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Cubic ITS Inc; 2024-05-09;
Page 1 City Attorney Approved Version 12/22/2023 AGREEMENT FOR ATMS SYSTEM MAINTENANCE AND SUPPORT AGREEMENT SERVICES CUBIC ITS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Cubic ITS, Inc., a Texas corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in software maintenance and support. B. Contractor has the necessary experience in providing professional services and advice related to software maintenance and support. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years commencing on April 13, 2024. The IT Director may amend the Agreement to extend it for two (2) additional one (1) year term(s) or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial three-year Agreement term shall not exceed ninety thousand dollars ($90,000) or thirty thousand dollars ($30,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty thousand dollars ($30,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C 9th May Agreement's terms and conditions. Page 2 City Attorney Approved Version 12/22/2023 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. - a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self administered workers' compensation is included as Page 3 City Attorney Approved Version 12/22/2023 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR Approved Surplus Line Insurers OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's work for City, Insurance coverage shall be no less than $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.1.5 Cyber Insurance. Coverage limit in the amount of $2,000,000 per occurrence with a $2,000,000 aggregate. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C connection with performance of the services by Contractor or Contractor's agents, representatives, with a surplus line insurer on the State of California's List of (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; _________________ Insurance written on an "occurrence" basis, ________ Errors and omissions liability appropriate to Contractor's profession Page 4 City Attorney Approved Version 12/22/2023 10.2.2 Contractor willobtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 12. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work pro records. 13. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. /// /// /// /// /// DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C duct for Contractor's Page 5 City Attorney Approved Version 12/22/2023 14. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Maria Callander Name Linsey Roldan Title IT Director Title Project Manager Dept IT Address 522 Gillingham CITY OF CARLSBAD SUGAR LAND, TX 77478 Address 1635 Faraday Ave Phone (909) 561-1492 Carlsbad, CA 92008 Email Linsey.roldan@cubic.com Phone 443.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 15. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes No If yes, list the contact information below for all individuals required to file: Name Email Phone Number 16. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C □ City Attorney Approved Version 12/22/2023 Page 6 17. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light City Attorney Approved Version 12/22/2023 Page 7 Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE This Agreement will be governed by the laws of the State of California regardless of conflict of laws principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// /// /// /// /// DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C City Attorney Approved Version 12/22/2023 Page 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Cubic ITS, Inc., a Texas corporation By: By: (sign here) IT Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Senior Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C 9th May By : By: tl!'.Yi1 brif6+l., fl.t.mtt ~h (sign here) IT Director Terry Griffith vice President & General Manager (sign here) By: Karen Blom Assistant secretary Senior Deputy City Clerk APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney Bv: a~w~ Deputy City Attorney City Attorney Approved Version 12/22/2023 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE ATMS SYSTEM MAINTENANCE AND SUPPORT AGREEMENT Cubic ITS, Inc. (Cubic ) will provide City of Carlsbad, CA () ATMS system maintenance and technical support of the ATMS Advanced Traffic Management System (Software) licensed to City as described in this document. SCOPE AND RESPONSIBILITIES The ATMS System Maintenance and Support Agreement covers the following products and services during the agreement period: 1)Free upgrade to the latest full version of ATMS core system at the beginning of the agreement via remote access. 