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Contract 49088-R2
CITY SECRETARY CONTRACT NO. CITY OF FORT WORTH SECOND AND FINAL RENEWAL OF AGREEMENT WHEREAS, the City of Fort Worth, ("City"), and William J. Schultz, Inc. dba Circle C Construction Company, ("Contractor"), entered into that certain ORIGINAL AGREEMENT (City Secretary #49088, M&C C-28212) for the PROJECT generally described as: Sanitary Sewer Emergency Response Contract; and WHEREAS, the City and Contractor entered into that certain FIRST RENEWAL AGREEMENT (City Secretary #49088-R1, M&C C-28590) for the PROJECT; and WHEREAS, The ORIGNAL AGREEMENT may be renewed up to two times as provided by M&C C-28212; and WHEREAS, The City and Contractor desire to renew the ORIGINAL AGREEMENT for an additional term at the same price; funding for said SECOND AND FINAL RENEWAL is available in the 2018 Water Capital Projects Fund, as appropriated in Ordinance #23423-09-2018 (M&C C -C-28869). NOW, THEREFORE, it is agreed by the City and Contractor as follows: Article I The Scope of Services as set forth in the ORIGINAL AGREEMENT, as amended, has not changed. Article II The Contractor's compensation shall be in the amount up to $1,250,000.00. The Term of this renewal agreement shall be for one year, effective as of the effective date or the expenditure of the funding, whichever occurs first. Article III All other provisions of the Original Agreement, as renewed and amended, not expressly amended herein, shall remain in full force and effect. Signature page to follow 1:1: RKEIVED OCT 2 6 2018 Elly OF FORT WORTH CITY SECRITP.RY Second Renewal of Agreement Sanitary Sewer Emergency Response Contract OFFICIAL RECORD CITY SECRETARY FT WORTH, TX Page 1 of 2 EXECUTED by each party's duly authorized representative and EFFECTIVE as of the date subscribed by the City's designated City Manager. City of Fort Worth Jesus J. Chapa Assistant City Manager DATE: p Vf APPROVAL RECOMMENDED: r,z �1 (� Chris Harder, P.E. Director, Water Department William J. Schultz, Inc. dba Circle C Construction Company Teresa S. Skelly President DATE: tO- Jtp - (?) APPROVED AS TO FORM AND LEGALITY: Douglas W. Black Sr. Assistant City Attorney A' Mary J. xdy�i City Secretary Contract Compliance Manaser By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �/ . , 1 en Siglature Lawrence Hamilton Name of Employee Senior Professional Engineer Title Second Renewal of Agreement Sanitary Sewer Emergency Response Contract M&C: C-28869 Date: Sept. 25, 2018 1295# ?.Qj6- B011'1 LES OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 2 of 2 10/19/2018 CITY COUNCIL AGENDA M&C Review Official site o' the City of Fort Vlorth, Texas FORT'14� WQRTN COUNCIL ACTION: Approved on 9/25/2018 - Resolution No. 4986-09-2018 and Ordinance No. 23423-09-2018 REFERENCE ** 60SSEMERCONR2- DATE: 9/25/2018 NO.: C-28869 LOG NAME: CIRCLEC CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. Authorize Execution of the Second and Final Renewal of City Secretary Contract No. 49088 with William J. Schultz, Inc. d/b/a Circle C Construction Company in the Amount of $1,250,000.00 for 2017 Sanitary Sewer Emergency Response, Adopt Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached Resolution Expressing Official Intent to Reimburse Expenditures with Proceeds of Future Debt for the Sanitary Sewer Emergency Response Contract Project; 2. Adopt the attached Appropriation Ordinance increasing appropriations in the Water and Sewer Commercial Paper Fund in the amount of $1,500,000.00 and reducing the remaining authority under the Commercial Paper Program by the same amount; and 3. Authorize the Second and Final Renewal of City Secretary Contract No. 49088 with William J. Schultz, Inc. d/b/a Circle C Construction Company in the amount of $1,250,000.00 for the 2017 Sanitary Sewer Emergency Response Contract (City Project No. 100775). DISCUSSION: On May 2, 2017, Mayor and Council Communication (M&C C-28212) the City Council authorized the City Manager to execute a contract in the amount of $1,250,000.00, with the option of two renewals, with William J. Schultz, Inc. d/b/a Circle C Construction Company for 2017 Sanitary Sewer Emergency Response Contract. On February 20, 2018, Mayor and Council Communication (M&C C-28590) the City Council authorized the City Manager to execute the first of two optional contract renewals in the amount of $1,250,000.00, with William J. Schultz, Inc. d/b/a Circle C Construction Company for the 2017 Sanitary Sewer Emergency Response Contract. The City and the Contractor desire to exercise the second and final renewal of the contract in the amount of $1,250,000.00 and with the same terms and conditions. This renewal increases the total project amount to $3,750,000.00 The work to be performed under this contract consists of replacing and/or relocating large diameter sanitary sewer mains and other pertinent construction required in response to emergency sanitary sewer incidents. In addition to the contract amount, $250,000.00 is required for design, survey, project management, material testing and inspection. This project will have no impact on the Water Department's operating budget when completed. Construction is expected to start October 2018 and be completed by October 2019 or when the contract amount is exhausted. This project is anticipated to be included in a future revenue bond issue for the Water and Sewer Fund. Available cash within the Water and Sewer portfolio and the City's portfolio along with the appropriation http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26333&councildate=9/25/2018 1/3 10/19/2018 M&C Review authority authorized under the Callable Commercial Paper Program (CP) will be used to provide interim financing for this project until debt is issued. To the extent resources other than the Water and Sewer portfolio are used to provide interim financing, the Water and Sewer Fund will be charged interest that is equivalent to the overall rate of return being earned by the City portfolio (Currently approximately one - percent annually). Should the City's portfolio not support the liquidity needed to provide an interim short- term financing source, another funding source will be required, which could mean issuance of securities under the CP program or earlier issuance of Water and Sewer revenue bonds than is currently planned. Once debt associated with this project is sold, bond proceeds will be used to reimburse the Water and Sewer portfolio and the City's portfolio in accordance with the attached Reimbursement Resolution. The City Council adopted the Water Department's FY2018-2022 Five -Year Capital Improvement Plan on September 26, 2017. This City Council adopted plan includes this specific project, with funding identified through the CP program to be reimbursed with future revenue bonds. In accordance with the provisions of the Financial Management Policy Statements, Staff anticipates presenting revenue -supported debt issuances to the City Council for consideration within the next three years. This debt must be issued within approximately three years to provide reimbursement for these expenses. If that does not occur, the costs will no longer be reimbursable by issuing tax-exempt debt and the funding source will have to be made whole through other budgetary methods. Adoption of this Resolution does not obligate the City to sell bonds, but preserves the ability to reimburse the City from tax-exempt bond proceeds. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached Appropriation Ordinance, funds will be available in the current capital budget, as appropriated, of the Water and Sewer Commercial Paper Fund. The Water and Sewer Commercial Paper Fund includes the authority of the $150,000,000.00 for the purpose of providing interim funding for Water and Sewer Capital Projects. After this transfer, the balance will be $111,228,591.00. Appropriations for Sanitary Sewer Emergency Response: FUND Existing Appropriations Additional Appropriations Project Total* Program Activity Budget I Reference # Water & ID I Sewer I I I Year Commercial $0.00 $1,500,000.00 $1,500,000.00 Paper Fund 56016 Water & Sewer Capital Projects $3,000,000.00 $0.00 $3,000,000.00 Fund — 56002 Project $3 000,000.00 Total $1,500 000.00 $4,500,000.00 * Numbers rounded for presentation purposes. TO Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I I Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget I Reference # Amount ID I I ID I I I Year Chartfield 2 http://apps.cfwnet.org/council_packetlmc_review.asp?ID=26333&councildate=9/25/2018 2/3 10/19/2018 Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS 60SSEMERCONR2 FORM 1295.pdf 60SSEMERCONR2-CIRCLEC 56016 A018r.docx 60SSEMERCONR2-CIRCLEC- REIMB RESOLUTION.docx M&C Review Jay Chapa (5804) Chris Harder (5020) J. Chris Underwood (2629) http://apps.cfwnet.org/councii_packet/mc_review.asp?ID=26333&counciIdate=9/25/2018 3/3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofi Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no Interested parties. CERTIFICATION OF FILING Certificate Number: I Name of business entity filing form, and the city, state and country of the business entity's place of business. 