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Home My WebLink AboutResolution - 2018-R0347 - Purchase For LP&L, City's Electric Utility And Property Insurance Cov - 09/27/2018Resolution No. 2018-RO347 Item No. 6.29 September 27, 2018 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Manager of the City of Lubbock is hereby authorized and directed to purchase for and on behalf of Lubbock Power and Light, the City's municipal electric utility, property insurance coverage to include boiler and machinery with the insurers listed in the attachment and pursuant to the terms and conditions stated therein, for which the premium amount shall not exceed a rate of .1096 per $100,00, said attachment is incorporated hereto as if fully set forth herein: and THAT the City Manager may execute any routine documents and forms associated with said insurance coverage. Passed by the City Council this September 27, 2018 DANIEL M. POPE, MAYOR ATTEST: Reb ca Garza, City Secre APPROV PAS TO CONTENT: Leisa Hutcheson, Director of Human Resources and Risk Management APPROVED AS TO FORM: r _ V J Hartsell, Deputy City Ynomey ,//RRS.Risk Mgmt-LP&L Property Iris. 11 September 11, 2018 Commercial Property — Lubbock Power & Light Lubbock Power & Light, the City of Lubbock's municipally owned electric utility Policy Year 2019.2019 Descrl lion Values- Rates Premium Surplus Lines Tax & Fee Property Damageincludin& Business Interru ti $419,758,616 50.0906 $380,502 $19,025 Standalone Terrorism Po $419 758 6111 $0.0042 $17,496 $675 Loss ControlServlces Services provided IYY AEGIS $0,653 so Placement Service Fee Sarvims provided by Worthsm $40,000 $2.00G APPA Marketing fee A0 Loss Control Services (Premium Credit) Carriers reimburse up to 2,5%of premium $g,658} $o Annual Property Pre mlum Indudlne: Taxes Fees/Addltlonat Services Terrorism $A59,997 All InProperty Ra te Per 5 100 1 nsured 50.1096 Carriers London: pomestic: Scar (UK) AEGIS Hardy (Associate Electric and Gas Mitsui Ins urance Services Limited) Amlin Sta rs to n e Hanover Comments Policy Limit • RrnotesAnn vat Aggregate $369,523,507 Earth Movement" $2501000,000 Earth Movement Hi gh Hazard $2%000,000 Flood' $250,000,000 Flood Zone A or V (High Hazard)' $30,000,000 Named Windstorm (High Hazard)' $100,000,000 Newly Acqulred Property $50,000,000 Property In the Course of Construction $25,000,000 Personal Property $10,00D,000 Including whilstlemporarily Off Premises Valuable Pa pers and Records SS 000000 Arrounts Receivable $10 000 000 Debris Rem oval $ 2 5,000.000 The Greaterof 25%of Adjusted Direct Property Lc .. o r S 5 000 000 Fire & Police Department Charges & Extinguishinz Cost $2,000,000 Expediting Expense 5000000 Property in Transit $15000000 In ress E ress and Prohibited Access 30 DaVs Lfmitedlo 1 mile of the plant Civil or Military Authority 30 ❑a Vs Limited to 1 mfle of the plant Contaminants and Pollutants 55,000,000 demolition and inCost $25,000,000 or 116% ofihe declaredcreased values, whichever is less Errors and Omissions $10,000,00o Miscellaneous Unnamed Locations $10000 000 Impounded Water 30 Days Fine Arts $5.000,000 Rental Transformers & Spare Equipment 10 oo0 uoo Claims Preparation Casts $5o0 000 Recovery ofSalva e $5,000,000 Pair & Set $10 000 o00 Electronic Data Processirut Media Valuation $25MQ.000 Extra Expense S10,000,000 Contin ent Extra Ex ense 1 100 00o Conti n entBusinessInterruption $1,100,000 Rental & Leased E ul ment $5,000.00o Business Interruption $6 500 000 StandaIone Terrorism Pal icy $100,000,000 (0 OHerita a-RA1 158 YAV Deductible • Par Occurrence Property Damaee Non -genera ting/Transmiss Ian locations Steam Turbine Generators including Machinery Breakdown Comhustion Turbine Generators including Machinery Breakdown Cooke p2 543MW Turbine or Generator including Machinery Breakdown MassengaIeNO 43MW Turbine or Generator inlcuding Marhinery Breakdown Transit Electronic Data Processing Equipment Contractor's Equipment Flood (High Hazard) Named Windstorm Earth Movement{High Hazard) Transformers Standalone Terrorism Policy Time Element Business Interruption ,Contingent Business Interruption $100 060 $100,000 5250 000 $250 000 $100,00D $350 000 $50,000 $10 000 Slum 2.50% sub'ectto minimum of $500 000 and maximumoF 5 000000 230% suh-ectto minimum of lo0 0oo 2.00% sub'ectto minimumof5100000 $1.50KVA, sub ectto a minimum of $25,000 $25,000 30 Days Waiting Period 30 Days Waiting Period !" MARSH f NVortham OrHeriia a -Tim 159 .PERIL All risk includrng earthquake & flood Lubbock Carrier Layer AEGIS Primary - 50% Limit $ 184,761,754 Syndicate Participation of 00 Associated Electric & Gas Insurance Services Limited - 41.25% Axis Surplus Insurance Company - 5.85% Ren Re Synd. 1458 - 2.90% All risk excluding earthquake & Flood SCOR UK Company Limited Remaining - 50% $ 184,761,753 SCOR UK Company Limited - Slip Leader Syndicate 1221 Navigators - 13.95% I me r Han nover - 6.98% Syndicate 2001 - MS Amlin - 6.99% Syndicate 1200 - Argo - 4.64% Syndicate 1301 Starstone 3.48% Arch Ins Co (Europe) Ltd - 133% Syndicate 1696 - Axis - 233% Ironshore Bermuda 6.98% Helvetia - 2.33% $ 369,523,507 Total Insured Value &AEGIS September 14, 2018 INSURED Property Insurance Proposal Lubbock Power & Light 1301 Broadway St Lubbock, TX 79401-3227 PROPOSAL NUMBER: P05718102M UMR: B 135716217N 16 PROGRAM NAME: Lubbock BROKER: John L. Wortham & Son, L.P. Houston, TX POLICY PERIOD: October 1, 2018 to October 1, 2019 INSURANCE COMPANY: ASSOCIATED ELECTRIC & GAS INSURANCE SERVICES