned and led by engineers, our in-house engineering expertise is invaluable on construction projects for resolving complex issues under pressure. We know from experience the best way to save money for our clients is to get ahead and stay ahead of the key project issues. We are able to provide a seasoned staff to conduct a constructability review for every project we oversee and roll all identified issues into a Risk Management Plan. The plan can be used to ensure that we are cognizant of all risks ahead of time and have a preemptive plan to manage them with the least impact to the project. Ability to Handle Project Changes Two characteristics of our team and key staff that contribute to our success are flexibility and responsiveness. We are well accustomed to responding to the changing needs of ongoing construction projects. In additions, we are well accustomed to rapid mobilization of construction field staff, often within one day. Our planning and management ensure that we are always ready to respond quickly to requests from the field, and we are readyto serve on new projects. We offer the flexibility and responsiveness needed to support the city on this important project. Cost Savings Using Multi -Skilled Staff Infrastructure Engineers offers several proven features and techniques for saving money. To minimize management costs, Infrastructure Engineers provides staff with multiple skills to complete projects with the smallest possible field team. All of our on-site field members are selected based upon their ability to provide expertise in multiple disciplines. For example, our proposed Project Manager, Masoud Sepahi, PE, LEED GA, not only has the expertise overseeing construction projects from inception to completion, but he is also an exceptional and accomplished civil engineer. Below is a partial list of municipalities we have served. Bowman I Engineering Support Services I May 27, 2024 27 h, +� City of Anaheim City of Hawaiian Gardens City of Pomona City of Baldwin Park City of Jurupa Valley City of Rosemead City of Brea City of La Palma City of San Diego City of Covina City of Lynwood City of Shafter City of Escondido City of Norwalk City of Westminster ft Bowman I Engineering Support Services I May 27, 2024 27 Staff Augmentation Project / Construction Management and City Engineering Services Bell Gardens, CA Ga�raens _ 7 _ Client Description City of Bell Gardens, CA Since 2004, we have been providing City Engineering and Project / Construction Management Services as well as a broad spectrum of public works engineering Cost services. We are currently providing Project / Construction Management and T&M Inspection of a variety of projects for the City of Bell Gardens, including Maintenance Yard, facility upgrading, Pavement Rehabilitation, Soil Remediation Projects and many Schedule other CIP improvements. 2004 - Present Services Provided City Engineering Project / Construction Management Bowman I Engineering Support Services I May17, 2024 28 Staff Augmentation, City Engineering and Plan Check Services Baldwin Park, CA A& Client City of Baldwin Park, CA Cost T&M Schedule 2014 -Present Services Provided City Engineering Building Inspection Plan Checking Description Since 2014, we have been providing the City of Baldwin Park with Project and Construction Management, including Plan Check Services. Our staff served as building official and city engineer in 2018. We have provided over- the-counter plan check and code interpretation, resolved disputes, checked building plans including architectural, structural, mechanical, electrical, plumbing, energy, disabled access, cannabis, and fire. We have also checked grading, drainage, low impact development, erosion control, and subdivision maps. We worked at the city until the city hired its own building official, but we continue to check building and engineering plans on behalf of the city. Bowman I Engineering Support Services I May27, 2024 29 Sports Complex at John Anson Ford Park Bell Gardens, CA Client Description City of Bell Gardens, CA The Bell Gardens Sports Complex is located at the John Anson Ford Park, a major regional park facility in the City of Bell Gardens. We were tasked with designing and Cost managing the construction of the new sports facilities, which replaced an old park $1.2M that was dilapidated and functionally outdated. Our team designed the new park, including three synthetic turf fields, two grass fields, one baseball diamond, one Schedule softball diamond, a children's play area and a concession stand. 2009 We provided multi -disciplinary engineering services that included site planning, design of all structures and fields, preparation of the bid package and assisting the Services Provided city with contractor selection. During the construction, we provided construction Civil Engineering management, claim management, inspections, fund management and labor compliance. This project was completed 30 days ahead of schedule and within the Construction Management and budget in 2009. Once completed, this project was awarded 'Projectofthe Year'by Coordination the American Public Works Association (APWA). Inspection Although this project was completed, our team still assists the city with updates to Labor Compliance facilities such as replacing the original turf, replacing the 50 -year-old gymnasium floor and a new lighting system for east side of Ford Park. Bowman I Engineering Support Services I May27, 2024 30 Susan Rubio Zocalo Park and Civic Center Baldwin Park, CA Client City of Baldwin Park, CA Cost $11M Schedule 2023 - Present Services Provided Construction Management and Coordination Description Our team provided construction management and inspection for this project. This transformative project included construction of a new retail building, a new pavilion with seating and gathering space, grading and re -landscaping of approximately 2.75 acres of land in front of City Hall, removal of street right-of-way, removal and replacement of sidewalk, curb and gutter, accessible ramps, removal and replacement of asphalt concrete, installation of bike lanes, pedestrian crossing signal and striping. This project is currently under construction. Bowman I Engineering Support Services I May 27, 2024 31 Additional Projects Agency Project City of Hawaiian Gardens Robert Lee Roof Replacement and HVAC replacement City of Baldwin Park Architectural & Facilities Services City of Baldwin Park Construction