2)Free software updates (all 2.dot releases) of the ATMS core system software via remote access. a.Since the release of ATMS 2.0, Cubic has released an average of two .dot releases of ATMS per year. Cubic expects that pace to be roughly the same on a going- forward basis but may vary the times for release depending on which additional features are included. 2.dot release may also require technical updates to MicrosoftTM and other technology standards used in ATMS.b.Cubic and City will work together to schedule a mutually appropriate time forinstallation. 3)A yearly system recommendations to improve system performance. Agency will provide remote access to check.4)Designated and priority support from our ATMS systems support group.5)Telephone support: Times: 7:00am to 7:00pm (US Central Standard Time) Days: Monday to Friday except for holidays recognized by Cubic SYSTEM MAINTENANCE AND SUPPORT AGREEMENT FEES The fee for the software and services in this agreement is $30,000 per year for three years with the option to renew for two additional one-year terms (any changes to quantity of intersection licenses may require an adjustment to the yearly fee). Payment terms are net 30 days from the date of invoice. First payment due at the beginning of the agreement period. Thereafter, invoicing should occur on the first business day after the anniversary date of the yearly maintenance period. Year 1 $ 30,000 Year 2 30,000 Year 3 30,000 Total $ 90,000 DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CUBICTM Transportation Systems " or "Contractor" "City" "health check" on the IT environment in which A TMS resides and its system so that Cubic may complete the "health " City Attorney Approved Version 12/22/2023 Page 10 COVERAGE The following core and/or optional system software modules are covered (check appropriate modules): X ATMS -182 intersection licenses Transit Signal Priority (TSP) X SynchroGreen adaptive server (not including X Signal Performance Measures (SPM) intersection licenses)X StreetSync X SynchroGreen intersection license -0 Changeable Message Signs Connected Vehicle/TidalWave X BlueTOAD® Emergency Responder Disaster Recovery Module Web Interface UPS CCTV ATMS maintenance does not cover commercial off the shelf (COTS) software by third parties that may be required for correct system function, computer hardware, communications hardware or field equipment. Cubic will offer maintenance and support for third parties upon request from City for an additional charge. COVERAGE PERIOD Coverage begins immediately after the new ATMS system one-year warranty expires and/or the years. If City does not renew the service or pay the fees, software updates and prioritized support document. START DATE: 4/13/2024 DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C □ □ □ □ □ □ □ □ "Start Date" of this System Maintenance and Support Agreement and shall continue for three will end immediately on anniversary date of the "start date' in this © 1988-2015 ACORD CORPORATION. All rights reserved. DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 09/21/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: McGriff Insurance Services, LLC r..tJgNtio Ext\: 469-232-2100 I FAX 5080 Spectrum Dr., Suite 900E IAJC No\: Addison, TX 75001 E-MAIL ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# INSURER A :Continental Casualty Company 20443 INSURED INSURER B :Transportation Insurance Company 20494 Cubic ITS, Inc.; Trafficware Group, Inc. INSURER c :American Casualty Company of Reading, Pennsylvania 20427 522 Gillingham Drive INSURER D : Sugar Land, TX 77478 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:84MQQ8G REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN!SD WVD POLICY NUMBER IMM/DD/YYYY\ IMM/DD/YYYY\ LIMITS A X COMMERCIAL GENERAL LIABILITY 6075838847 10/01/2023 10/01/2024 EACH OCCURRENCE $ 1,000,000 >--□ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $ 1,000,000 >--MED EXP (Any one person) $ X PERSONAL & ADV INJURY $ 1,000,000 >-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 Fl □PRO-DLoc PRODUCTS • COMP/OP AGG $ 3,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY 6075780061 10/01/2023 10/01/2024 COMBINED SINGLE LIMIT 1,000,000 /Ea accident\ $ >--X ANY AUTO BODILY INJURY (Per person) $ >--OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY /Per accident\ $ >---$ A X UMBRELLA LIAB MOCCUR 5094621644 10/01/2023 10/01/2024 EACH OCCURRENCE $ 10,000,000 >--EXCESS LIAB CLAIMS-MADE X AGGREGATE $ 10,000,000 DED I I RETENTION $ $ A WORKERS COMPENSATION WC6072902292 -AZ,MA,OR,WI 10/01/2023 10/01 /2024 XI PER I IOTH- B AND EMPLOYERS" LIABILITY WC6072902177 -AOS STATUTE ER Y/N C ANY PROPRIETOR/PARTNER/EXECUTIVE ~ WC6072902258 -CA E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A X (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ 1,000,000 $ $ $ $ $ DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as Additional Insured-Designated Person or Organization on the General Liability and