2018-397718 William J Schultz Inc dba Circle C Construction Company Fort Worth, TX United States Date Filed: 08/29/2018 Name of governmental entity or state agency that Is a party tot the contract for which the form is being filed. City of Fort Worth Date Ackno dg d:� 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract 100775 Sanitary Sewer Emergency Response Contract 2nd Renewal 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Skelly, Teresa Fort Worth, TX United States X 5 Check only it there Is NO Interested Parry. ❑ 6 UNSWORN DECLA—RA�TION / My name Is /4•I SO_ and my date of birth Is My address is SiOD 7�/r� (street) (airy) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in �t }, a •' r r Gounty, State of /.tA.(%S , on the � 9 stay ofA20�g- orMh) (year) /�-.Gc-L.7G ✓ ��e..v Signature of authorized agent of c Ing business entity (Declaran Forms provided by Texas Ethics Commission www.ethics.state.tx.us `— , Version V1.0.6711 N LO F LL U W J U 5 U N Z O U cr LU LU Ln Ln O Lo m N O E Q x a� I ME O —C)00000000 C) a L 0 0 0 0 0 0 0 0 0 6000000000 c O Q O O O O O O O O O O O LO 0 0 0 LO LO LO O O 6s E!3 N EA LO d9 � O W R C L LO N Uf l Ufl d) d4 K3 d} cn • • m r 0 r 0 r 0 r 0 r 0 r 0 r 0 r 0 r 0 r 0 • N • N N N N N N N N N � u W �a 0 0 0 0 0 It ch LO d qt q4T q4T O M O 0 0 0 Z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 U C LL LU LO LO LO LO LO LO LO LO LO d I-- I- I- I- I-- I� I-- I- I- I- I-- I-- I-- I-- I-- I -- I-- • (n 0 0 0 0 0 0 0 0 0 Z o 0 0 0 0 0 0 0 0 0o 0oOr- LOT-o0�LO0o cM 0 � (D M L() • 0 0 0 0 0 0 0 0 M I- LO I- M M .- LO LO LO LO LO LO LO LO 0 0 0 0 0 0 0 0 0 0 cM M cM M cM M M cM cM m qt qt�q4t qt qt qt qt It d' • o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Co I- I- I-- I-- I- I-- I-- I-- I-- 0 0 0 0 0 0 0 0 0 0 Co Co Co Co Co (O Co Co Co Co 0 o 0 0 0 0 0 0 0 0 Co Co Co Co Co Co Co Co Co Co LO LO LO LO LO LO LO LO LO LO ' N atS 06106106 06 06 06 06 06 — .- m N O E Q x a� I ME O a L 1..L c O Q E N O O N � N 1'1'111 W R C L U L � � 0- d) cn m N LL j U IQ U Q1 �a c O U U iQ Q N C LL j U � � 006113-1 PERFORMANCE BOND Page 1 of 2 BOND NO. TXC610157 2 SECTION 00 61 13 3 PERFORMANCE BOND 4 5 THE STATE OF TEXAS § 6 § KNOW ALL BY THESE PRESENTS: 7 COUNTY OF TARRANT § 8 9 That we, William J. Schultz, Inc. dba Circle C Construction Company, known as "Principal" herein 10 and Merchants Bonding Company (Mutual), a corporate surety(sureties, if more than one) duly authorized 11 to do business in the State of Texas, known as "Surety" herein (whether one or more), are held and firmly 12 bound unto the City of Fort Worth, a municipal corporation created pursuant to the laws of Texas, known 13 as "City" herein, in the penal sum of One Million, Two Hundred Fifty Thousand and 00/100 Dollars 14 ($1,250,000.00), lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas for 15 the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, 16 administrators, successors and assigns, jointly and severally, firmly by these presents. 17 WHEREAS, the Principal has entered into a certain written contract with the City awarded the 18 25th day of September, 2018, which Contract is hereby referred to and made a part hereof for all 19 purposes as if fully set forth herein, to furnish all materials, equipment labor and other accessories defined 20 by law, in the prosecution of the Work, including any Change Orders, as provided for in said Contract 21 designated as Sanitary Sewer Emergency Response Contract; City Project No. 100775, Second 22 Renewal. 23 NOW, THEREFORE, the condition of this obligation is such that if the said Principal shall 24 faithfully perform it obligations under the Contract and shall in all respects duly and faithfully perform 25 the Work, including Change Orders, under the Contract, according to the plans, specifications, and 26 contract documents therein referred to, and as well during any period of extension of the Contract that 27 may be granted on the part of the City, then this obligation shall be and become null and void, otherwise 28 to remain in full force and effect. 29 PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in Tarrant 30 County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. CITY OF FORT WORTH SANITARY SEWER EMERGENCY STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RESPONSE CONTRACT, SECOND RENEWAL Revised July 2, 2011 City Project No. 100775 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 0061 13-2 PERFORMANCE BOND Page 2 of 2 This bond is made and executed in compliance with the provisions of Chapter 2253 of the Texas Government Code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said statue. IN WITNESS WHEREOF, the Principal and the Surety have SIGNED and SEALED this instrument by duly authorized agents and officers on this the 9th day of October, 2018. ATTEST: (Principal) Secretary, Michele S. ford Witness as to Principal Witness as to Surety, John A. Miller PRINCIPAL: William J. Schultz. Inc. dba Circle C Construction Company BY: Signature Teresa S. Skelly, President Name and Title Address: P. O. Box 40328 Fort Worth, TX 76140 SURETY: Merchants Com an Mutual BY: _ Ignature Sheryl A. Klutts, Attomey-in-Fact Name and Title Address: 6700 Westown Parkway West Des Moines, IA 50266 Telephone Number: 1-800-678-8171 *Note: If signed by an officer of the Surety Company, there must be on file a certified extract from the by-laws showing that this person has authority to sign such obligation. If Surety's physical address is different from its mailing address, both must be provided. The date of the bond shall not be prior to the date the Contract is awarded. CITY OF FORT WORTH SANITARY SEWER EMERGENCY STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RESPONSE CONTRACT, SECOND RENEWAL Revised July 2, 2011 City Project No. 100775 MERCHANT BONDING COMPANY, POWER OF ATTORNEY Know All Persons By These Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa (herein collectively called the "Companies") do hereby make, constitute and appoint, individually, John A Miller; John R Stockton; Sheryl A Klutts their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power -of -Attorney is granted and is signed and sealed by facsimile under and by authority of the following By -Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 16, 2015. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys -in -Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and aut hority hereby given to the Attomey-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney -in -Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner - Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. In Witness Whereof, the Companies have caused this instrument to be signed and seated this 6th day of April , 2017 .•• t1ONq� '•., .• ANG CO •. ••• �P• PO•�'' a •: �� "���• 'M'�'• P099J% MERCHANTS BONDING COMPANY (MUTUAL) ; -o- MERCHANTS NATIONAL BONDING, INC. -o- ?Qz 2003 1*0 : y 1933 'c; By � � .�cti. %dJi'• ;'gid• ...........',?•• •.'��•' ''�'j•. President STATE OF IOWA •'�"""•"��• '••"'•' COUNTY OF DALLAS ss. On this this 6th day of April 2017 before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. AUCIA K. GRAM �P�eta1 _ . Cwnlission Number 767430 My Commission Expires - u r t* Apnl 1, 2020 Notary Public (Expiration of notary's commission does not invalidate this instrument) I, William Warner, Jr., Secretary of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies, which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this 9th day of October , 2018. 10 '• ANG CO 1933 ;' c.- • v . 2003• Secretary POA 0018 (3/17) "leas"' 1 BOND NO. TXC610157 0061 14 - 1 PAYMENT BOND Page 1 of 2 2 SECTION 00 6114 3 PAYMENT BOND 4 5 THE STATE OF TEXAS § 6 § KNOW ALL BY THESE PRESENTS: 7 COUNTY OF TARRANT § 8 That we, William J. Schultz, Inc. dba Circle C Construction Company, known as "Principal" 9 herein, and Merchants Bonding Company (Mutual), a corporate surety (sureties), duly authorized to do 10 business in the State of Texas, known as "Surety" herein (whether one or more), are held and firmly 11 bound unto the City of Fort Worth, a municipal corporation created pursuant to the laws of the State of 12 Texas, known as "City" herein, in the penal sum of One Million, Two Hundred Fifty Thousand and 13 00/100 Dollars ($1,250,000.00), lawful money of the United States, to be paid in Fort Worth, Tarrant 14 County, Texas, for the payment of which sum well and truly be made, we bind ourselves, our heirs, 15 executors, administrators, successors and assigns, jointly and severally, firmly by these presents: 16 WHEREAS, Principal has entered into a certain written Contract with City, awarded the 25" day 17 of September, 2018 which Contract is hereby referred to and made a part hereof for all purposes as if 18 fully set forth herein, to furnish all materials, equipment, labor and other accessories as defined by law, in 19 the prosecution of the Work as provided for in said Contract and designated as Sanitary Sewer 20 Emergency Response Contract: City Proiect No. 100775, Second Renewal 21 NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if Principal shall pay all 22 monies owing to any (and all) payment bond beneficiary (as defined in Chapter 2253 of the Texas 23 Government Code, as amended) in the prosecution of the Work under the Contract, then this obligation 24 shall be and become null and void; otherwise to remain in full force and effect. 