LIMITED, HAMILTON BERMUDA and any other insurers on the Schedule of Insurers. POLICY FORM: AEGIS Standard TERRITORY: This policy covers within the fifty states comprising the United States of America and the District of Columbia. COVERAGES: Direct physical lass or damage, from any cause not specifically excluded. If limits are proposed and accepted the policy will include: Property Damage, Extra Expense, Business Interruption and Machinery Breakdown, lasses arising from Terrorism, Earth Movement, Named Windstorm, Storm Surge, Flooding and other coverages as more fully described in the policy. LIMITS OF LIABILITY: Primary %1 R4 7R1 7.r,4 ran nno/ 1 nart of 1,;-IRA -g;n7 arr^Qec of Hind iirtihlac ssociated Electric & Gas Insurance Services Limited 41.25% xis Surplus Insurance Company 5.85% Ren Re S nd. 1458 2.90% No subscribing insurer will pay more than its share of the above limit(s) in any one occurrence. In addition, no subscribing insurer will be liable for more than its share of the sublimits below which are part of and not in addition to the Limits of Liability. COVERAGEISUBLIMITS: rnvaranP Sishlimit Earth Movement $250,000.000 Per Occurrence and in the Annual Aggregate Flood $250,000,000 Per Occurrence and in the Annual Aggregate QL02 (04/2018) 003348 Page 1 of 6 021)18 ASSOCIATED ELECTRIC & GAS INSURANCE SERVICES LIMITED (AEGIS) AEGIS and the AEGIS Logo are the Registered Service Marks ofAEGIS in the U.S., U. K. E.U., Bermuda, Canada AND New Zealand PRINT - 09/14/2018 1041-20 Property Insurance Proposal overage Sublimit DEDUCTIBLES: Property Damage $1 04,440 Per Occurrence Named Windstorm $250,400,000 Per Occurrence and in the Annual Aggregate Flood Zane A or V (High Hazard) $30,004,000 Per Occurrence and in the Annual Aggregate High Hazard Earth Movement $24,400,400 Per Occurrence and in the Annual Aggregate Named Windstorm (High Hazard) $144,440,040 Per Occurrence and in the Annual Aggregate Newly Acquired Property $54,000,000 Per Occurrence Property in the Course of Construction $25,400,000 Per Occurrence Personal Property $10,000,000 Per Occurrence including whilst temporarily Off Premises Valuable Papers $5,404,040 Per Occurrence Accounts Receivable $10,400,400 Per Occurrence Debris Removal $25,444,044 Per Occurrence or 25°/° of loss, whichever is greater Fire 8� Police Department Charges & Extinguishing Cost $2,044,400 Per Occurrence Expediting Costs $5,000,004 Per Occurrence Property in Transit $15,444,404 Per Occurrence Ingress/Egress and Prohibited Access 34 Days Per Occurrence limited to 1 mile of the plant Civil or Military Authority 34 Days Per Occurrence limited to 1 mile of the plant Contaminants &Pollutants $5,044,444 Per Occurrence Demolition and Increased COC $25,404,444 Per Occurrence or 115°Io of the declared values, whichever is less Errors &Omissions $1 Q,40Q,44Q Per Occurrence Misc Unnamed Locations $10,404,440 Per Occurrence Impounded Water 30 Days Per Occurrence Fine Arts $5,000,000 Per Occurrence Rental Transformers 8� Spare Equipment $14,000,440 Per Occurrence Claims Preparation Costs $540,004 Per Occurrence Recoveray of Salvage $5,000,000 Per Occurrence Pair 8� Set $10,400,040 Per Occurrence Electronic Data Processing Media Valuation $25,000,000 Per Occurrence Extra Expense $5,400,000 Per Occurrence Contingent B1 $1,1 Q0,444 Per Occurrence Rental 8� Leased Equipment $5,000,400 Per Occurrence Business Interruption $6,544,000 Per Occurrence QL02 (04/2018) 003348 Page 2 of 8 PRINT - 0911412018 14:41:20 Property Insurance Proposal Property Damage $100,000 Per Occurrence Non-generating/Transmission locations Property Damage $250,000 Per Occurrence Steam Turbine Generators Property Damage $250,000 Per Occurrence Combustion Turbine Generators Property Damage $300,000 Per Occurrence in respect of Cooke #2 54.3 MW Turbine or Generator including Machinery Breakdown Property Damage $350,000 Per Occurrence in respect of Massengale #8 43MW Turbine or Generator including Machinery Breakdown Transit $50,000 Per Occurrence Electronic Data Processing Equipment $10,000 Per Occurrence Software and Hardware Contractor's Equipment $10,000 Per Occurrence High Hazard Flood 2.50 Percent Per Occurrence Minimum of $500,000 Maximum of $5,000,000 Named Windstorm 2.50 Percent Per Occurrence Minimum of $100,000 High Hazard Earth Movement 2.00 Percent Per Occurrence Minimum of $100,000 Transformers $1.50/KVA Per Occurrence Minimum of $25,000 $1.50 per KVA Business Interruption 30 Day Per Occurrence Contingent BI 24 Hour Per Occurrence Property Damage and Time Element deductibles apply separately to each loss. Should more than one Property Damage deductible apply to a loss, only the largest applicable Property Damage deductible will apply. Should more than one Time Element deductible apply to a loss, only the largest applicable Time Element deductible will apply. VALUATION: Based on Repair or Replacement CO-INSURANCE: None CANCELLATION: 60 days notice of cancellation except 10 days for non-payment of premium. TOTAL INSURED VALUE: $369,523,507 as reported to the company an August 22, 2018 POLICY PREMIUM: Primary: $189,196 (50% AEGIS participation) part of $378,392 The premium proposed is the amount due net to the participating insurers. The premium may be subject to state and/or local taxes that are your responsibility or the responsibility of your broker to report and pay. Premium will be distributed to the participating insurers based on their participation in the Limits of Liability. CONSORTIUM