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Signed Contract_2022 American Cruise Lines Inc. Executed Docking AgreementCity of Dubuque City Council Meeting Consent Items # 021. Copyrighted June 20, 2022 ITEM TITLE: Signed Contracts SUMMARY: 2022 American Cruise Lines Inc. Executed Docking Agreements, 2022 American Celebration Bell Executed Docking Agreements SUGGESTED Suggested Disposition: Receive and File DISPOSITION: ATTACHMENTS: Description Type 22 06 15 Docking Agreements American Celebration Supporting Documentation Bell Executed 22_06_15 Docking Agreements American Cruise Lines Supporting Documentation I nc Executed CITY OF DUBUQUE, IOWA 2022 DOCKING AGREEMENT OWNER CUSTOMER NAME City of Dubuque ADDRESS 50 W. 13"" Street NAME American Cruise Lines ADDRESS CITY, ST, ZIP Dubuque, Iowa 52001 741 Boston Post Road Suite 200 CONTACT Dan Kroger CITY, ST, ZIP Guilford, CT 06437 TELEPHONE ; (56.3) 589-4310 CONTACT Frank Klipsch FACSIMILE (563) 589-4391 TELEPHONE (203) 453-6800 ext. 232 E-MAIL : dkroaer5cityofdubugue org FACSIMILE (202) 453-0417 E-MAIL : frank. kli sch americancruiselines.com FACILITY RATES/CHARGES Port of Dubuque — American Trust River's Edge No cash charge. The parties -hereto agree that sole Plaza consideration shall be the economic benefit to the community surrounding the Facility derived from the passengers' visit to such community. DESCRIPTION/PURPOSE OF ACCESS/USE The Facility will be utilized to embark and disembark passengers, to receive supplies and fuel aboard the boat, to off-load trash for proper shore side disposal, to perform maintenance work of a minor nature, and other such activities that are consistent with the operation of an up -scale overnight excursion vessel. 1. Basic Agreement: In consideration of the Rates/Charges referenced in the relevant box above, Owner hereby grants to Customer access to and the use of the Facility defined above, for the purposes described above, The grant of access herein is on a first -come first served basis and does not constitute a guarantee that the Facility will be available to the Customer at any particular time. Customer is encouraged to coordinate its use of the Facility with other users. Owner acknowledges Customer's Notice of Docking Dates, attached hereto as Exhibit A. In the event that Customer's Docking Dates change from dates provided in Exhibit A, Customer must notify Owner in writing of such changed dates no later than thirty (30) days from Customer's receipt of notice of changed Docking Dates. If such thirty (30) day notice cannot be provided, Customer must notify Owner of changed Docking Dates as soon as possible, 2. Safety and Notifications: Customer shall be responsible for ensuring that its employees, contractors and invitees comply with applicable laws and obey any written safety rules provided by Owner. Customer shall not intentionally interfere with other operations or create any danger or safety hazard at the Facility. Customer shall notify Owner if it believes there are any safety or suitability problems, and in such an event the parties agree to fully cooperate and resolve the same to their mutual satisfaction. Formal Notices shall be addressed to the Contact defined above for each of the parties and may be given by e- mail, facsimile, or by mail. Notices will be deemed to have been received upon the production of a relevant receipt document. 3. Liability and Indemnity: Each party agrees to be responsible for, and indemnify and hold harmless the other of and from (including legal fees and costs), any loss, damage, expense, claim, liability, suit, fine and/or penalty applicable to (i) such party's employees, contractors, invitees and guests, and (ii) the owned, leased or chartered vessels, equipment or other personal property of such party and/or its employees, contractors, invitees and guests, howsoever caused and regardless of fault, which in any way arises out of N or relates to the Facility or Customer's access thereto and/or use thereof. Each party agrees to waive any immunity from suit and/or exclusivity of remedy pursuant to any workers compensation act or similar law in furtherance of the foregoing indemnity for employee injury claims. For purposes hereof, any passenger of Customer shall be deemed Customer's invitee/guest but only while aboard Customer's vessel, and/or while embarking or disembarking Customer's vessel on Customer -provided equipment. With respect to all other matters, each party agrees to be responsible for, and indemnify and hold harmless the other of and from (including legal fees and costs), all loss, damage, expense, claim, liability and/or suit to the extent caused by its negligence or other legal fault. 