25 This bond is made and executed in compliance with the provisions of Chapter 2253 of the Texas 26 Government Code, as amended, and all liabilities on this bond shall be determined in accordance with the 27 provisions of said statute. 28 29 CITY OF FORT WORTH SANITARY SEWER EMERGENCY STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RESPONSE CONTRACT, SECOND RENEWAL Revised July 2, 2011 City Project No. 100775 0061 14-2 PAYMENTBOND Page 2 of 2 IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this 9th day of October, 2018. ATTEST: (Principal) Secretary, Michele S.Takford PRINCIPAL: William J. Schultz, Inc. dba Circle C Construction Company BY: to Signature Teresa S. Skelly — President Name and Title Address: P. O. Box 40328 Fort Worth, TX 76140 Witness as to Principal SURETY: Merchants Bogidja Company (Mutual) ATTEST: BY:(A:&1Z Signature (Surety) Sec _ z� u• Witness as to Surety, John A. Miller 3 Sheryl A. Klutts, Attorney -in -Fact Name and Title Address: 6700 Westown Parkway West Des Moines, IA 50266-7754 Telephone Number: 1-800-678-8171 4 Note: If signed by an officer of the Surety, there must be on file a certified extract from the bylaws 5 showing that this person has authority to sign such obligation. If Surety's physical address is different 6 from its mailing address, both must be provided. 7 8 The date of the bond shall not be prior to the date the Contract is awarded. 9 END OF SECTION CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised July 2, 2011 SANITARY SEWER EMERGENCY RESPONSE CONTRACT, SECOND RENEWAL City Project No. 100775 MERCHANT BONDING COMPANY POWER OF ATTORNEY Know All Persons By These Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa (herein collectively called the "Companies") do hereby make, constitute and appoint, individually, John A Miller; John R Stockton; Sheryl A Klutts their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power -of -Attorney is granted and is signed and sealed by facsimile under and by authority of the following By -Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 16, 2015. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attomeys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and aut hority hereby given to the Attomey-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney -in -Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner - Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. In Witness Whereof, the Companies have caused this instrument to be signed and sealed this 6th day of April 2017 '••.�Pt�ONq� •e••• � ���NG CO,j�A•• LR • O . . 4 •' RPO 9 . MERCHANTS BONDING COMPANY (MUTUAL) PO �=V'ls O 9�.�; MERCHANTS NATIONAL BONDING, INC. :�:"Z -o- tn. 2003 ;1 : y+ 1933 c; By / •.•�•�•....•:'•�,: •.••�•..•`••• President STATE OF IOWA • •••""""'••�' •• ••"•� COUNTY OF DALLAS ss. On this this 6th day of April 2017 before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. �PRtn<s AUCIA K. GRAM s Commission Number 767430 r P • MY CoAprii 1, 220 mmision res - Notary Public (Expiration of notary's commission does not invalidate this instrument) I, William Warner, Jr., Secretary of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies, which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this 9th day of October , 2018 �Go LP04 -0- 0r*►9; 0— _o_ rG • 2003 "000a y+ 1933 �' c • Secretary ••04'441.6611"1•• • POA 0018 (3117) 1 2 BOND NO. TXC610157 0061 19-1 MAINTENANCE BOND Page 1 of 3 3 SECTION 00 61 19 4 MAINTENANCE BOND 5 6 THE STATE OF TEXAS § 7 § KNOW ALL BY THESE PRESENTS: 8 COUNTY OF TARRANT § 9 10 That we, William J. Schultz, Inc. dba Circle C Construction CoMpany, known as "Principal" herein 11 and Merchants Bonding Company (Mutual), a corporate surety (sureties, if more than one) duly 12 authorized to do business in the State of Texas, known as "Surety" herein (whether one or more), are held 13 and firmly bound unto the City of Fort Worth, a municipal corporation created pursuant to the laws of the 14 State of Texas, known as "City" herein, in the sum of One Million, Two Hundred Fifty Thousand and 15 00/100 Dollars ($1,250,000.00), lawful money of the United States, to be paid in Fort Worth, Tarrant 16 County, Texas, for payment of which sum well and truly be made unto the City and its successors, we 17 bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly 18 by these presents. 19 20 WHEREAS, the Principal has entered into a certain written contract with the City awarded the 25th 21 day of September, 2018, which Contract is hereby referred to and a made part hereof for all purposes as 22 if fully set forth herein, to furnish all materials, equipment labor and other accessories as defined by law, 23 in the prosecution of the Work, including any Work resulting from a duly authorized Change Order 24 (collectively herein, the "Work") as provided for in said contract and designated as Sanitary Sewer 25 Emergency Response Contract; City Proiect No. 100775, Second Renewal; and 26 WHEREAS, Principal binds itself to use such materials and to so construct the Work in accordance 27 with the plans, specifications and Contract Documents that the Work is and will remain free from defects 28 in materials or workmanship for and during the period of two (2) years after the date of Final Acceptance 29 of the Work by the City ("Maintenance Period"); and 30 31 WHEREAS, Principal binds itself to repair or reconstruct the Work in whole or in part upon 32 receiving notice from the City of the need therefor at any time within the Maintenance Period. 33 CITY OF FORT WORTH SANITARY SEWER EMERGENCY STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RESPONSE CONTRACT, SECOND RENEWAL Revised July 2, 2011 City Project No. I00775 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 006119-2 MAINTENANCE BOND Page 2 of 3 NOW THEREFORE, the condition of this obligation is such that if Principal shall remedy any defective Work, for which timely notice was provided by City, to a completion satisfactory to the City, then this obligation shall become null and void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, if Principal shall fail so to repair or reconstruct any timely noticed defective Work, it is agreed that the City may cause any and all such defective Work to be repaired and/or reconstructed with all associated costs thereof being borne by the Principal and the Surety under this Maintenance bond; and PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division; and PROVIDED FURTHER, that this obligation shall be continuous in nature and successive recoveries may be had hereon for successive breaches. CITY OF FORT WORTH SANITARY SEWER EMERGENCY STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RESPONSE CONTRACT, SECOND RENEWAL Revised July 2, 2011 City Project No. 100775 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 006119-3 MAINTENANCE BOND Page 3 of 3 IN WITNESS WHEREOF, the Principal and the Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this the 9th day of October, 2018. ATTEST: A 177A (Principal) Secretary, Michele S. L ord Witness as to Principal Witness as to Surety, John A. Mi ler PRINCIPAL: William J. Schultz. Inc. dba Circle C Construction Company BY: o Signature Teresa S. Skelly, President Name and Title Address: P. O. Box 40328 Fort Worth, TX 76140 SURETY: Merchants Bo 1 Company Mutual BY: ignature Sheryl A. Klutts, Attorney -in -Fact Name and Title Address: 6700 Westown Parkway West Des Moines, IA 50266 Telephone Number: 1-800-678-8171 37 *Note: If signed by an officer of the Surety Company, there must be on file a certified extract from the 38 by-laws showing that this person has authority to sign such obligation. If Surety's physical 39 address is different from its mailing address, both must be provided. The date of the bond shall 40 not be prior to the date the Contract is awarded. 41 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised July 2, 2011 SANITARY SEWER EMERGENCY RESPONSE CONTRACT, SECOND RENEWAL City Project No. 100775 M.ERCHANT� BONDING COMPANY POWER OF ATTORNEY Know All Persons By These Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa (herein collectively called the "Companies') do hereby make, constitute and appoint, individually, John A Miller; John R Stockton; Sheryl A Klutts their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power-of-Attomey is granted and is signed and sealed by facsimile under and by authority of the following By -Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2015 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 16, 2015. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys -in -Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and aut hority hereby given to the Attorney -in -Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attomey-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner - Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. In Witness Whereof, the Companies have caused this instrument to be signed and sealed this 6th day of April 2017 "••pt10Nq� ••..• �N� Cp'•. kP0#• ep•4 RPp;9�'O9• MERCHANTS BONDING COMPANY (MUTUAL) ply Ci '4A•• -A- : �A.y� • MERCHANTS NATIONAL BONDING, INC. 2003 1933 cBy •,•�'•.......•:7?`• • W . . W ` President STATE OF IOWA ••�•""',""``•• •' • • • •' ••• COUNTY OF DALLAS ss. On this this 6th day of April 2017 before me appeared Larry Taylor, to me personally known, who being by me duty sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. 0P�tg1 s� AUC1A K. GRAM z . Commission Number 767430 My Commission Expires • , April 1, 2020 Notary Public (Expiration of notary's commission does not invalidate this instrument) t, William Warner, Jr., Secretary of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies, which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this 9th day of October , 2018. .•�In,'t 10 Nq" ••., . • \H6 C0,7j••• ctiy . CR Rq •eo : .• y' ,%!�,'�/ 4fG��l • o� oa 99' • 2003 1933 3• Secretary iv POA 0018 (3/17) •��`''•'•"'"`'"• �•••�••• MERCHANTS-�k BONDING COMPANY. MERCHANTS BONDING COMPANY (MUTUAL) • MERCHANTS NATIONAL BONDING, INC. P.O. BOX 14498 , DES MOINES, IOWA 50306-3498, (800) 678-8171 , (515) 243-3854 FAX Please send all notices of claim on this bond to: Merchants Bonding Company (Mutual) / Merchants National Bonding, Inc. P.O. Box 14498 Des Moines, Iowa 50306-3498 (515)243-8171 (800) 678-8171 Physical Address: 6700 Westown Parkway, West Des Moines, Iowa 50266 SUP 0073 TX (2/15) Policy #85316434 COMMERCIAL GENERAL LIABILITY CG 20 38 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured described above: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph 1. above are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 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", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. 2. "Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or CG 20 38 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.; or 2. Available under the applicable Limits Insurance shown in the Declarations; whichever is less. This endorsement shall not increase applicable Limits of Insurance shown in Declarations. of the the Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 38 04 13 POLICY NUMBER: 85316434 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION TO WHOM LOCATIONS DESIGNATED AND YOU HAVE AGREED TO NAME AS ADDI- DESCRIBED IN THE ABOVE TIONAL INSURED BY WRITTEN CONTRACT MENTIONED WRITTEN CONTRACT OR AGREEMENT IF THE CONTRACT OR OR AGREEMENT AGREEMENT IS EXECUTED PRIOR TO LOSS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on be half of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 Policy 485316434 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Policy #85316434 CG 72 80 07 17 LIMITED EXTENDED ULTRA LIABILITY PLUS ENDORSEMENT COMMERCIAL GENERAL LIABILITY EXTENSION ENDORSEMENT SUMMARY OF COVERAGES This is a summary of the various additional coverages and coverage modifications provided by this endorsement. No coverage is provided by this summary. • Extended Property Damage • Expanded Fire Legal Liability to include Explosion, Lightning and Sprinkler Leakage • Coverage for non -owned watercraft is extended to 51 feet in length • Property Damage - Borrowed Equipment * Property Damage Liability - Elevators • Coverage D - Voluntary Property Damage Coverage $5,000 Occurrence with a $10,000 Aggregate • Coverage E - Care, Custody and Control Property Damage Coverage $25,000 Occurrence with a $100,000 Aggregate - $500 Deductible • Coverage F - Electronic Data Liability Coverage - $50,000 • Coverage G - Product Recall Expense $25,000 Each Recall Limit with a $50,000 Aggregate - $1,000 Deductible • Coverage H - Water Damage Legal Liability - $25,000 • Coverage I - Designated Operations Covered by a Consolidated (Wrap -Up) Insurance Program - Limited Coverage • Increase in Supplementary Payments: Bail Bonds to $1,000 • Increase in Supplementary Payments: Loss of Earnings to $500 • For newly formed or acquired organizations - extend the reporting requirement to 180 days • Broadened Named Insured • Automatic Additional Insured - Vendors • Automatic Additional Insured - Lessor of Leased Equipment Automatic Status When Required in Lease Agreement With You • Automatic Additional Insured - Managers or Lessor of Premises • Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured • Additional Insured - State or Governmental Agency or Subdivision or Political Subdivision - Permits or Authorizations • Additional Insured - Consolidated Insurance Program (Wrap -Up) Off -Premises Operations Only - Owners, Lessees or Contractors Automatic Status When Required in Construction Agreement With You * Additional Insured - Employee Injury to Another Employee • Automatically included - Aggregate Limits of Insurance (per location) • Automatically included - Aggregate Limits of Insurance (per project) • Knowledge of occurrence - Knowledge of an 'occurrence", "claim or suit' by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee • Blanket Waiver of Subrogation " Liberalization Condition • Unintentional failure to disclose all hazards. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. • "Insured Contract' redefined for Limited Railroad Contractual Liability • Mobile equipment to include snow removal, road maintenance and street cleaning equipment less than 1,000 lbs GVW • Bodily Injury Redefined REFER TO THE ACTUAL ENDORSEMENT FOLLOWING ON PAGES 2 THROUGH 12 FOR CHANGES AFFECTING YOUR INSURANCE PROTECTION CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 12 CG 72 80 07 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED EXTENDED ULTRA LIABILITY PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I -COVERAGES A. The following changes are made at COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Extended Property Damage At 2. Exclusions exclusion a. Expected or Intended Injury is replaced with the following: "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. Expanded Fire Legal Liability At 2. Exclusions the last paragraph is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of this owner. A separate limit of insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. 3. Non -Owned Watercraft At 2. Exclusions exclusion g. Aircraft, Auto Or Watercraft (2)(a) is deleted and replaced by the following: (a) Less than 51 feet long; 4. Property Damage — Borrowed Equipment At 2. Exclusions the following is added to paragraph (4) of exclusion j. Damage To Property: This exclusion does not apply to "property damage" to borrowed equipment while at a jobsite and while not being used to perform operations. The most we will pay for "property damage" to any one piece of borrowed equipment under this coverage is $25,000 per occurrence. The insurance afforded under this provision is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. 5. Property Damage Liability — Elevators At 2. Exclusions the following is added to paragraphs (3), (4) and (6) of exclusion j. Damage To Property: This exclusion does not apply to "property damage" resulting from the use of elevators. However, any insurance provided for such "property damage" is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. B. The following coverages are added: 1. COVERAGE D -VOLUNTARY PROPERTY DAMAGE COVERAGE "Property damage" to property of others caused by the insured: a. While in your possession; or b. Arising out of "your work". Coverage applies at the request of the insured, whether or not the insured is legally obligated to pay. For the purposes of this Voluntary Property Damage Coverage only: Exclusion j. Damage to Property is deleted and replaced by the following: CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 12 CG 72 80 07 17 j. Damage to Property "Property damage" to: (1) Property held by the insured for servicing, repair, storage or sale at premises you own, rent, lease, operate or use; (2) Property transported by or damage caused by any "automobile", "watercraft" or "aircraft" you own, hire or lease; (3) Property you own, rent, lease, borrow or use. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. 2. COVERAGE E - CARE, CUSTODY AND CONTROL PROPERTY DAMAGE COVERAGE For the purpose of this Care, Custody and Control Property Damage Coverage only: a. Item (4) of Exclusion j. does not apply. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. 3. COVERAGE F - ELECTRONIC DATA LIABILITY COVERAGE For the purposes of this Electronic Data Liability Coverage only: a. Exclusion p. of Coverage A — Bodily Injury And Property Damage Liability in Section I — Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury". b. "Property Damage" means: (1) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (2) Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it; or (3) Loss of, loss of use of, damage to, corruption of, inability to access or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the `occurrence" that caused it. For the purposes of this Electronic Data Liability Coverage, "electronic data" is not tangible property. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE 4. COVERAGE G - PRODUCT RECALL EXPENSE a. Insuring Agreement (1) We will pay 90% of "product recall expense" you incur as a result of a "product recall' you initiate during the coverage period. (2) We will only pay for "product recall expense" arising out of "your products" which have been physically relinquished to others. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 12 CG 72 80 07 17 b. Exclusions This insurance does not apply to "product recall expense" arising out of: (1) Any fact, circumstance or situation which existed at the inception date of the policy and which you were aware of, or could reasonably have foreseen that would have resulted in a "product recall'. (2) Deterioration, decomposition or transformation of a chemical nature, except if caused by an error in the manufacture, design, processing, storage, or transportation of "your product'. (3) The withdrawal of similar products or batches that are not defective, when a defect in another product or batch has been found. (4) Acts, errors or omissions of any of your employees, done with prior knowledge of any of your officers or directors. (5) Inherent vice, meaning a natural condition of property that causes it to deteriorate or become damaged. (6) "Bodily Injury" or "Property Damage". (7) Failure of "your product' to accomplish its intended purpose, including any breach of warranty of fitness, quality, efficacy or efficiency, whether written or implied. (8) Loss of reputation, customer faith or approval, or any costs incurred to regain customer market, or any other consequential damages. (9) Legal fees or expenses. (10) Damages claimed for any loss, cost or expense incurred by you or others for the loss of use of "your product'. (11) "Product recall expense" arising from the "product recall' of any of "your products" for which coverage is excluded by endorsement. (12) Any "product recall' initiated due to the expiration of the designated shelf life of "your product'. 5. COVERAGE H - WATER DAMAGE LEGAL LIABILITY The Insurance provided under Coverage H (Section 1) applies to "property damage" arising out of water damage to premises that are both rented to and occupied by you. The Limit under this coverage shall not be in addition to the Damage To Premises Rented To You Limit. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE 6. COVERAGE I — DESIGNATED OPERATIONS COVERED BY A CONSOLIDATED (WRAP-UP) INSURANCE PROGRAM The following exclusion is added to Paragraph 2. Exclusions of SECTION I — COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY : r. This insurance does not apply to "bodily injury' or "property damage" arising out of either your ongoing operations or operations included within the "products -completed operations hazard" for any "consolidated (Wrap-up) insurance program" which has been provided by the prime contractor / project manager or owner of the construction project in which you are involved. This exclusion applies whether or not a consolidated (Wrap-up) insurance program: a. Provides coverage identical to that provided by this Coverage Part; or b. Has limits adequate to cover all claims. This exclusion does not apply if a "consolidated (Wrap-up) insurance program" covering your operations has been cancelled, non -renewed or otherwise no longer applies for reasons other than exhaustion of all available limits, whether such limits are available on a primary, excess or on any other basis. You must advise us of such cancellation, nonrenewal or termination as soon as practicable. For purposes of this exclusion a "consolidated (wrap-up) insurance program" is a program providing insurance coverage to all parties for exposures involved with a particular (typically major) construction project. CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 12 CG 72 80 07 17 C. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended: 1. To read SUPPLEMENTARY PAYMENTS 2. Bail Bonds Item 1.b. is amended as follows: b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 3. Loss of Earnings Item 1.d. is amended as follows: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. 4. The following language is added to Item 1. However, we shall have none of the duties set forth above when this insurance applies only for Voluntary Property Damage Coverage and/or Care, Custody or Control Property Damage Coverage and we have paid the Limit of Liability or the Aggregate Limit for these coverages. SECTION II -WHO IS AN INSURED A. The following change is made: Extended Reporting Requiremgnts Item 3.a. is deleted and replaced by the following 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. B. The following provisions are added: 4. BROAD FORM NAMED INSURED Item 1.f. is added as follows: f. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period only if there is no other similar insurance available to that entity. However: (1) Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired more than 50 percent of the voting stock; and (2) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired more than 50 percent of the voting stock. 5. Additional Insured - Vendors a. Any person(s) or organization(s) (referred to throughout this additional coverage as vendor), but only with respect to "bodily injury" or "property damage", which may be imputed to that person(s) or organization(s) arising out of "your products" shown with the Schedule which are distributed or sold in the regular course of the vendor's business is an insured. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. b. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 12 CG 72 80 07 17 (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container. (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of products. (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: I. The exceptions contained in Sub -paragraphs d. or f.; or ii. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 6. Additional Insured — Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You a. Any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to your liability for "bodily injury", "property damage" or "personal and advertising injury" directly arising out of the maintenance, operation or use of equipment leased to you, which may be imputed to such person or organization as the lessor of equipment. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 7. Additional Insured — Managers or Lessors of Premises a. Any person(s) or organization(s), but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 12 CG 72 80 07 17 8. Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured a. Any architects, engineers or surveyors who are not engaged by you are insureds, but only with respect to liability for "bodily injury" or "property damage" or "personal and advertising injury" which may be imputed to that architect, engineer or surveyor arising out of: (1) Your acts or omissions; or (2) Your acts or omissions of those acting on your behalf; in the performance of your ongoing operations performed by you or on your behalf. But only if such architects, engineers or surveyors, while not engaged by you, are contractually required to be added as an additional insured to your policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services, including: (1) The preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection or engineering services. 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services. 9. Additional Insured - State or Governmental Agency or Subdivision or Political Subdivision - Permits or Authorizations Any state or governmental agency or subdivision or political subdivision is an insured, subject to the following provisions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". 10. Additional Insured Consolidated Insurance Program (Wrap -Up) Off -Premises Operations Only - Owners, Lessees or Contractors a. Any persons or organizations for whom you are performing operations, for which you have elected to seek coverage under a Consolidated Insurance Program, when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy is an insured. Such person or organization is an additional insured only with respect to your liability which may be imputed to that person or organization directly arising out of your ongoing operations performed for that person or organization at a premises other than any project or location that is designated as covered under a Consolidated Insurance Program. A person's or organization's status as an insured under this endorsement ends when your operations for that insured are completed. CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 12 CG 72 80 07 17 b. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies. This insurance does not apply to: "Bodily injury", "property damage", or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection 11. Additional Insured -Employee Injury to Another Employee With respect to your "employees" who occupy positions which are supervisory in nature: Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED is amended to read: a. "Bodily injury" or "personal and advertising injury" (1) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (2) 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) above; or (3) Arising out of his or her providing or failing to provide professional healthcare services. Paragraph 3.a. is deleted. For the purpose of this Item 11 only, a position is deemed to be supervisory in nature if that person performs principle work which is substantially different from that of his or her subordinates and has authority to hire, direct, discipline or discharge. SECTION III - LIMITS OF INSURANCE A. The following Items are deleted and replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B; and d. Damages under Coverage H. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" and Coverage G. 6. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage while rented to you or temporarily occupied by you with permission of the owner. B. The following are added: 8. Subject to Paragraph 5. of SECTION III — LIMITS OF INSURANCE $25,000 is the most we will pay under Coverage H for Water Damage Legal Liability. 9. Coverage G - Product Recall Expense Aggregate Limit $50,000 Each Product Recall Limit $25,000 a. The Aggregate Limit shown above is the most we will pay for the sum of all "product recall expense" you incur as a result of all "product recalls" you initiate during the endorsement period. CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 12 CG 72 80 07 17 b. The Each Product Recall Limit shown above is the most we will pay, subject to the Aggregate and $1,000 deductible, for "product recall expense" you incur for any one "product recall' you initiate during the endorsement period. We will only pay for the amount of Product Recall Expenses which are in excess of the deductible amount. The deductible applies separately to each Product Recall. The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. 10. Aggregate Limits of Insurance (Per Location) The General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 11. Aggregate Limits of Insurance (Per Project) The General Aggregate Limit applies separately to each of your projects away from premises owned by or rented to you. 12. With respects to the insurance afforded to additional insureds afforded coverage by items 5 through 11 of SECTION II — WHO IS AN INSURED above, the following is added: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; b. Available under the applicable Limits of Insurance shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 13. Subject to 5. of SECTION III — LIMITS OF INSURANCE, a $5,000 'occurrence" limit and a $10,000 "aggregate" limit is the most we will pay under Coverage A for damages because of "property damage" covered under Coverage D - Voluntary Property Damage Coverage. For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. 14. Subject to 5. of SECTION III — LIMITS OF INSURANCE, a $25,000 'occurrence" limit and a $100,000 "aggregate" limit is the most we will pay under Coverage E - Care, Custody and Control Coverage regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". Deductible - Our obligation to pay damages on your behalf applies only to the amount of damages in excess of $500. This deductible applies to all damages because of "property damage" as the result of any one 'occurrence" regardless of the number of persons or organizations who sustain damages because of that 'occurrence". We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. As respects this coverage "Aggregate" is the maximum amount we will pay for all covered 'occurrences" during one policy period. CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 12 CG 72 80 07 17 For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for each coverage, and we are granted discretion in making payments under this coverage. 15. Subject to 5. of SECTION III — LIMITS OF INSURANCE, the most we will pay for "property damage" under Coverage F - Electronic Data Liability Coverage for loss of "electronic data" is $50,000 without regard to the number of "occurrences". SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS A. The following conditions are amended: 1. Knowledge of Occurrence a. Condition 2., Items a. and b. are deleted and replaced by the following: (1) Duties In The Event Of Occurrence, Offense, Claim Or Suit (a) You must see to it that we are notified as soon as practicable of an 'occurrence" or an offense which may result in a claim. Knowledge of an 'occurrence" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. To the extent possible, notice should include: L How, when and where the 'occurrence" 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 any insured, you must: i. Immediately record the specifics of the claim or "suit' and the date received; and ii. Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit' as soon as practicable. Knowledge of a claim or "suit' by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. 2. Where Broad Form Named Insured is added in SECTION 11 — WHO 1S AN INSURED of this endorsement, Condition 4. Other Insurance b. Excess Insurance (1).(a) is replaced by the following: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to an insured solely by reason of ownership by you of more than 50 percent of the voting stock, and not withstanding any other language in any other policy. This provision does not apply to a policy written to apply specifically in excess of this policy. B. The following are added: 10. Condition (5) of 2.c. (5) Upon our request, replace or repair the property covered under Voluntary Property Damage Coverage at your actual cost, excluding profit or overhead. 11. Blanket Waiver Of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: premises owned or occupied by or rented or loaned to you, ongoing operations performed by you or on your behalf, done under a contract with that person or organization, "your work", or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you before the "bodily injury" or "property damage" occurs or the "personal and advertising injury" offense is committed. 12. Liberalization If a revision to this Coverage Part, which would provide more coverage with no additional premium becomes effective during the policy period in the state designated for the first Named Insured shown in the Declarations, your policy will automatically provide this additional coverage on the effective date of the revision. CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 12 CG 72 80 07 17 13. Unintentional Failure to Disclose All Hazards Based on our reliance on your representations as to existing hazards, if you unintentionally should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 14. The following conditions are added in regard to Coverage G - Product Recall Expense In event of a "product recall', you must a. See to it that we are notified as soon as practicable of a "product recall'. To the extent possible, notice should include how, when and where the "product recall' took place and estimated "product recall expense". b. Take all reasonable steps to minimize "product recall expense". This will not increase the limits of insurance. c. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, including your books and records. Your answers must be signed. d. Permit us to inspect and obtain other information proving the loss. You must send us a signed, sworn statement of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. e. Cooperate with us in the investigation or settlement of any claim. f. Assist us upon our request, in the enforcement of any rights against any person or organization which may be liable to you because of loss to which this insurance applies. 15. Limited Railroad Contractual Liability The following conditions are applicable only to coverage afforded by reason of the redefining of an "insured contract" in the DEFINITIONS section of this endorsement: a. Railroad Protective Liability coverage provided by ISO form CG 0035 with minimum limits of $2,000,000 per occurrence and a $6,000,000 general aggregate limit must be in place for the entire duration of any project. b. Any amendment to the Other Insurance condition of form CG 0035 alters the primacy of the coverage or which impairs our right to contribution will rescind any coverage afforded by the redefined "insured contract' language. c. For the purposes of the Other Insurance condition of form CG 0035 you, the named insured, will be deemed to be the designated contractor. SECTION V - DEFINITIONS A. At item 12. Mobile Equipment the wording at f.(1) is deleted and replaced by the following: f.