TERRORISM PREMIUM: Excluded DEDUCTIONS: ❑L02 (0412018) 003348 Primary: Nil Page 3 of 6 PRINT - 09/14/2018 10:41:20 Property Insurance Proposal PREMIUM DUE DATE: 30 days after binding. QUOTE EXPIRATION DATE: October 1, 2018 ENGINEERING FEE REIMBURSEMENT: Each participating insurer agrees to reimburse the insured for the insured's cost for engineering loss control services, not including jurisdictional inspections, in an amount not to exceed the lesser of: (a) the participating insurer's percentage share of the interests and liabllities herein multiplied by insured's cost for engineering loss control services; and (b) 2.50% ($4,730) of the initial gross written premium due the participating insurer for the term of the Policy. CONDITIONS: Premium net of state and local surplus taxes. AEGIS Loss Control to complete engineering service for an additional fee. Service Contract will be provided at binding for review, signature and return. TERMS AND CONDITIONS: • AEGIS Membership and Voting Rights Endorsement ■ SANCTION EXCLUSION ■ AEGIS Service of Suit Clause ■ Total Terrorism Exclusion ATTACHMENTS: L222 (05/2013) AEGIS Membership and Voting Rights Endorsement L269 (04/2018) SANCTION EXCLUSION L231 (0512013) AEGIS Service of Suit Clause L210 (0512013) Total Terrorism Exclusion The liability of an insurer under this contract is several and not joint with other insurers party to this contract. An insurer is liable only for the proportion of liability it has underwritten. An insurer is not jointly liable for the proportion of liability underwritten by any other insurer; nor is an insurer otherwlse responsible for any liability of any other insurer that may underwrite this contract. The proportion of liability under this contract underwritten by an insurer (or, in the case of a Lloyd's syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown in this contract. QL02 (04/2018) 003348 Page 4 of B PRINT - 09/1012018 10:41:20 Property Insurance Proposal SCHEDULE OF INSURERS Associated Electric & Gas Insurance Services Limited By: AEGIS Insurance Services, Inc. as agent under an Insurance Services Agreement effective September 27, 2007 By September 14, 2018 Authorized Signature Date Name: Justen Byrne Title: Vice President AEGIS Insurance Services, Inc. 1 Meadowlands Plaza East Rutherford, NJ 07073 RenaissanceRe Syndicate 1458 at Lloyd's By: AEGIS Insurance Services, Inc. as agent under Binding Authority B135716217N18 By September 14, 2018 Authorized Signature Date Name: Justen Byrne Title: Vice President AEGIS Insurance Services, Inc. 1 Meadowlands Plaza East Rutherford, NJ 07073 Axis Surplus Insurance Company By: AEGIS Insurance Services, Inc. as agent under an Insurance Underwriting and Claims Management Agreement dated the June 1, 2017 By September 14, 2018 Authorized Signature Date Name: Justen Byrne Title: Vice President AEGIS Insurance Services, Inc. 1 Meadowlands Plaza East Rutherford, NJ 07073 ❑L02 (04/201 B) 003348 Page 5 of 6 PRINT - 09/14/2018 10:41:20 Property Insurance Proposal POLICY NOTICES: The INSURE❑ shall make any notice required or permitted to the COMPANY: if with respect to underwriting to: Underwriting Division AEGIS Insurance Services, Inc. 1 Meadowlands Plaza East Rutherford, NJ 07073 if with respect to a claim tc: Claims Division AEGIS Insurance Services, Inc. 1 Meadowlands Plaza East Rutherford, NJ 07073 or if with respect to a customer complaint to: Member Relations AEGIS Insurance Services, Inc. 1 Meadowlands Plaza East Rutherford, NJ 07073 The INSURED shall make all required premium payments in accordance with the COMPANY'S invoice. ❑L02 (04/2018) 003348 Page 6 of 6 PRINT - 09/14/2018 1041:20 MEMBERSHIP AND VOTING RIGHTS ENDORSEMENT This POLICY does not entitle the INSURED to be a member in the INSURER. This POLICY does not entitle the INSURED to a vote on any matter submitted to the members of the INSURER. L222 AEGIS Manuscript (05/2013) Page 1 of 1 SANCTION EXCLUSION 2018 This Policy does not insure against; specifically excludes, and the COMPANY shall not be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim, or provision of such benefit is prohibited or restricted or would expose the COMPANY to any sanction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America, including, but not limited to sanctions, laws and regulations administered and enforced by the United States Treasury Department's Office of Foreign Assets Control ("OFAC") (collectively "Economic Sanctions"); If the policy is determined by the COMPANY to be a blocked or frozen contract under any Economic Sanction no payments, including, but not limited to, claims, premium refunds, or member related credits will be made by the COMPANY without written authorization from each applicable regulatory body. L269 AEGIS Manuscript (04/2018) Page 1 of 1 SERVICE OF SUIT "INSURERY'Company" as referred to in this POLICY shall mean Associated Electric & Gas Insurance Services Limited Service of Suit Service of process in any suit instituted against the INSURER under this POLICY may be made upon AEGIS Insurance Services, Inc., 1 Meadowlands Plaza, East Rutherford, NJ 07073. The INSURER will abide by the final decision of the court in such suit or of any appellate court in the event of any appeal. AEGIS Insurance Services, Inc., are authorized and directed to accept service of process on behalf of the INSURER in any such suit and, upon the INSURED'S request, to give a written undertaking to the INSURED that they will enter