4. Insurance: Customer.shall maintain during the Term of this Agreement insurance as provided in the attached Insurance Schedule. Owner shall maintain during the Term of this Agreement Owner's membership in the Iowa Communities Assurance fool or obtain general liability insurance with equivalent coverage. The parties shall exchange insurance certificates evidencing all of the foregoing insurances and conditions upon execution of this Agreement and from time to time thereafter, as may be requested. Should a party fail to maintain (or cause to be maintained) an insurance as required, if an insurance fails for any reason (including without limitation due to breach of condition or warranty), and/or if an insurer refuses and/or is unable to pay, the party required to maintain such insurance above shall be deemed a self -insurer thereof, accept and pay all claims which would have otherwise been submitted, and indemnify and hold harmless the other of and from (including legal fees and costs) any loss, damage, expense, claim, liability, suit, fine and/or penalty resulting from such failure. 5. Utilities: If any utilities are available at the Facility and Customer elects to connect to and/or utilize such utilities during its visit, Customer agrees to be responsible for and to pay any and all connection and/or usage charges. 6. Refuse and Garbage Removal. Customer shall not store any refuse or garbage at the Facility for any length of time and shall make arrangements for the prompt removal of refuse and garbage from the Facility. If Customer fails to promptly remove refuse and garbage from the Facility, Owner reserves the right to prohibit removal of refuse and garbage upon Customer's docking at the Facility. 7. Term of Agreement:. This Agreement shall commence upon its date of execution, shall have a term of one year. 8. Governing Law. This Agreement shall be governed by the general maritime law of the United States or, if no general maritime rule of law applies, then by the laws of the state of Iowa. g. Default. If Customer fails to comply with any of the provisions of this Agreement within seven (7) days after notice of noncompliance from Owner, Owner may terminate this Agreement. 10. Entire Agreement. This Agreement may be executed in counterparts and/or by electronic exchange of signatures, with all such counterparts deemed the same single agreement and signatures exchanged by electronic means deemed equivalent to original signatures. This constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, written and oral. This Agreement shall not be modified except through a writing signed by both parties. 2 Dated this day ofr� 2ca 2 Owner AAJ44 klo� Aut orized Signature Michael C. Van Milligen, City Manager Printed Name and Title Customer Authorized ignature Printed Name and Title City of Dubuque Insurance Requirements for Pollution Haulers INSURANCE SCHEDULE N shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to commencing work and at the end of the project if the term of work is longer than 60 days. Haulers presenting annual certificates shall present a certificate at the end of each project with the final billing. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Department of Insurance or an equivalent approved by the Director of Finance and Budget. Each certificate shall include a statement under Description of Operations as to why issued. Eg: Project # or construction of 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide, 3. Each certificate shall be delivered to the Finance Department of the City of Dubuque. 4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 5. Hauler shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurances from all such subcontractors and sub -subcontractors. Hauler agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverages. The City may request a copy of such certificates from the Hauler. 6. All required endorsements to various policies shall be attached to certificate of insurance. 7. Whenever a specific ISO form is listed, an equivalent form may be substituted subject to the approval of the Director of Finance and Budget and subject to the Hauler identifying and listing in writing all deviations and exclusions that differ from the ISO form. 8. Hauler shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. If Hauler's limits of liability are higher than the required minimum limits then the provider's limits shall be this Agreement's required limits. 9. Whenever an ISO form is referenced the current edition of the form must be used. 10. Hauler shall be responsible for deductibles and self -insured retention for payment of all policy premiums and other cost associated with the insurance policies required below. 11. All certificates of insurance must include agents name, phone number, and email address. 12. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by this Schedule at any time. 13. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the risk or other special circumstances during the term of the agreement, subject to mutual agreement of the parties. Page 1 of 4 Schedule N Pollution Haulers April 2021 A) B) C) City of Dubuque Insurance Requirements for Pollution Haulers INSURANCE SCHEDULE N (continued) Exhibit I COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit (any one occurrence) $50,000 Medical Payments $5,000 1) The general liability coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02. Coverage shall be written on an occurrence, not claims made, form. All deviations from the standard ISO commercial general liability form CG 00 01, or Business owners form BP 00 02, shall be clearly identified. 2) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit" or CG 25 03 "Designated Construction Project (s) General Aggregate Limit" as appropriate. 3) Include endorsement indicating that coverage is primary and non-contributory. 4) Include Preservation of Governmental Immunities endorsement. (Sample attached). 5) Policy shall include Wavier of Right to Recover from Others endorsement 6) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 26. AUTOMOBILE LIABILITY Combined Single Limit $1,000,000 Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's business does not own any vehicles, coverage is required on non -owned and hired vehicles. 1) Policy shall include Waiver of Right to Recover from Others endorsement. POLLUTION LIABILITY (Including transit) FUEL HAULERS (Diesel, Gas, Oil): General Aggregate Limit $4,000,000 Each Occurrence limit $2,000,000 WASTE HAULERS (Sewage, High Strength By Products) General Aggregate Limit $1,000,000 Each Occurrence limit $1,000,000 1) Policy shall include an additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. 2) Provide evidence of coverage for 5 years after completion of project. 3) Include Preservation of Governmental Immunities Endorsement. (Sample attached). Page 2 of 4 Schedule N Pollution Haulers April 2021 City of Dubuque Insurance Requirements for Pollution Haulers INSURANCE SCHEDULE N (continued) D) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85. Coverage A Statutory —State of Iowa Coverage B Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. OR If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers' Compensation Insurance, the Contractor shall have a copy of the State's Nonelection of Workers' Compensation or Employers' Liability Coverage form on file with the Iowa Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached. E) UMBRELLA/EXCESS LIABILITY $1,000,000 The General Liability, Automobile Liability and Workers Compensation Insurance requirements may be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall include the same endorsements as required of the primary policies including Waiver of Subrogation and Primary and Non-contributory in favor of the City. Page 3 of 4 Schedule N Pollution Haulers April 2021 City of Dubuque Insurance Requirements for Pollution Haulers Please be aware that naming the City of Dubuque as an additional insured as is required by this Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent form. PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN (DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) Page 4 of 4 Schedule N Pollution Haulers April 2021 ACORDI CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 02/08/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Dee Godlewski NAME: Brown & Brown of Connecticut, Inc. PHONE FAX A/C No Ext : A/C, No): 55 Capital Boulevard, Ste 102 E-MAIL Dee. Godlewski@bbrown.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Rocky Hill CT 06067 INSURER A : Travelers Property Casualty Company of America 25674 INSURED INSURER B : The Travelers Indemnity Company 25658 American Cruise Lines, Inc. INSURER C : Lloyd's 741 Boston Post Rd. Ste.200 INSURER D : Manufacturers Alliance Insurance Company 36897 INSURER E : Guilford CT 06437 INSURER F : COVERAGES CERTIFICATE NUMBER: CL2212902983 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 LTR TYPE OF INSURANCE ADULSUBR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR EACH OCCURRENCE $ 1,000,000 DAMAGE T RENTED PREMISES Ea occurrence 100,000 $ X MED EXP (Any one person) $ 10,000 Marine General Liability PERSONAL &ADV INJURY $ 1,000,000 A ZOL-15P40509-22-ND 01/31/2022 01/31/2023 GEN'LAGGREGATE LIMITAPPLIES PER: X POLICY DPRO ❑ JECT LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG 2,000,000 $ OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ X ANYAUTO B OWNED SCHEDULED AUTOS ONLY AUTOS BA-2N431565-22-43-G 01/31/2022 01/31/2023 BODILY INJURY(Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UM/UIM $ 1,000,000 X UMBRELLA LIAB 110,000,000 X OCCUR EACH OCCURRENCE $ C X EXCESS�LIIAB CLAIMS -MADE B0621MAMER003421 08/01/2021 08/01/2022 AGGREGATE $ 10,000,000 DED /� RETENTION $ 10,000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 202105-10-17-90-4Y 08/01/2021 O$/01/2022 PER OTH- X STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 Ocean Marine P&I Limit- Each Vessel $5,000,000 A ZOH-15P40466-22-ND 01/31/2022 01/31/2023 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: American Melody The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers are additional insureds. Waiver of subrogation applies CANCtLLAI IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Dubuque ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Finance Department 50 W 13th St AUTHORIZED REPRESENTATIVE ��RR __ ••.. ,, Dubuque IA 52001 U►4�+`� @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY CHANGE ENDORSEMENT - FOR CERTAIN TYPES OF CHANGES ONLY This endorsement summarizes certain changes to your policy. All other terms of your policy not affected by these changes remain the same. How Your Policy Is Changed The following item(s): ❑ insured's Name ® insured's Mailing Address ❑ Policy Number Company ❑ Effective/Expiration Date [] Insured's Legal Status/ Bus, of