Management and Inspection services City of Bell Gardens City Hall Council Chambers lighting and remodeling CM and Inspection services City of Bell Gardens Rooting and various City facilities construction management and project management City of Bell Gardens Various Building Roof Replacement PM CM services City of Bell Gardens Master plan and conceptual design forthe City's proposed Aquatic Center City of Bell Gardens PM CM services for installation of restroom at the AVC Field City of Lynwood PM and CM and design for City Hall North renovation projects Bowman I Engineering Support Services I May27, 2014 — — 32 References References PITY OF MONTEM--'a c4TV� 1904, City of Montebello Cesar Roldan, Director of Public Works 1600W. Beverly Boulevard Montebello, CA 90640 p: 323.887.1460 e: croldan@montebelloca.gov Services Provided: Design, Construction Management & Inspection, CIP Project Management, Design, Staff Augmentation, Plan Checking City of Bell Gardens Bernardo Iniguez, Director of Public Works 8327 Garfield Avenue Bell Gardens, CA 90201 p: 562.806.7770 e: biniguez@bellgardens.org Services Provided: Design, City Engineering Services, Construction Management & Inspection, Project Management, Public Works Plan Checking City of Lynwood Julian Lee, Director of Public Works 11330 Bullis Road Lynwood, CA 90262 p: 310.603.0220, ext. 837 e: jlee@lynwood.ca.gov Services Provided: Design, Construction Management & Inspection, Staff Augmentation, CIP Project Management, Public Works Plan Checking Bowman I Engineering Support Services I May 27, 2024 — -- ---- — — 33 Standard City Contract and Insurance Requirements Standard City Contract and Insurance Requirements Our legal team has reviewed the city's Standard City Contract and Insurance Requirements. We accept the terms and conditions, and will comply with all aspects of the Agreement Bowman I Engineering Support Services I May27, 2024 34 Addenda Acknowledgment Addenda Acknowledgment No Addenda were issued in relation to this RFP. Bowman I Engineering Support Services I May27, 2014 -,-----35 Cost Proposal ¢yt 0 0 3CcE a 0 0 0 0 0 0 o O C Y o FWE v V f Ol CI A v v e v v Of N ^I 0I N b �_ m� ~ T O 0I 01 01 N O 0 O RW FZ r N N N N M N N N N « M N N N a�. LZ ZW Z Z O r N M 0 0 0 0 0 0 0 0 0 O O O O Q µ v a s N N N N N N M N M a N a T z r V a O U a N � a � N N ct O a Z N V o r N R Q E Z z 3 ° W 0 LaL m C a m O O O O O p p m r a N N N N N N N N b ry N � a V C LA M Ln ID Z m N N N N N N N N O O O O N 0� V N O N N N V 6 F.. d Q. V � � N N z q•q C z = � N W � W C z M t C Z m E a w ` • E o E C z m � N o V O C N O v •d it VI E N i y � V VI Q LII C N N _y q o 2 E L, rQ- Q c o c p V m c E a 41 c O V c E m a sg v E � a a• °° ., A • m N v a '� 73 an 3 dl c u vI y o v �', c • W � � c 2 c v m j C A tai c v v � a p VI uNi rM y d N V EO _N0N1 N O y d Q G O U r W E iu N K to c � a v a a rn N a 'm o c yAi U Q n`. LL E to a` V vii vl V v G d v q q A E a� 6 6 V HSel � a ry m a a v m m a -o v y • f 6 G HOURLYRATESCHEDULE (effective January 1, 2024) City of Rosemead Bowman Principal -in -Charge $365 Community Development- Fire Prevention Civil/Traffic Engineering Environmental & Planning Fire Marshal $165 Project Manager 5185 Director $195 Fire Investigator $154 Principal Engineer $180 Project Manager $173 Fire Plans Examiner $140 Senior Engineer $170 Planning Manager $167 Senior Fire Inspector $140 Senior Plan Check Engineer $175 Principal Planner $163 Fire Inspector $125 Plan Check Engineer $165 Planner 111 $153 Counter Technician 5105 Associate Engineer $155 Planner 11 $139 Architectural Services Assistant Engineer $140 Planner) $129 Director $200 Engineering Associate $135 Planning Technician $98 Studio Manager $184 Engineering Assistant $115 Environmental Specialist $175 Senior Project Manager/Senior GIS Analyst $150 Environmental Planner 111 $165 Architect $176 CAD Manager $155 Environmental Planner 11 $155 Project Manager/ Project CAD Designer $110 Environmental Planner l $144 Architect $155 CADTechnician $100 Environmental Technician $100 Senior Job Captain $126 Engineering Technician $105 Municipal Engineering Job Captain $105 Principal Traffic Engineer $185 Interim City Manager $430 Drafter $90 Senior Traffic Engineer $180 Assistant/ Deputy City Manager $399 Program Management/ Traffic Engineer $155 City Engineer $169 public Outreach Water /Wastewater /NPDES CityTraffic Engineer $179 Program Director $184 Senior Water Engineer $175 Deputy City Engineer $179 Web Designer $150 Water Engineer $158 Deputy CityTraffic Engineer $169 Media Specialist $145 Program Manager(NPDES) $175 Plan Check Engineer $179 Program Coordinator $135 Inspector(NPDES) $115 Plans Examiner $169 Photographer $128 Environmental Scientist $105 CIP Manager $180 Outreach Specialist $125 Land Surveying & Mapping Office Engineer $169 Interpreter/Translator $125 Project Manager $185 Associate Engineer $158 Production Assistant $85 Licensed Land Surveyor $185 Engineering Associate $150 Fund Administrator $138 Survey Analyst $150 Engineering Assistant $140 Labor Compliance Coordinator $105 Survey Crew(2-person)$236 Engineering Technician $136 Administrative &Clerical Survey Crew (2 -person, $278 Building & Safety Organizer/Supervisor S108 prevailing wage) Building Official/Civil Engineer $185 Administrative Assistant S90 Construction Management Deputy Building Officer $165 Clerk Typist S80 Construction Manager $198 Plan Check Engineer $165 Other Charges Resident Engineer $198 Landscape Architect Pe $165 Delivery Slul Schedule/Controller $173 Senior Certified Access Specialist $165 Mileage (current federal Utilities Coordinator $158 Certified Access Specialist $155 guideline rate @ time of Senior PW Observer/Inspector $148 Senior Plans Examiner 5145 billing)/mile Senior PW Observer/Inspector $199 Plans Examiner $135 Travel Cost+15% (prevailing wages) Code Enforcement Manager $145 Reimbursements Cost+15% PW Observer/Inspector $135 Code Enforcement Officer $130 PW Observer/ Inspector Senior Building Inspector $145 $179 (prevailing wage) Building Inspector $125 Grading Inspector $125 Counter Technician $105 Additional billing classifications maybe added to the above list throughout theyear as new positions are cai Me above schedule is for straight time. Overtimewillbe chmgedat 1.5 times. Sundays and Holidays orechamed ot2.0 times the standard time. Deposition and courtappearances will bechorged of 1.5 times the listedbilling rates Bowman I Engineering Support Services I May 27, 2024 37 Non -Lobbying Certification Non -Lobbying Certification NON -LOBBYING CERTIFICATION FOR FEDERAL -AID CONTRACTS The prospective participant certifies, by signing and submitting this document, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal ban, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Business Name: Bowman Consulting Group Ltd. Date: 5115124 By. Sid Mousavi, Executive Name and Title of Authorized Representative Signature of Authorized Representative Attachment C - Page 1 Bowman I Engineering Support Services I May27, 2024 _ _ _ 38 Bowman EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance: Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Automobile liability insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. C-1 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. I 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11.Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self insured retention, substitution of other coverage, or other solutions. 12.The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. C-3 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21.Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not C-4 the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-5 �, ® CERTIFICATE OF LIABILITY INSURANCE ACO/ZO Ili DAM /23/2024 07/23/2024 I THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Klein Agency, LLC PO Box 219 Timonium MD 21094 CONTACT Certificates NAME: AroNrro Ext : (410) 832-7600 A/c Ne : (410) 832-1849 E-MAIL certs@kleinagencylle.mm ADDRESS: INSURERS) AFFORDING COVERAGE NAIC M INSURERA: Charter Oak Fire Insurance Co 25615 INSURED Bowman Consulting Group Ltd. 12355 Sunrise Valley Drive, Suite 520 Heston VA 20191 INSURER B: Travelers Indemnity Co. ofAm 25666 INSURERC: Travelers Property Casualty Co. ofAmerica 25674 INSURERo: Berkshire Hathaway Specialty Insurance 22276 INSURER E: BeaZley Insurance Company 37540 INSURERF: COVERAGES CERTIFICATE NUMBER: 23-24AIIA-D REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IErr TR TYPE OF INSURANCE INSD MD POLICYNUMBER MMIDDYIYYYY POLICY EXP MMIDD/YYVY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 Cl-AIMS-MADEOCCURPREMISES Ea occurrence)$ 1.000,000 MED EXP (Any one person) $ 10,000 X Contractual Liability PERSONAL &ADV INJURY $ 1,000,000 A Y Y 6306J047645 08/31/2023 08/31/2024 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 PRO F-1LOC POLICY IIECT PRODUCTS-COMPIOPAGG $ 2,000,000 $ OTHER AUTOMOBILE LIABILITY (COMB I NED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ X ANYAUTO B OWNED SCHEDULED AUTOS ONLY AUTOS Y Y 8108T020319 08/31/2023 08/31/2024 BODILY INJURY(Peraccidem) $ PROPERTY DAMAGE $ Per acadent HIRED NON OWNED AUTOS ONLY AUTOS ONLY $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 C EXCESS UAB Ci -AIMS -MADE Y Y CUP6J395074 08/31/2023 08/31/2024 DED I I RETENTION $ $ G WORKERS COMPENSATION ANDEMPLOYERTLIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA Y UB -6J31 711 5 -2 3-4 3-G 08/31/2023 08/31/2024 X PER OTH- STATUTE ER E.L. EACHACCIDENT $ 1,000,000 E.L. DISEASEEAEMPLOYEE $ 1,000,000 E.L. DISEASEPOLICYLIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Each Claim/Aggregate $5,000,000 D/E Primary Professional & Pollution I / Excess Professional & Pollution I Ty 47 PPP33066601 N3349C230201 08/31/2023 08/31/2024 Excess Each Claim/Aggr $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Endorsements CGD604, CGD414, CGD379, CGD211, CAF129, CAT474, E00001 and WC000313 are attached. If required by an insured written contract, executed prior to any loss, City of Rosemead, its officials, employees and agents are an Additional Insured on a primary and non-contributory basis under the General and Auto Liability Policies. If required by an insured written contract, executed prior to any loss, Waiver of Subrogation is provided in favor of City of Rosemead, its officials, employees and agents for General, Auto, and Workers Compensation Policies. Umbrella Policy follows form over General, Auto, and Employers Liability Policies. 30 day notice of cancellation, 10 day for non-payment. CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. 8838 E. Valley Blvd. AUTHORIZED REPRESENTATIVE Rosemead CA 91770 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD UMBRELLA 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 EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22 UMBRELLA Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; (2) Payments of "medical expenses" that are covered by that "underlying insurance" and are incurred for "bodily injury" caused by an accident that takes place during the policy period of this Excess Follow -Form And Umbrella Liability Insurance; or (3) Payments of defense expenses that are covered by that "underlying insurance", only if such "underlying insurance" includes such payments within the limits of insurance. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow - Form And Umbrella Liability Insurance, any such payments for defense expenses that would not be covered by this Excess Follow -Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance". 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. S. "Bodily injury" or "property damage": a. Which occurs during the policy period; and b. Which was not prior to, but was during, the policy period known to have occurred by any insured listed under Paragraph 1. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY of SECTION II — WHO IS AN INSURED, or any "employee" authorized by you to give notice of an $occurrence" or claim; Page 2 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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 UMBRELLA 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. S. 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. EU 00 01 07 16 0 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 22 UMBRELLA 3. When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4. Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5. We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2) Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We 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. Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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; UMBRELLA 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. (c) For which there is any obligation to 4. Any organization, other than a partnership, share damages with or repay joint venture or limited liability company, of someone else who must pay which you are the sole owner, or in which you EU 00 01 07 16 0 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 22 UMBRELLA maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or '.advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage for such organization does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or 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 S. Coverages provided under this insurance. As indicated in Paragraph D.1. of SECTION I — COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance". B. The General Aggregate Limit is the most we will pay for the sum of all: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; except: Page 6 of 22 0 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA 1. Damages and defense expenses because of 1. Asbestos "bodily injury" or "property damage" included in a. Damages arising out of the actual or the "auto hazard"; alleged presence or actual, alleged or 2. Damages and defense expenses because of threatened dispersal of asbestos, "bodily injury" or "property damage" included in asbestos fibers or products containing the "products -completed operations hazard"; or asbestos, provided that the damages are 3. Damages and defense expenses for which caused or contributed to by the hazardous insurance is provided under any Aircraft Liability properties of asbestos. coverage included as "underlying insurance" to b. Damages arising out of the actual or which no aggregate limit applies. alleged presence or actual, alleged or C. The Products -Completed Operations Aggregate threatened dispersal of any solid, liquid, Limit is the most we will pay for the sum of all: gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are within soot, fumes, acids, alkalis, chemicals and the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products -completed operations described in Paragraph a. above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of any detoxify or neutralize, or in any way one "event" to which the "underlying insurance" respond to, or assess the effects of, applies a limit of insurance that is separate asbestos, asbestos fibers or products from any aggregate limit of insurance; and containing asbestos; or 2. Damages under Coverage B because of all (2) Claim or "suit" by or on behalf of any "bodily injury", "property damage", "personal governmental authority or any other injury" or "advertising injury" arising out of any person or organization because of one "occurrence". testing for, monitoring, cleaning up, For the purposes of determining the applicable removing, containing, treating, Occurrence Limit, all related acts or omissions detoxifying or neutralizing, or in any committed in the providing or failing to provide first way responding to, or assessing the aid or "Good Samaritan services" to any one person effects of, asbestos, asbestos fibers will be considered one "occurrence". or products containing asbestos. E. The Crisis Management Service Expenses Limit is 2. Employment -Related Practices the most we will pay for the sum of all "crisis Damages because of injury to: management service expenses" arising out of all a. A person arising out of any: "crisis management events". Payment of such "crisis management service expenses" is in addition (1)Refusal to employ that person; to, and will not reduce, any other limit of insurance (2)Termination of that person's of this policy. employment; or F. The limits of insurance of this policy apply (3) Employment-related practice, policy, separately to each consecutive annual period and act or omission, such as coercion, to any remaining period of less than 12 months, demotion, evaluation, reassignment, starting with the beginning of the policy period discipline, failure to promote or shown in the Declarations. If the policy period is advance, harassment, humiliation, extended after issuance for an additional period of discrimination, libel, slander, violation less than 12 months, the additional period will be of the person's right of privacy, deemed part of the last preceding period for malicious prosecution or false arrest, purposes of determining the limits of insurance. detention or imprisonment, applied to SECTION IV — EXCLUSIONS or directed at that person, regardless This insurance does not apply to: of whether such practice, policy, act or omission occurs, is applied or is A. With respect to Coverage A and Coverage B: EU 00 01 07 16 0 2016 The Travelers Indemnity Company. All rights reserved. Page 7 of 22 UMBRELLA committed before, during or after the time of that person's employment; or b. The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1), (2) or (3) above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3. ERISA, COBRA And Similar Laws Any obligation of the insured under: a. The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b. The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c. Any similar common or statutory law of any jurisdiction. 4. Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. 5. Nuclear Material Damages arising out of: a. The actual, alleged or threatened exposure of any person or property to; or b. The "hazardous properties" of; any "nuclear material". As used in this exclusion: a. "Hazardous properties" includes radioactive, toxic or explosive properties; b. "Nuclear material" means ..source material", "special nuclear material" or "by- product material"; and c. "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6. Uninsured or Underinsured 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; 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; b. Underinsured motorists; Page 8 of 22 0 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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". UMBRELLA 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. S. 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 EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 9 of 22 UMBRELLA (2) You do not own and is not being used to carry any person or property for a charge. 9. Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10. Damage To Property, Products Or Work "Property damage" to: a. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of the insured; e. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations if the "property damage" arises out of those operations; f. That particular part of any 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, cast or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a. "Your product"; b. "Your work"; or c. "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 13. Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14. Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. 16. Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". 17. Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. Page 10 of 22 0 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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 UMBRELLA 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 EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 11 of 22 UMBRELLA management event" after the date you acquired or formed such organization. SECTION V — CONDITIONS A. APPEALS B. All 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. 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. 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. S. If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. D. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E. CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I — COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F. DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1. You must see to it that we are notified as soon as practicable of an "event" or .occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a. How, when and where the "event" or "occurrence" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c. The nature and location of any injury or damage arising out of the "event" or ..occurrence". 2. If a claim is made or "suit" is brought against any insured which may result in a claim under this insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3. With respect to Coverage A, the insured must: a. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b. Comply with the terms of the "underlying insurance"; and c. Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under Page 12 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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. S. 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; UMBRELLA 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 EU 00 01 07 16 0 2016 The Travelers Indemnity Company. All rights reserved. Page 13 of 22 UMBRELLA d. That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4. Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a. Are safe or healthful; or 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: Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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 Q P 1 2. 3. 4. 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. If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 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. Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II — WHO IS AN INSURED. 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. 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 UMBRELLA 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 EU 00 01 07 16 O 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22 UMBRELLA execution of that contract or agreement by such insured. 2. Reimbursement of any amount recovered will be made in the following order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us; and c. Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3. Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your 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. S. "Extended reporting period" means any period of time, starting with the end of the policy period of your claims -made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6. "Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. 7. "Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of: a. Another insurance company; b. Us or any of our affiliated insurance companies; c. Any risk retention group; Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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 UMBRELLA 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 Fallow -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. (3) Products or operations for which the 2. "Advertising injury": classification listed in a policy of EU 00 01 07 16 0 2016 The Travelers Indemnity Company. All rights reserved. Page 17 of 22 UMBRELLA a. Means injury, other than "personal injury", caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or .,slogan" in your "advertisement", 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 Id. 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 Page 18 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA b. You have failed to fulfill the terms of a exploration, lighting and well servicing contract or agreement; equipment; or if such property can be restored to use by the (2) Cherry pickers and similar devices repair, replacement, adjustment or removal of used to raise or lower workers. "your product" or "your work" or your fulfilling f. Vehicles not described in Paragraph a., b., the terms of the contract or agreement. c. or d. above maintained primarily for 11. "Leased worker" means a person leased to you purposes other than the transportation of by a labor leasing firm under an agreement persons or cargo. between you and the labor leasing firm, to However, self-propelled vehicles with the perform duties related to the conduct of your following types of permanently attached business. "Leased worker" does not include a equipment are not "mobile equipment" but "temporary worker". will be considered "autos": 12. "Loading or unloading" means the handling of (1) Equipment designed primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a welding, building cleaning, geophysical mechanical device, other than a hand truck, exploration, lighting and well servicing that is not attached to the aircraft, watercraft or equipment. "auto". However, "mobile equipment" does not include 13. "Mobile equipment" means any of the following any land vehicle that is subject to a compulsory types of land vehicles, including any attached or financial responsibility law, or other motor machinery or equipment: vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are a. Bulldozers, farm machinery, forklifts and considered "autos". other vehicles designed for use principally off public roads. 