a general appearance upon the INSURER'S behalf in the event such suit is instituted. Nothing in this clause constitutes or should be understood to constitute a waiver of the INSURER'S right to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek to transfer a case to another court as permitted by the laws of the United States or of any state in the United States. Further, pursuant to any statute of any state, territory or district of the United States of America or province of Canada, which makes provision therefore, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you or on your behalf or any beneficiary hereunder arising out of this contract of insurance, and we hereby designate the above named as the person to whom the said officer is authorized to mail such process or a true copy thereof. L231 AEGIS Manuscript (06/2013) Page 1 of 1 TOTAL TERRORISM EXCLUSION Notwithstanding any provision to the contrary within this POLICY or any endorsement thereto, it is agreed that this POLICY excludes loss, damage, cost, or expense of whatsoever nature directly or indirectly caused by, resulting from, or in connection with any ACT OF TERRORISM regardless of any other cause or event contributing concurrently or in any other sequence to the loss. "ACT OF TERRORISM" means the commission of a violent act, or an act dangerous to human life, tangible property, intangible property or infrastructure, or the threat of such act, that is reasonably believed to have been committed (a) for political, religious and/or ideological reasons; and (b) either (1) to intimidate, coerce or cause fear among the public or a section of the public, (2) to influence the policy of, or overthrow, a government by intimidation, fear or coercion, (3) to affect the conduct of a government or the public or a section of the public, (4) to disrupt any segment of a country's economy or (5) for any similar reason. An "ACT OF TERRORISM" includes those actions, events and circumstances constituting an "ACT OF TERRORISM" as defined by the Terrorism Risk Insurance Act of 2002, as amended (the "FEDERAL ACT'). An ACT OF TERRORISM shall also include any actions by, or on behalf of, a government or branch thereof (including, without limitation, the uniformed armed forces, militia, police, state security, national guard and anti-terrorlsm agencies) in deterring, responding to, combating or retaliating against terrorism or removing debris from a terrorist attack. This endorsement also excludes loss, damage, cost, or expense of whatsoever nature directly or indirectly caused by, resulting from, or in connection with any action taken in controlling, preventing, suppressing, or in any way relating to any ACT OF TERRORISM, If an ACT OF TERRORISM results in a fire and the direct physical loss or damage to property insured hereunder located in any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, each of the United States Virgin Islands and any territory or possession of the United States, that, either pursuant to the Standard Fire Policy or otherwise, prohibits exciuslons for acts of terrorism that result in fire, this INSURER will pay for the loss or damage caused by that fire. Such coverage for fire applies only to direct loss or damage to property insured hereunder and may be limited, in accordance with the Standard Fire Policy to the lesser of the actual cash value of the property at the time of the loss, or the amount which it would cost to repair or replace the property, without allowance for any increased cost of repair or replacement by reason of any ordinance or law, and without any compensation for business interruption, extra expense to continue business activities, or any other coverage for loss or damage other than direct physical loss or damage to the property insured hereunder. With respect to fire resulting from any one or more ACT OF TERRORISM pursuant to the FEDERAL ACT, the INSURER will not pay any amounts for which the INSURER is not responsible under the terms of that Act (including subsequent Congressional action pursuant to the Act) due to the application of TRIA Section 103 or any clause that results in a cap on our liability for payments for terrorism losses. L210 AEGIS Manuscript (0512013) Page 1 of 1 621 O$O:to/Sla•a MIL G• O D p E b i 4 Miiler ENERGY UMR 1 POLICY No. B0621EWORP000118A Page 1 of 27 Risk Details Attaching to Lineslip Reference: B0621 EWORP000118 NON BULKING LINESLIP -- OBLIGATORY REGULATED POWER TREATY "ARGUS" This contract is formed in accordence with the provisions of the above Lineslip contract and Incorporates the terms of that contract insofar as terms relating to this specific declaration below Type: All Risks of Direct Physical Loss Accident or Damage Insurance Including Flood, Earthquake and Boiler Explosion and Machinery Breakdown to Beal and Personal Property and resulting Time Element loss and/or as more fully defined in the Policy Wording Insured: Lubbock Power & Light, the City of Lubbock's municipally owned electric company and/or Affiliated Associated and Subsidiary Companies for their respective rights and interests as they may appear Insured Address City of Lubbock Attn Risk Management POB 2000 Lubbock, TX79457, USA Period: From: 15t October 2018 To: 131 October 2019 both days at 00 01 hours Local Standard Time at the address of the Insured Interest, Real and Personal Property owned by the Insured or for which the Insured is in any way liable or for which responsibility to insure has been