Insured ❑ Payment Plan ❑ Premium Determination ❑ Additional Interested Parties ® Coverage Forms and Endorsements ❑ Limits/Exposures ❑ Deductibles ❑ Covered Property/Location Description ❑ Classification/Class Codes ❑ Rates ❑ Underlying Insurance Is (are) changed to read: (See also back page and additional page(s) if applicable) CGD247 Scheduled Additional Insured (Includes Product -Completed Operations It Required By Contract) has been added to this policy as attached, CGD664 Transfer Of Rights Of Recovery Against Others To Us has been added. Premium Change Which Is Due Now ® No change ❑ To be adjusted at audit Additional premium Returned premium If Issued after the date your policy Policy issued to: begins, these spaces must be American Cruise Sines, Inc, completed and our representative must sign below. Authorized representative Endorsement takes effect: 02/14/22 Policy number: Z0L-15P40509--22-ND Processing date: 02/25/22 00:00 002 D0061 Ed. 11-98 Policy Change Endorsement © 1998 The Travelers Indemnity Company. All rights reserved. Page l DO061 Ed. 11-98 Page 2 o 1998 The Travelers Indemnity Company. All rights reserved. POLICY NUMBER: ZOL-15P40509-22-ND COMMERCIAL GENERAL LIABILITY ISSUE DATE: 02/25/22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE® ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE: PART SCHEDULE OF ADDITIONAL INSUREDS AND COVERED OPERATIONS NAME OF PERSON OR ORGANIZATION: City of Dubuque Attn: Finance Department 50 W 1.3th St Dubuque TA 52001 PROJECT/LOCATION OF COVERED OPERATIONS: Any project or location for which you have agreed in a written contract to include as an additional insured on this Coverage Part the person or organization described in the "Name Of Person Or Organization" section of this Schedule. PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization shown in the Schedule Of Additional Insureds And Covered Operations that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily Injury" or "property damage" that occurs, or for "personal Injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" on or for the project, or at the location, shown In the Schedule Of Additional Insureds And Covered Operations, to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. if the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: CG D2 47 0419 0 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory,- inspection, architectural or engineering activities. (2) Any "bodily injury' or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written ontract or agreement specifically requirescyou to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: (a) Immediately record the specifics of the claim or "suit" and the date received; and. (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional Insured is primary to other Insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV— Commercial General Liability Conditions. Page 2 of 2 0 2018 The Travelers indemnity Company. All rights reserved. CG D2 47 0419 COMMERCIAL. GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following replaces Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: 8. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. Except as provided In Paragraph b. below, the insured must do nothing to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. We will apply any amounts recovered in enforcing those rights of recovery in the following order: If any amounts are recovered in enforcing those rights of recovery, reasonable expenses incurred in enforcing such rights will be shared among all persons or organizations receiving amounts recovered. Each such person's or organization's share of those expenses will be based on the ratio of Its amount recovered to the total amount recovered by all such persons or organizations in enforcing such rights. We will deduct each such person's or organization's share of those expenses from any amount we pay to such person or organization. If there is no recovery as a result of proceedings instituted solely at our request, we will bear all expenses of such proceedings. (1) First, we will reimburse any person or b. If the insured has agreed in a contract or organization (including us or the insured) agreement to waive that insured's right of any amount such person or organization recovery against any person or organization, has paid In excess of the Limits of we waive our right of recovery against such Insurance shown in the Commercial person or organization, but only for payments General Liability Declarations. we make because of: (2) Next, if there Is any amount remaining, we will retain an amount equal to the amount we have paid under this insurance in connection with the claim or "suit". (3) Then, if there is any amount remaining, we will pay that amount to the insured, including any amounts within any deductible or self -insured retention applicable to this insurance. (1) "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or (2) "Personal injury" or "advertising injury" caused by an offence that is committed; subsequent to the execution of the contract or agreement. CG D6 64 10 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services office, Inc. with Its permission.