14. "Occurrence" means: b. Vehicles maintained for use solely on or next a. With respect to "bodily injury" or "property to premises you own or rent. damage": c. Vehicles that travel on crawler treads. (1) An accident, including continuous or repeated exposure to substantially the d. Vehicles, whether self-propelled or not, same general harmful conditions, maintained primarily to provide mobility to which results in "bodily injury" or permanently mounted: "property damage". All "bodily injury" (1) Power cranes, shovels, loaders, diggers or "property damage" caused by such or drills; or exposure to substantially the same general harmful conditions will be (2) Road construction or resurfacing deemed to be caused by one equipment such as graders, scrapers or "occurrence"; or rollers. (2) An act or omission committed in e. Vehicles not described in Paragraph a., b., providing or failing to provide first aid c. or d. above that are not self-propelled and or "Good Samaritan services" to a are maintained primarily to provide mobility person by any of your "employees" or to permanently attached equipment of the "volunteer workers" other than an following types: employed or volunteer doctor, unless (1) Air compressors, pumps and you are in the business or occupation generators, including spraying, welding, of providing professional health care building cleaning, geophysical services; EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 19 of 22 UMBRELLA b. With respect to "personal injury", an offense arising out of your business that results in "personal injury". All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing '.suits": and c. With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one 'occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits". 15. "Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16. "Personal injury": a. Means injury, other than "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. Page 20 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 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: UMBRELLA (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. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 21 of 22 UMBRELLA 4. "Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5. "Executive officer" means your: a. Chief Executive Officer; b. Chief Operating Officer; c. Chief Financial Officer; d. President; e. General Counsel; f. General partner (if you are a partnership); or g. Sole proprietor (if you are a sole proprietorship); or any person acting in the same capacity as any individual listed above. Page 22 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 C. Potential Claims Solely as respects Insuring Agreements A, B, C and D.1., if, during the Policy Period, the Insured becomes aware of a circumstance that may reasonably be expected to be the basis of a Claim and if the Insured, during the Policy Period, provides the Insurer with a written report of the circumstance including: 1. When and how the Insured first became aware of such circumstance; 2. Any Wrongful Act or Pollution Incident asserted or believed to be at issue, and the Professional Services, Contractor Services, Media Activities or Technology Services involved in the circumstance; and 3. The nature of any potential Damages as well as the dates, persons and entities involved; then any Claim which is subsequently made against the Insured arising out of such circumstance will be deemed to have been made on the date the Insured received the written report of the circumstance. Notice of any subsequent Claim shall be given to the Insurer as soon as practicable in accordance with XII A. Notice of Claim. Except as otherwise provided in this Policy, all notices under any provision of this Policy shall be in writing and given by email, prepaid express courier or certified mail properly addressed to the appropriate party. Notice to the Insurer shall be given to the respective address shown in the Declarations. If notice is given as described above, it shall be deemed to be received and effective upon the date of transmittal, subject to proof of transmittal. XIII. Other Insurance and Subrogation A. Other Insurance All amounts payable under this Policy will be specifically excess of, and will not contribute with, any other valid and collectible insurance, including but not limited to project specific insurance, unless the other insurance is written specifically excess of this Policy. This Policy will not be subject to the terms of any other insurance policy. B. Subrogation 1. In the event of any payment under this Policy, the Insurer shall be subrogated to all of the Insureds' rights of recovery and the Named Insured shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the Insurer to effectively bring suit in the name of the Named Insured. The Insured shall do nothing to prejudice such rights. However, the Insurer hereby waives its subrogation rights against a client of the Insured or project owner to the extent that the Insured had, prior to the Claim or circumstance, entered into a written agreement to waive such rights. 2. In the event the Insurer recovers amounts it paid under this Policy the Insurer will have priority over the Insured in the allocation of recovered amounts. The Insurer will reinstate the applicable Limits of Liability of this Policy, less the Insurer's costs incurred in obtaining such recovery. Any amounts above the total payment by the Insurer plus cost of recovery shall be paid to the Insured. The Insurer assumes no duty to seek recovery of any amounts paid under this Policy. XIV. Extended Reporting Period A. Automatic Extended Reporting Period Page 14 1 EP -AEC -001-06/2016 TRAVELERS` WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - o o 1 POLICY NUMBER: UB -6J317115 -23-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 08-31-23 ST ASSIGN: PAGE 1 OF COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VIRGINIA BUSINESS AUTO COVERAGE EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE — INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION that is in effect during the policy period, to name as an additional insured for Covered Auto Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: CA F1 29 03 21 © 2021 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. CO M M E RCI AL AUTO (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Paragraph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDITIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Covered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all proceedings and actions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. Page 2 of 4 © 2021 The Travelers Indemnity Company. All rights reserved. CA F1 29 03 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (c) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its territories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deductible, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentenceof Paragraph A.4.b., Loss Of Use Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following additional coverage is added to Paragraph A.4., Coverage Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured" and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". This Personal Effects limit does not apply to "loss" to the covered "auto" or its equipment. No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclusions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that inflate due to a cause other than a cause of "loss" set forth in Paragraphs AA.