assumed by the Insured, including Property of others in the Care, Custody andlor Control of the Insured; Owned and Non -owned Vehicles whilst on the premises of the Insured; Stock; improvements and Betterments, Employees Personal Effects, Electronic Data Processing Equipment and/or Media and/or Associated Equipment (including related Extra Expense), Gas in Storage, Expediting Expenses, Extra Expense; Valuable Papers and Records, Accounts Receivable, Property in Incidental Course of Construction. Property whilst in Inland Transit, Mobile 1 Contractors Equipment all as may be declared and as agreed by the slip leader Limit Of Liability: USD 369,523,507 each and every occurrence / accident except USD 250,000,000 each and every occurrence / accident and in the annual aggregate separately in respect of Named Windstorm, Flood and Earth Movement USD 30.000,000 USD 20,000 000 USD 100 000,000 Market Reform Contract 22 August 2018 Enq/Quo 118158DIEWORPOOD11 SA each and every occurrence 1 accident and in the annual aggregate in respect of Flood Zone A or V (High Hazard) each and every occurrence 1 accident and in the annual aggregate in respect of High Hazard Earth Movement each and every occurrence / accident and in the annual aggregate in respect of Named Windstorm (High Hazard) 621 MIL ENERGY UMR 1 PODGY No. B0621EWOR13000118A_ Page 2 of 27 Deductibles: There shaII be deducted from the amount of each claim for loss or damage arising out of one occurrence 1 accident, as defined herein, the amount stated below and/or as specifically endorsed hereon USD 100,000 each and every occurrence / accident except; USD 100,000 each and every occurrence 1 accident in respect of Non - Generating 1 Transmission locations USD 250,000 each and every occurrence / accident in respect of Steam Turbine Generators including Machinery Breakdown USD 250,000 each and every occurrence 1 accident in respect of Combustion Turbine Generators including Machinery Breakdown USD 300,000 each and every occurrence / accident in respect of Cooke #2 54.3MW Turbine or Generator including Machinery Breakdown USD 350,000 each and every occurrence 1 accident in respect of Massengale #8 43MW Turbine or Generator including Machinery Breakdown USD 50,000 each and every occurrence in respect of Transit USD 10,000 each and every occurrence in respect of Electronic Data Processing Equipment (Sorftware and Hardware) USD 10,000 each and every occurrence in respect of Contractor's Equipment In respect of High Hazard FLOOD: 2.5% of value(s) of location(s) affected subject to a minimum of USD 500,000 and a maximum of USD 5,000,000. In respect of NAMED WINDSTORM_ 2.5% of value(s) of location(s) affected subject to a minimum of US❑ 100,000 In respect of High Hazard EARTH MOVEMENT: 2% of value(s) of location(s) affected subject to a minimum of USD 100,000 USD 1.50 per KVA subject to a minimum of USD 25,000 any one occurrence in respect of Transformers. 30 days each and every occurrence in respect of Business Interruption. 24 hours waiting period each and every occurrence in respect of Contingent Business interruption Should two or more Deductible amounts apply to a single occurrence the total Deductible to be applied shall not exceed the largest single applicable The foregoing shall apply to claims for loss or damage to real and personal property only, it being understood that applicable waiting period for Business Income is to apply separately, Market Reform Contract 22 August 2018 Eng/Ouo- 11815801EVVORPOoo118A 621 .4� MIL Rai R: •RR� •. � BR6i] aRR ENERGY U M R ! PoucY No. B0621EWORPOOO11SA Pa!Re 3 of 27 Sublimits: The Sub -limits of Liability apply per Occurrence unless otherwise stated, are to be applied excess of the Deductibles stated herein and are part of not in addition to the Maximum Limit of Liability / Sums Insured stated above. Annual aggregate separately in respect of Coastal Windstorm, Flood and Earth Movement as described in the Policy Wording, Newly Acquired Property USD 50,000,000 Property in the Course of Construction USD 25,000,000 Personal Property [including whilst temporarily Off Premises USD 10,000,000 Valuable Papers, Electronic Media and Records USD 5,000,000 Accounts Receivable USD 10,000,000 Debris Removal USD 25.000,000 or 25% Of loss whichever greater Fire and Police Department Charges and Extinguishing Costs USD 2,000,000 Expediting Costs USD 5,000,000 Property in Transit USD 15,000,000 Ingress, Egress and Prohibited Areas (limited to within 1 mile of the plant and a maximum indemnity period of 30 days). Civil or Military Authority (limited to within 1 mile of the plant and a maximum indemnity period of 30 days). Contaminants and Pollutants USD 5.000,000 Demolition and Increased Cost of Construction USD 25,000,000 or 115% of the declared values, whichever is lesser Errors & Omissions USD 10,000,000 Miscellaneous Unnamed Locations USD 10,000.000 Impounded Water (limited to a maximum indemnity period of 30 days). Fine Arts USD 5,000,000 Rental transformers and Spare Equipment USD 10,000.000 Claims Preparation Costs USD 500,000 Recovery of Salvage USD 5,000,000 Pair and Set USD 10,000,000 Electronic Data Processing Media Valuation USD 25,000.000 Extra Expense USD 15,000,000 Contingent Extra Expense USD 2.500.000 Contingent Business Interruption USD 1,100,000 Rented and Leased Equipment USD 5,000,000 Situation: Within the 50 States comprising the United States of America and the District of Columbia and Canada and/or as per policy wording Market Reform Contract *UUWR 22 August 2018 EnglQuo 11815801EWORP000118A 621 MIL !!I�- ENERGY UMR 1 POLICT No. B0621 EW0RP000118A Page 4 of 77 Conditions: Subject to all terms, clauses and conditions all as may be more fully defined in policy wording B0521 EWORP000118, including but not limited to: Cancellation as defined in the policy wording. Seepage and Pollution Exclusion as per policy wording Coverage in respect of Polychlorinated Biphenyl excluded. 