(1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; except for such vehicles that have a gross vehicle weight less than 1,000 lbs which are not designed for highway use. B. Item 3. "bodily injury" is deleted and replaced with the following: 3. "bodily injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. C. Item 9. "Insured Contract" c. is deleted and replaced with the following: c. Any easement or license agreement; CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 11 of 12 CG 72 80 07 17 D. Item 9. "Insured Contract" f.(1) is deleted E. The following definitions are added for this endorsement only: 23. "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, tape drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 24. "Product recall" means a withdrawal or removal from the market of 'your product' based on the determination by you or any regulatory or governmental agency that: a. The use or consumption of 'your product' has caused or will cause actual or alleged "bodily injury" or "property damage"; and b. Such determination requires you to recover possession or control of 'your product' from any distributor, purchaser or user, to repair or replace "your product', but only if 'your product' is unfit for use or consumption, or is hazardous as a result of: (1) An error or omission by an insured in the design, manufacturing, processing, labeling, storage, or transportation of 'your product'; or (2) Actual or alleged intentional, malicious or wrongful alteration or contamination of "your product' by someone other than you. 25. "Product recall expense" means reasonable and necessary expenses for: a. Telephone, radio and television communication and printed advertisements, including stationery, envelopes and postage. b. Transporting recalled products from any purchaser, distributor or user, to locations designated by you. c. Remuneration paid to your employees for overtime, as well as remuneration paid to additional employees or independent contractors you hire. d. Transportation and accommodation expense incurred by your employees. e. Rental expense incurred for temporary locations used to store recalled products. f. Expense incurred to properly dispose of recalled products, including packaging that cannot be reused. g. Transportation expenses incurred to replace recalled products. h. Repairing, redistributing or replacing covered recalled products with like products or substitutes, not to exceed your original cost of manufacturing, processing, acquisition and/or distribution. These expenses must be incurred as a result of a "product recall'. CG 72 80 07 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 12 of 12 Policy #85316434 COMMERCIAL AUTO CA 71 09 01 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ULTRA ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMON POLICY CONDITIONS COVERAGE INDEX DESCRIPTION PAGE Temporary Substitute Auto Physical Damage 2 Broad Form Insured 2 Employee as Insureds 2 Additional Insured Status by Contract, Agreement or Permit 2 Bail Bond Coverage 3 Loss of Earnings Coverage 3 Amended Fellow Employee Coverage 3 Towing and Labor 3 Physical Damage Additional Transportation Expense Coverage 3 Extra Expense - Theft 3 Rental Reimbursement and Additional Transportation Expense 4 Personal Effects Coverage 4 Personal Property of Others 4 Locksmith Coverage 4 Vehicle Wrap Coverage 5 Airbag Accidental Discharge 5 Audio, Visual and Data Electronic Equipment Coverage 5 Auto Loan/Lease Total Loss Protection 5 Glass Repair — Deductible Amendment 5 Amended Duties in the Event of Accident, Claim, Suit or Loss 6 Waiver of Subrogation Required by Contract 6 Unintentional Failure to Disclose 6 Hired, Leased, Rented or Borrowed Auto Physical Damage 6 Mental Anguish 7 Extended Cancellation Condition 7 The COVERAGE INDEX set forth above is informational only and grants no coverage. Terms set forth in (Bold Italics) are likewise for information only and by themselves shall be deemed to grant no coverage. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (Temporary Substitute Auto Physical Damage) A. TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE SECTION I — COVERED AUTOS, paragraph C. Certain Trailers, Mobile Equipment and Temporary Substitute Autos is amended by adding the following at the end of the existing language: If Physical Damage Coverage is provided under this Coverage form for an "auto" you own, the Physical Damage coverages provided for that owned "auto" are extended to any "auto" you do not own while used with the permission of its owner as a temporary substitute for the covered "auto" you own that is out of service because of its breakdown, repair, servicing, 'loss", or destruction B. BROADENED LIABILITY COVERAGES SECTION II — LIABILITY COVERAGE in Paragraph A. Coverage at 1. Who Is An Insured is amended to include the following: (Broad Form Insured) d. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. e. Any organization that is acquired or formed by you, during the term of this policy and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (1) That is a joint venture or partnership, (2) That is an "insured" under any other policy, (3) That has exhausted its Limits of Insurance under any other policy, or (4) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation Coverage does not apply to "bodily injury" or "property damage" that results from an accident that occurred before you formed or acquired the organization. (Employee as Insureds) f. Any employee of yours while acting in the course of your business or your personal affairs while using a covered "auto" you do not own, hire or borrow. (Additional Insured Status by Contract, Agreement or Permit) g. Any person or organization whom you are required to add as an additional insured on this policy under a written contract or agreement; but the written contract or agreement must be: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "bodily injury" or "property damage." The additional insured status will apply only with respect to your liability for "bodily injury" or "property damage" which may be imputed to that person(s) or organization(s) directly arising out of the ownership, maintenance or use of the covered "autos" at the location(s) designated, if any. Coverage provided by this endorsement will not exceed the limits of liability required by the written contract or written agreement even if the limits of liability stated in the policy exceed those limits. This endorsement shall not increase the limits stated in Section II. C. Limits of Insurance. For any covered "auto" you own this Coverage Form provides primary coverage. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 C. BROADENED SUPPLEMENTARY PAYMENTS SECTION II. LIABILITY A. Coverage 2. Coverage Extensions a. by the following: (Bail Bond Coverage) (2) Up to $5,000 for cost of bail bonds (including bonds for "accident" we cover. We do not have to furnish these bonds (Loss of Earnings Coverage) Supplementary Payments (2) and (4) are replaced related traffic violations) required because of an (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earning up to $500 a day because of time off from work. (Amended Fellow Employee Exclusion) D. AMENDED FELLOW EMPLOYEE EXCLUSION Only with respect to your "employees" who occupy positions which are supervisory in nature, SECTION II. LIABILITY B. Exclusion 5. Fellow Employee is replaced by: 5. Fellow Employee "Bodily Injury": a. To you, or your partners or members (if you are a partnership or joint venture), or to your members (if yon are a limited liability company); b. To your "executive officers" and directors (if you are an organization other than a partnership, joint venture, or limited liability company) but only with respect to performance of their duties as your officers or directors; c. For which there is an obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph a and b above; or d. Arising out of his or her providing or failing to provide professional health care services. For purposes of this endorsement, a position is deemed to be supervisory in nature if that person performs principle work which is substantially different from that of his or her subordinates and has authority to hire, transfer, direct, discipline or discharge. E. BROADENED PHYSICAL DAMAGE COVERAGES SECTION III — PHYSICAL DAMAGE COVERAGE A. Coverage is amended as follows: (Towing and Labor) 2. Towing is deleted and replaced with the following: 2. Towing and Labor We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" is disabled: a. For private passenger type vehicles we will pay up to $100 per disablement. b. For all other covered "auto's" we will pay up to $500 per disablement However, the labor must be performed at the place of disablement. (Physical Damage Additional Transportation Expense Coverage) 4. Coverage Extensions a. Transportation Expenses is amended to provide the following limits: We will pay up to $60 per day to a maximum of $1,800. All other terms and provisions of this section remain applicable. The following language is added to 4. Coverage Extensions: (Extra Expense — Theft) c. Theft Recovery Expense If you have purchased Comprehensive Coverage on an "auto" that is stolen, we will pay the expense of returning that stolen auto to you. The limit for this coverage extension is $5,000. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 (Rental Reimbursement and Additional Transportation Expense) d. Rental Reimbursement We will provide Rental Reimbursement and Additional Expense coverage only for those Physical Damage coverages for which a premium is shown in the Declarations or schedule pages. Coverage applies only to a covered "auto". (1) We will pay for auto rental expense and the expense incurred by you because of "loss" to remove and transfer your materials and equipment from a covered "auto" to a covered "auto." Payment applies in addition to the otherwise applicable coverage you have on a covered "auto." No deductible applies to this coverage. (2) We will pay only for expenses incurred during the policy period and beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto." If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you, or (b) 30 days. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or (b) $75 per day. (c) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. (d) If "loss" results from the total theft of a covered "auto" of the private passenger or light truck type, we will pay under this coverage only that amount of your rental reimbursement expense which is not already provided for under the SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses. (Personal Effects Coverage) e. Personal Effects If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $500 for Personal Effects stolen with the "auto". The insurance provided under this provision is excess over any other collectible insurance. For this coverage extension, Personal Effects means tangible property that is worn or carried by an "insured". (Personal Property of Others) f. Personal Property of Others We will pay up to $500 for loss to personal property of others in or on your covered "auto." This coverage applies only in the event of "loss" to your covered "auto" caused by fire, lightning, explosion, theft, mischief or vandalism, the covered "auto's" collision with another object, or the covered "auto's" overturn. No deductibles apply to this coverage. (Locksmith Coverage) g. Locksmith Coverage We will pay up to $250 per occurrence for necessary locksmith services for keys locked inside a covered private passenger "auto". The deductible is waived for these services. Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 (Vehicle Wrap Coverage) h. Vehicle Wrap Coverage If you have Comprehensive or Collision coverage on an "auto" that is a total loss, in addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage for any one 'loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. (Airbag Accidental Discharge) F. SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended at 3. to include the following language: If you have purchased Comprehensive or Collision Coverage under this policy, this exclusion does not apply to mechanical breakdown relating to the accidental discharge of an air bag. This coverage applies only to a covered auto you own and is excess of any other collectible insurance or warranty. No deductible applies to this coverage. G. BROADENED LIMITS OF INSURANCE (Audio, Visual and Data Electronic Equipment Coverage) SECTION III — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance at 1.b. is amended to provide the following limits: b. Limits of $1,000 per "loss" is increased to $5,000 per 'loss". All other terms and provisions of this section remain applicable. (Auto Loan/Lease Total Loss Protection) SECTION III — PHYSICAL DAMAGE COVERAGE — C. Limit of Insurance is amended by adding the following language: 4. In the event of a total 'loss" to a covered "auto" shown in the Schedule pages, subject at the time of the 'loss" to a loan or lease, we will pay any unpaid amount due including up to a maximum of $500 for early termination fees or penalties on the lease or loan for a covered"auto" less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease / loan payments at the time of the 'loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. (Glass Repair— Deductible Amendment) H. GLASS REPAIR — DEDUCTIBLE SECTION III — PHYSICAL DAMAGE COVERAGE — D. Deductible is amended by adding the following.- Any ollowing:Any deductible shown in the Declarations as applicable to the covered "auto" will not apply to glass breakage if the damaged glass is repaired, rather than replaced. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 (Amended Duties in the Event of Accident, Claim, Suit or Loss) I. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, the following is added to paragraph 2. Duties In The Event of Accident, Suit or Loss: d. Knowledge of any "accident", "claim", "suit" or "loss" will be deemed knowledge by you when notice of such "accident", "claim", "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; (4) Your members, managers or insurance manager, if you are a limited liability company; or (5) Your officials, trustees, board members or insurance manager, if you are a not-for-profit organization. (Waiver of Subrogation by Contract) J. WAIVER OF SUBROGATION REQUIRED BY CONTRACT Under SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions S. Transfer of Rights of Recovery Against Others to Us the following language is added: However, we waive any rights of recovery we may have against the person or organization with whom you have agreed in writing in a contract, agreement or permit, to provide insurance such as is afforded under the policy to which this endorsement is attached. This provision does not apply unless the written contract or written agreement has been executed, or permit has been issued, prior to the "bodily injury" or "property damage." (Unintentional Failure to Disclose) K. UNINTENTIONAL FAILURE TO DISCLOSE Under SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, the following is added to 2. Concealment, Misrepresentation Or Fraud : Your unintentional error in disclosing, or failing to disclose, any material fact existing at the effective date of this Coverage Form, or during the policy period in connection with any additional hazards, will not prejudice your rights under this Coverage Form. (Hired, Leased, Rented or Borrowed Auto Physical Damage) L. HIRED, LEASED, RENTED OR BORROWED AUTO PHYSICAL DAMAGE Under SECTION IV — BUSINESS AUTO CONDITIONS B. General Conditions 5. Other Insurance Paragraph 5.b. is replaced by the following: b. (1) For "Comprehensive" and "Collision" Auto Physical Damage coverage provided by this endorsement, the following are deemed to be covered "autos" you own: (a) Any Covered "auto" you lease, hire, rent or borrow; and (b) Any Covered "auto" hired or rented by your "employee" under a contract in that individual "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" (2) Limit of Insurance For This Section The most we will pay for any one "loss" is the lesser of the following: (a) $75,000 per accident, or (b) actual cash value at the time of loss, or (c) cost of repair. Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 Minus a $500 deductible. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total loss. No deductible applies to "loss" caused by fire or lightning. (3) This Hired Auto Physical Damage coverage is excess over any other collectible insurance. (4) Definitions For This Section (a) Comprehensive Coverage: from any cause except the covered "auto's" collision with another object or the covered "auto's" overturn. We will pay glass breakage, "loss" caused by hitting a bird or animal and, "loss" caused by falling objects or missiles. (b) Collision Coverage: caused by the covered "auto's" collision with another object or by the covered "auto's" overturn. (Mental Anguish) M. MENTAL ANGUISH Under SECTION V — DEFINITIONS, C. is replaced by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including mental anguish or death resulting from bodily injury, sickness, or disease. (Extended Cancellation Condition) N. EXTENDED CANCELLATION CONDITION Under CANCELLATION, of the COMMON POLICY CONDITIONS form, item 2.1b. is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 Policy #85316434 CA 73 34 09 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following language replaces SECTION IV BUSINESS AUTO CONDITIONS Part B. General Conditions 5. Other Insurance c.: c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". This coverage will also be non-contributory if it is required by the terms of the "insured contract". CA 73 34 09 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 A All WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All TX Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Date Prepared: June 21, 2018 Carrier: Bridgefield Casualty Insurance Company Effective Date of Endorsement: August 12, 2018 Policy Number: 196-43838 Countersigned by: Insured: William J Schultz Inc WC 42 03 04 B (Ed. 6-14) "Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission. Copyright 2014 NCCI"