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability company); (d) An executive officer, director or insurance manager (if you are a corporation or other organization); or CA F1 29 03 21 O 2021 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL AUTO (e) Any "employee" authorized by you to give notice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDITIONS: We waive any right of recovery against any person or organizatic required of you by a written cont executed prior to any "accidt provided that the "accident" or "lo! operations contemplated by sucl waiver applies only to the person designated in such contract. we may have t to the extent act signed and nt" or "loss", s" arises out of contract. The or organization Page 4 of 4 © 2021 The Travelers Indemnity Company. All rights reserved. CA F1 29 03 21 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 08 17 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that: a. You agree in a written contract or agreement to include as an additional insured on this Coverage Part; and b. Has not been added as an additional insured for the same project by attachment of an endorse- ment under this Coverage Part which includes such person or organization in the endorsement's schedule; is an insured, but: a. Only with respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. Only as described in Paragraph (1), (2) or (3) be- low, whichever applies: (1) If the written contract or agreement specifical- ly requires you to provide additional insured coverage to that person or organization by the use of: (a) The Additional Insured — Owners, Les- sees or Contractors — (Form B) endorse- ment CG 20 10 11 85, or (b) Either or both of the following: the Addi- tional Insured — Owners, Lessees or Con- tractors — Scheduled Person Or Organi- zation endorsement CG 20 10 10 01, or the Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01, the person or organization is an additional in- sured only if the injury or damage arises out of "your work" to which the written contract or agreement applies; (2) If the written contract or agreement specifical- ly requires you to provide additional insured coverage to that person or organization by the use of: (a) The Additional Insured — Owners, Les- sees or Contractors — Scheduled Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured — Owners, Lessees or Contrac- tors — Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 04 13, or both of such endorsements with either of those edition dates; or (b) Either or both of the following: the Addi- tional Insured — Owners, Lessees or Con- tractors — Scheduled Person Or Organi- zation endorsement CG 20 10, or the Ad- ditional Insured — Owners, Lessees or Contractors — Completed Operations en- dorsement CG 20 37, without an edition date of such endorsement specified; the person or organization is an additional in- sured only if the injury or damage is caused, in whole or in part, by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies; or (3) If neither Paragraph (1) nor (2) above applies: (a) The person or organization is an addi- tional insured only if, and to the extent that, the injury or damage is caused by acts or omissions of you or your subcon- tractor in the performance of "your work" to which the written contract or agree- ment applies; and (b) Such person or organization does not qualify as an additional insured with re- spect to the independent acts or omis- sions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agree- ment, the insurance provided to the additional in- sured will be limited to such minimum required limits. For the purposes of determining whether CG D6 04 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY this limitation applies, the minimum limits required result in a claim. To the extent possible, such by the written contract or agreement will be con- notice should include: sidered to include the minimum limits of any Um- (a) How, when and where the "occurrence" brella or Excess liability coverage required for the or offense took place; additional insured by that written contract or (b) The names and addresses of any injured agreement. This provision will not increase the persons and witnesses; and limits of insurance described in Section III — Limits Of Insurance. (c) The nature and location of any injury or b. The insurance provided to such additional insured damage arising out of the "occurrence" or does not apply to: offense. (1) Any "bodily injury", "property damage" or (2) If a claim is made or "suit" is brought against "personal injury" arising out of the providing, the additional insured: or failure to provide, any professional archi- (a) Immediately record the specifics of the tectural, engineering or surveying services, claim or "suit" and the date received; and including: (b) Notify us as soon as practicable and see (a) The preparing, approving, or failing to to it that we receive written notice of the prepare or approve, maps, shop draw- claim or "suit" as soon as practicable. ings, opinions, reports, surveys, field or- (3) Immediately send us copies of all legal pa- ders or change orders, or the preparing, pers received in connection with the claim or approving, or failing to prepare or ap- "suit", cooperate with us in the investigation prove, drawings and specifications; and or settlement of the claim or defense against (b) Supervisory, inspection, architectural or the "suit", and otherwise comply with all policy engineering activities. conditions. (2) Any "bodily injury" or "property damage" (4) Tender