72 hours clause as per policy wording to include Earth Movement, Named Windstorm and Flood. Excluding Transmission and Distribution Lines/Towers as per policy wording except: Coverage afforded under the policy will provide coverage for Transmission and Distribution LinesTrowers within 1000ft of the property line of power generation facilities owned by the Insured under this policy and dedicated transmission lines to the substation. In respect of existing property covered hereunder and for the application of the deductibles specified herein `Transit' commences with the lifting of the property and ends when the property is returned and is back in place. All situations in between being deemed as 'Transit'. Where requested by the Insured, Underwriters agree to make partial loss payments on receipt of applicable proof(s) of loss. Newly Acquired Locations Clause (90 day reporting period) as per policy wording War and Civil War Exclusion Clause as per policy wording. Asbestos Endorsement as per policy wording. Preservation of Property as per policy wording. Microorganism Exclusion (Absolute) as per policy wording. Margin Clause as per policy wording. Agree include Business Interruption coverage up to the following limit, USD 6,500,000 per breakdown contained under Information. All as per Business Interruption Endorsement attached hereto. Rental Value Endorsement as attached hereto. LMA5130 Application of Sublimits Endorsement as attached. Agree include Additional Assigned Adjuster; Trey Johnson, EGA York Claims Service 5501 LBJ Frwy. Ste 300 Dallas. TX 75240 Waivers of subrogation by the Insured honoured if waived in writing prior to loss except for guarantees and warranties and as per coinsurers' wording. This slip constitutes the policy of insurance, subject to the terms set out herein. if notwithstanding the foregoing, a formal policy is deemed necessary in substitution for the slip, then the same will be issued at any time at the request of the Insured or any Underwriter hereon. Terrorism Exclusion Clause as per policy wording. if the policy wording sloes not contain a Terrorism Exclusion Clause, then NMA2920 Terrorism Exclusion Endorsement to apply hereon, plus LMA5219 (TRIA as amended not purchased Clause) as attached. Agree allow up to 2.5% Risk Survey Fees as incurred for Engineering and/or Valuation Appraisal. invoices to be provided. Market Reform Contract LXle /UWR 22 August 2018 EnglQuo 11815801EWORP000118A 621 MIL ENERGY UMIR 1 PoulcY No. B0621 EWORP000118A Page 5 of 27 Notices: Texas Complaints Clause LSW1022A as attached Choice of Law And Jurisdiction: The proper and exclusive law of this insurance shall be Texas State Law Choice of Jurisdiction: In accordance with NMA1998 Service of Suit Clause (USA) or Companies equivalent. Service of Process Mendes & Mount (Attorneys)(or their Nominees) 750 Seventh Avenue, New York, N.Y, f 001'9-6829 USA Premium: USQ 382,610.00 (100% annual Taxes Payable by the Insured and Administered by Insurers: None Recording, Transmitting and Storing Information: Miller Insurance Services LLP, will maintain risk and claim data, information and documents which may be held on paper or electronically, Insurer Contract Documentation: This document details the contract terms entered into by the insurers} and constitutes the contract document. No further contractual data will be issued This contract is subject to US state surplus lines requirements It is the responsibility of the surplus lines broker to affix a surplus lines notice to the contract document before it is provided to the insured. In the event that the surplus lines notice is not affixed to the contract document the insured should contact the surplus lines broker. Market Reform Contract 22 August 2018 Eng/quo 11815801EWORPO00118A ,r 621 MIL milled ENERGY UMR 1 POLICY No. B0621 EWORP00011 BA Page 6 of 27 ERRORS AND OMISSIONS CLAUSE Any error or omission in connection with this Agreement shall not modify any rights or duties under this Agreement. In particular, such error or omission will neither release a party from its contractual liability, increase or extend a party`s liability nor override any other specific terms of this Agreement. For the purposes of this Clause, error or omission shall only mean an administrative or clerical error or omission. Such an error or omission must be rectified immediately upon discovery. Any other failure to comply with the terms and conditions of this Agreement shall not be an error or omission, and shall in no event modify any rights or duties under this Agreement PREMIUM PAYMENT CLAUSE Notwithstanding any provision to the contrary within this contract or any endorsement hereto, in respect of non payment of premium only the following clause will apply. The (Re)lnsured undertakes that premium will be paid in full to (Re)insurers within 60 days of inception of this contract (or, in respect of instalment premiums, when due) If the premium due under this contract has not been so paid to (Re)Insurers by the 60'h day from the