Umbrella Liability policy as respects the insured's ongoing operations or in connection with premises owned by or rented to the insured. A Waiver of Subrogation is provided as respects to Workers' Compensation. In the event of cancellation by the insurance companies, the policies have been endorsed to provide (30) days Notice of Cancellation (except for 10 days for non-payment of premium) to the certificate holder shown below. All where required by written contract subject to policy terms, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION ,et SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad, CA Attn: Rhonda Radford AUTHORIZED REPRESENTATIVE ,e ~ 8~(,'-4;,I <;e 1635 Faraday Ave. Carlsbad, CA 92008 Page 1 of 10 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees orContractors-with Products-CompletedOperations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A.in the performance of your ongoing operations subject to such written contract;or B.in the performance of your work subject to such written contract,but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1.the written contract requires you to provide the additional insured such coverage; and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition,10-93 edition,or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B.additional insured coverage with "arising out of" language; or C.additional insured coverage to the greatest extent permissible by law; then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of your work that is subject to such written contract. III.Subject always to the terms and conditions of this policy,including the limits of insurance, the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract;or B.a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury,property damage,or personal and advertising injury arising out of: A.the rendering of,or the failure to render, any professional architectural, engineering, or surveying services, including: 1.the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications;and 2.supervisory, inspection, architectural or engineering activities;or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Page 1 of 2 Policy No:Endorsement No: Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C iiiiiiii iiiiiiii -iiiiiiii - iiiiiiiiiiiiii CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard , and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of' language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Page 1 of 2 CONTINENTAL CASUALTY COMPANY Insured Name: CUBIC CORPORATION Page 2 of 10 Policy No: 6075838847 Endorsement No: Effective Date: 84AAQQ8G CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees orContractors-with Products-CompletedOperations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured,this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured; or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above,this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim,or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim;and 3.make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part.However, if the written contract requires this insurance to be primary and non-contributory,this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part,provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy;and B.was executed prior to: 1.the bodily injury or property damage;or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Page 2 of 2 Policy No: Endorsement No: Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following : Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged . This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Page 2 of 2 CONTINENTAL CASUALTY COMPANY Insured Name: CUBIC CORPORATION Page 3 of 10 Policy No: 6075838847 Endorsement No: Effective Date: 84AAQQ8G DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA CNA Paramount Excess and Umbrella Liability Policy II PARAMOUNT EXCESS AND UMBRELLA LIABILITY POLICY Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The "Insurer" refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. I. COVERAGES A. Coverage A -Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: 1. if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and 2. if the applicable underlying insurance is on a claims made basis, then only if: a. that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and b. the claim is first made during the policy period. B. Coverage B -Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: 1. that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or 2. because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: a. the bodily injury or property damage occurs during the policy period; b. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; Form No: CNA75504XX (03-2015) Policy Page: 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Coovriaht CNA All Riahts Reserved. Page 4 of 10 Policy No: CUE 5094621644 Policy Effective Date: - Policy Page: 84AAQQ8G DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA CNA Paramount Excess and Umbrella Liability Policy c. the personal and advertising injury is caused by an offense arising out of the Named lnsured's business; and d. the offense giving rise to personal and advertising injury was first committed during the policy period and in the coverage territory; Provided, however, that Coverage B -Umbrella Liability: i. does not apply to: (al any part of damages to which underlying insurance applies; or (bl any part of damages to which underlying insurance would have applied regardless of: ( 1 l the availability of underlying insurance; or (21 the exhaustion of the applicable underlying limits; (cl any defense costs related to damages as described in a. and b. above. ii. applies only if prior to the effective date of the policy period, no authorized insured: (al knew that such bodily injury or property damage had occurred, in whole or in part. If any authorized insured knew, prior to the policy period, that any such bodily injury or property damage had occurred, then any continuation, change or resumption of such bodily injury or property damage during or after the policy period will be deemed to have been known prior to the policy period; or (bl knew that any offense giving rise to personal and advertising injury had occurred, in whole or in part. Bodily injury or property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any authorized insured, includes any continuation, change or resumption of that bodily injury or property damage after the end of the policy period. An authorized insured will be deemed to know: 1. that such bodily injury or property damage occurred, at the earliest time when such authorized insured: a. reports the bodily injury or property damage to the Insurer or any other insurer; b. receives a claim arising out of the bodily injury or property damage; or c. becomes aware by any other means that the bodily injury or property damage has occurred or has begun to occur; 2. that such offense giving rise to personal and advertising injury occurred, on the date of the first utterance or dissemination or, if there is no utterance or dissemination, then on the first date of the activity giving rise to a claim. C. Coverage C -Crisis Management Expenses The Insurer will reimburse the Named Insured for crisis management expenses incurred by the Named Insured as a direct result of its response to a crisis management event that first occurs during the policy period, provided: 1 such crisis management event is reported to the Insurer as soon as reasonably practicable following the crisis management event, or within 72 hours after such crisis management event begins if such crisis management event is likely to give rise to bodily injury or property damage; Form No: CNA75504XX (03-2015) Policy Page: 2 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Coovriaht CNA All Riahts Reserved. Page 5 of 10 Policy No: CUE 5094621644 Policy Effective Date: -·-• ·- Policy Page: 84AAQQ8G DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA II Schedule of Underlying Insurance Underlying Insurer Policy Number Policy Period CNA Paramount Excess and Umbrella Liability Policy Declarations Note: Underlying Insurance Coverages l um;ts of Insurance I $1,000,000 1 -~- Continental Casualty Company 6075838847 10/01/2023 to 10/01/2024 Continental Casualty Company 6075780061 10/01/2023 to 10/01/2024 Transportation Insurance Company WC 6072902292 10/01/2023 to 10/01/2024 AZ, OR, MA,WI Form No: CNA75501XX (03-2015) Policy Declarations Page: General Liability Each Occurrence Limit Auto Liability Employers Liability General Aggregate Limit Per Location : yes Per Project : yes Products/ Completed Operations $3,000,000 Aggregate Limit $3,000,000 Personal and Advertising Injury Liability Limit $1,000,000 ALAE Outside Limits Combined Single Limit ALAE Bodily Injury by Accident-Each Accident Limit Bodily Injury by Disease -Policy $1,000,000 Outside Limits $1,000,000 Limit $1 ,000,000 Bodily Injury by Disease -Each Employee Limit $1,000,000 ALAE Outside Limits Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: CUE 5094621644 Policy Effective Date: 10/01/2023 Policy Page: e> Copyright CNA All Rights Reserved . Page 6 of 10 84AAQQ8G DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA Underlying Insurer Policy Number Policy Period Note: American Casualty Company of Reading, Pennsylvania WC 6072902177 10/01/2023 to 10/01/2024 AOS -No coverage when EL is unlimited CNA Paramount Excess and Umbrella Liability Policy Declarations Underlying Insurance Coverages Limits of Insurance Employers Liability Bodily Injury by Accident-Each Accident Limit $1,000,000 