the defense and indemnity of any caused by "your work" and included in the claim or "suit" to any provider of other insur- "products-completed operations hazard" un- ance which would cover such additional fin- less the written contract or agreement specifi- sured for a loss we cover. However, this con- cally requires you to provide such coverage dition does not affect whether the insurance for that additional insured during the policy provided to such additional insured is primary period. to other insurance available to such additional c. The additional insured must comply with the fol- insured which covers that person or organiza- lowing duties: tion as a named insured as described in Par - (1) Give us written notice as soon as practicable agraph 4., Other Insurance, of Section IV — of an "occurrence" or an offense which may Commercial General Liability Conditions, Page 2 of 2 0 2017 The Travelers Indemnity Company. All rights reserved. CG D6 04 02 19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additiona I insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization . The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be Ii mited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the Ii mits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the pol icy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D4 14 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY L How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: C. El I. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and '.property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2008 The Travelers Companies, Inc. CG D4 14 04 08 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non -Owned Watercraft— 75 Feet Long Or Less B. Who Is An Insured —Unnamed Subsidiaries C. Who Is An Insured — Retired Partners, Members, Directors And Employees D. Who Is An Insured — Employees And Volunteer Workers — Bodily Injury To Co -Employees, Co - Volunteer Workers And Retired Partners, Members, Directors And Employees E. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies F. Blanket Additional Insured — Controlling Interest G. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers PROVISIONS A. NON -OWNED WATERCRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II — WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either H. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises I. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations J. Incidental Medical Malpractice K. Medical Payments— Increased Limit L. Amendment Of Excess Insurance Condition — Professional Liability M. Blanket Waiver Of Subrogation — When Required By Written Contract Or Agreement N. Contractual Liability — Railroads uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or propertyfor a charge; B. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and CG D3 79 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or '.personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% i In such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED— RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2. of SECTION II — WHO IS AN INSURED: Any person who is your retired partner, member, director or "employee" that is performing services for you under your direct supervision, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no such retired partner, member, director or "employee" is an insured for: (1) "Bodily injury": (a) To you, to your current partners or members (if you are a partnership or joint venture), to your current members (if you are a limited liability company) or to your current directors; (b) To the spouse, child, parent, brother or sister of that current partner, member or director as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your retired partners, members, directors or "employees", other than a doctor. Any such retired partners, members, directors or "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Personal injury": (a) To you, to your current or retired partners or members (if you are a partnership or joint venture), to your current or retired members (if you are a limited liability company), to your other current or retired directors or "employees" 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 current or retired partner, member, director, "employee" or "volunteer worker" as a consequence of Paragraph (2)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (2)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (3) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised forany purpose by; you, any of your retired partners, members or directors, your current or retired "employees" or "volunteer workers", any current partner or member (if you are a partnership or joint venture), or any current member (if you are a limited liability company) or current director. Page 2 of 6 C 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. D. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — BODILY INJURY TO CO -EMPLOYEES, CO -VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co - "employee" while in the course of the co - "employee's" employment by you or performing duties related to the c onduct of your business, or to "bodily injury" to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II —WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership orjoint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 da ys after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such COMMERCIAL GENERAL LIABILITY organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. F. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control: or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II — WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, CG D3 79 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. H. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. I. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, Page 4 of 6 © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance services Office, Inc. with Its permission. occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS —INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph S. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the M knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY— RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract' in the DEFINITIONS Section is deleted. Page 6 of 6 O 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance services Office, Inc. with its permission.