inception of this contract (and, in respect of instalment premiums, by the date they are due) (Re)(nsurers shall have the right to cancel this contract by notifying the (Re)lnsured via the broker in writing. In the event of cancellation, premium is due to (Re)Insurers on a pro rata basis for the period that (Re)Insurers are on risk but the full contract premium shall be payable to (Re)lnsurers in the event of a loss or occurrence prior to the date of termination which gives rise to a valid claim under this contract. It is agreed that (Re)lnsurers shall give not less than 15 days prior notice of cancellation to the (Re)Insured via the broker. if premium due is paid in full to (Re)Insurers before the notice period expires, notice of cancellation shall automatically be revoked. if not, the contract shall automatically terminate at the end of the notice period. If any provision of this clause is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this clause which will remain in full force and effect. 30/09/08 LSW3001 Market Reform Contract Ll WR 22 August 2018 EnglQua: 11 B15801EWORP00011 BA MIL r I1r1 I L 0 ENERGY UMR ! POLICY NO. B0621EWORP400118A Page 7 of 27 U.S. Terrorism Risk Insurance Act of 2002 as amended Not Purchased Clause This Clause is issued in accordance with the terms and conditions of the "LI. S. Terrorism Risk Insurance Act of 2002" as amended as summarized in the disclosure notice. It is hereby noted that the Underwriters have made available coverage for "insured losses" directly resulting from an "act of terrorism" as defined in the "U.S. Terrorism Risk Insurance Act of 2002", as emended ("TRIA"} and the Insured has declined or not confirmed to purchase this coverage This Insurance therefore affords no coverage for losses directly resulting from any "act of terrorism" as defined in TRIA except to the extent, if any, otherwise provided by this policy. All other terms, conditions, insured coverage and exclusions of this Insurance including applicable limits and deductibles remain unchanged and apply in full force and effect to the coverage provided by this Insurance. LMA5219 12 January 2015 Form approved by Lloyd's Market Association xis Market Reform Contract 22 August 2018 EncVQuo 11815801EWORP000118A t c eo0 e® es�p eo eeeeo Miller 621 MIL ENERGY UM I POLICY No. B0621EWORP00011SA Page 8 of 27 TEXAS COMPLAINTS NOTICE IMPORTANT NOTICE o obtain information or make a complaint You may contact the Texas Department of Insurance to obtain information on companies coverages nghts or complaints at 1-800-252-3439 You may write to the Texas Department of Insurance- O. Box 149104 ustin, TX 78714-9104 ax: (512) 475-1771 Ieb: http1/www.1di.state.tx.us -mail: ConsumerProtection@tdi state.tx.us REMIUM OR CLAIM DISPUTES: hould you have a dispute concerning your rernium or about a claim you should contact the gent first. If the dispute is not resolved, you may )ntact the Texas Department of Insurance. TTACH THIS NOTICE TO YOUR POLICY: This 3tice is for information only and does not become part or condition of the attached document. 07/07 LSWIC22A AVISO IMPORTANTE 'ara obtener information o para someter una ueja: 'uede comunicarse can el Departamento de eguros de Texas para obtener information ace e companias, coberturas, derechos o quejas al 1-800-252-3439 uede escribir al Departamento de Seguros de exas: O. Box 149104 stin, TX 78714-9104 x: (512) 475-1771 'b http./1www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente primero. Si no se resuelve Ia disputa, puede entonces comunicarse con el departamento (TDI) NA ESTE AVISO A SU POLIZA: Este aviso es )Io para proposito de information y no se mvierte en parts o condition del documento Market Reform Contract Ll0"'R 22 August 2018 EnglOuo. 11 B15MEWORP00011 BA 621 MIL ENERGY UM 1 POUcY No. B0621EWOR13000I18A _ Page 9 of 27 APPLICATION OF SUBLIMITS ENDORSEMENT Application To insured Interests. Each sublimit stated in this policy applies as part of, and not in addition to, the overall policy limit for an occurrence insured hereunder. Each sublimit is the maximum amount potentially recoverable from al! insurance layers combined for all insured foss, damage, expense, time element or other insured interest arising from or relating to that aspect of the occurrence, including but not limited to type of property, construction, geographic area, zone, location, or peril. Application Within Perils If insured under this policy, any sublimit for earthquake, earth movement, flood, windstorm, named storm, or named windstorm is the maximum amount potentially recoverable from all insurance layers combined for all insured loss, damage, expense, time element or other insured interest arising from or relating to such an occurrence. if flood occurs in conjunction with a windstorm, named storm, named windstorm, earthquake or earth movement, the flood sublimit applies within and erodes the subllmft for that windstorm, named storm, named windstorm, earthquake or earth movement. This endorsement takes precedence over and, if in conflict with any other wording in the contract bearing an the application of sublimits, replaces that wording. LMA5130 5 March 2009 x+s Market Reform Contract UUWR 22 August 2018 Engloua. 