Bodily Injury by Disease -Policy Limit $1,000,000 Bodily Injury by Disease -Each Employee Limit ALAE $1,000,000 Outside Limits In any jurisdiction, state, or province where the amount of Employers Liability Insurance provided by the Underlying lnsurer(s) is by law "Unlimited", the underlying Employers Liability limit(sl shown in the above schedule do not apply and no coverage shall be provided for Employers Liability under this policy. Continental Insurance Company WC 6072902258 10/01/2023 to 10/01/2024 CA Employers Liability Bodily Injury by Accident-Each Accident Limit Bodily Injury by Disease -Policy $1,000,000 Limit $1,000,000 Bodily Injury by Disease -Each Employee Limit $1,000,000 ALAE Outside Limits In any jurisdiction, state, or province where the amount of Employers Liability Insurance provided by the Underlying lnsurer(s) is by law "Unlimited", the underlying Employers Liability limit(sl shown in the above schedule do not apply and no coverage shall be provided for Employers Liability under this policy. Continental Casualty Company 6075838847 10/01/2023 to 10/01/2024 Form No: CNA 75501 XX (03-2015) Policy Declarations Page : Employee Benefits Liability Each Employee Limit Aggregote Limit Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 e> Copyright CNA All Rights Reserved . Page 7 of 10 $1,000,000 $2,000,000 Policy No: CUE 5094621644 Policy Effective Date: 10/01/2023 Policy Page: 84AAQQ8G DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA Underlying Insurer Policy Number Policy Period Note: Transportation Insurance Company 6072728322 10/01/2023 to 10/01/2024 ND,OH,WA, WY Continental Insurance Company WP 31 139 8691 10/01/2023 to 10/01/2024 Continental Insurance Company WP311398691 10/01/2023 to 10/01/2024 Form No: CNA 75501 XX (03-2015) Policy Declarations Page: CNA Paramount Excess and Umbrella Liability Policy Declarations Underlying Insurance Coverages Limits of Insurance Stop Gap Liability Foreign General Liability Bodily Injury by Accident-Each Accident Limit Bodily Injury by Disease -Policy $1,000,000 Limit $1,000,000 Bodily Injury by Disease -Each Employee Limit $1,000,000 Each Occurrence Limit USO ($)3,000,000 General Aggregate Limit USO ($)3,000,000 Products/ Completed Operations Aggregate Limit USO ($)3,000,000 Personal and Advertising Injury Liability Limit USO ($)3,000,000 ALAE Outside Limits Foreign Auto Liability Combined Single Limit USO ($)2,000,000 ALAE Outside Limits l Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: CUE 5094621644 Policy Effective Date: 10/01/2023 Policy Page: e> Copyright CNA All Rights Reserved . Page 8 of 10 84AAQQ8G DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA Underlying Insurer Policy Number Policy Period Note: Continental Insurance Company WP 58 253 1228 10/01/2023 to 10/01/2024 Continental Insurance Company DBA 6072638202 10/01/2023 to 10/01/2024 Continental Insurance Company WP 31 139 8691 10/01/2023 to 10/01/2024 Underlying Insurance CNA Paramount Excess and Umbrella Liability Policy Declarations Coverages Foreign Auto Liability Combined Single Limit limits of Insurance USO ($)1,000,000 Foreign Employers Liability Foreign Employers Liability ALAE Bodily Injury by Accident-Each Accident Limit Bodily Injury by Disease -Policy Outside Limits USD ($)2,000,000 Limit USO ($)2,000,000 Bodily Injury by Disease -Each Employee Limit ALAE Bodily Injury by Accident-Each USO ($)2,000,000 Outside Limits Accident Limit USO ($)2,000,000 Bodily Injury by Disease -Policy Limit USO ($)2,000,000 Bodily Injury by Disease -Each Employee Limit ALAE l USO ($)2,000,000 Outside Limits Form No: CNA75501XX (03-2015) Policy No: CUE 5094621644 Policy Declarations Page : Policy Effective Date: 10/01/2023 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: e> Copyright CNA All Rights Reserved . Page 9 of 10 84AAQQ8G DocuSign Envelope ID: F7717D52-B3E0-4620-BE7F-EB9DA802E37C CNA CNA Paramount Excess and Umbrella Liability Policy Declarations Underlying Insurer Policy Number Policy Period Note: Continental Insurance Company WP 31 139 8691 10/01/2023 to 10/01/2024 Underlying Insurance Foreign Employee Benefits Liability Coverages Each Employee Limit Aggregate Limit i Forms and Endorsements Attached to this Policy See SCHEDULE OF FORMS AND ENDORSEMENTS Premium Minimum Earned Premium Total Premium Premium includes the following amount for Certified Acts of I Terrorism Coverage I Notices Notice to insurer Form No: CNA 75501 XX (03-2015) Policy Declarations Page: Address: Fax#: Email Address: CNA Claims Reporting P.O. Box 8317 Chicago, IL 60680-8317 800-446-8632 H PReports@CNA.com Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 e> Copyright CNA All Rights Reserved . Page 10 of 10 Limits of Insurance USD ($)3,000,000 USD ($)3,000,000 Policy No: CUE 5094621644 Policy Effective Date: 10/01/2023 Policy Page: 84AAQQ8G I