11815801EWORP000118A 621 MIL Miller ENERGY UMR 1 POLICY No. B0621EWORPOOOI I BA Page 10 of 27 BUSINESS INTERRUPTION ENDORSEMENT A. INSURING AGREEMENT The policy to which this Time Element endorsement is attached is extended to cover loss directly resulting from the necessary interruption of business incurred by the Insured during the Period of Interruption. This loss must result directly from direct physical loss or damage insured against by this policy In addition, the loss or damage must be to property not otherwise excluded by this policy, utilized by the Insured, and located at Premises Described in the Declarations. 1. Reduction in Gross Earnings The Company agrees to pay the Insured the amount of actual loss sustained resulting directly from such interruption of business, but not exceeding the reduction in Gross Earnings less charges and expenses that do not necessarily continue during such Period of Interruption, as defined below. The term Gross Earnings shall mean the sum of. a. total net sales value of production (manufacturing operations), and b. total net sales of merchandise (mercantile operations), and c. other earnings derived from operations of the business, less the cost of: d. raw stock from which such production is derived, and e. supplies consisting of materials consumed directly in the conversion of such raw stock into finished stock, or in supplying the service(s) sold by the Insured, and f. merchandise sold, including packaging materials therefor, and g. services purchased from outsiders (not employees of the Insured) for resale which do not continue under contract, and h. any other non -continuing expenses or expenditures, and i the entire payroll for all employees of the Insured, except officers, executives, department managers, employees under contract and other essential employees and pensions and directors' fees. However, employees subject to a collective bargaining agreement are not "under contract," as used herein. No other costs shall be deducted in determining Gross Earnings. Any amount recovered under property damage coverage at selling price for loss or damage to merchandise will be considered to have been sold to the Insured's regular customers and will be credited against net sales 2 Expenses The Company agrees to pay the amount of expense, over and above normal operating expense which is necessarily incurred by the Insured or the Company to reduce or avert interruption of business but only to the extent that the total amount which otherwise would have been paid is thereby reduced. All extra expenses so incurred shall be a part of and not in addition to, the Limit of Liability specified in condition C.8. of this endorsement Market Reform Contract LJUW 22 August 2018 211 Enq/Quo 11815801EWORP000118A L Miller ENERGY LIMR ! POLICY No. 80621 EWORP0001 1 8A B. EXCLUSIONS This Company shall not be liable for any reduction in Gross Earnings: 621 MIL 11 of 27 1 For any time during which business would not, or could not, have been conducted had direct physical damage to the Premises described in the declarations, as insured against hereunder, not occurred 2 Resulting from damage to finished products manufactured by the Insured, nor for the time required for their reproduction. 3 Resulting from loss or damage to property in transit or property in the course of construction. 4. Resulting from loss or damages for breach of contract or for late or noncompletion of orders 5. Resulting from the suspension, cancellation or lapse of any contract, license, lease or order except that the Company will be liable under this endorsement for only such loss as affects the Insured's earnings during, and limited to, the Period of Interruption covered under this endorsement. 6 Any loss, at generating stations, transmission and distribution locations, and excludes cost for purchase of replacement power. C. CONDITIONS 1. Period of Interruption The liability of the Company under this endorsement sham be limited to the Period of Interruption The term Period of interruption means: a. the length of time as would be required, with the exercise of due diligence and dispatch, to rebuild, repair or replace such described property as has been lost or damaged with materials of like kind, size, capacity and quality. It shall also include such additional time required to make such property ready for operations under the same or equivalent physical operating conditions that existed prior to the direct physical loss or damage, unless otherwise provided in this endorsement. The Period of Interruption shall not include any additional time required for making changes to the buildings, equipment or contents, regardless of the reason(s) for the changes, except as provided for in the Demolition and Increased Cost of Construction provision of the Additional Coverages section, nor does it include any additional time required for restaffing or refraining employees or delay of any kind caused by labor disputes including strikes, and b. such additional time as may be required, with the exercise of due diligence and dispatch, to repair or replace damaged or destroyed Valuable Papers and Records; and c such additional time as may be required, with the exercise of due diligence and dispatch, to repair or replace damaged or destroyed media, data and programming for electronic and electromechanical data processing and production equipment, but not to exceed the time that would be required for reproduction from duplicates or from the previous generation of the data, whether or not the duplicates or previous generation are available. The liability of the Company under this endorsement shall not be limited by the expiration of this policy Market Reform Contract L/U 22 August 2018 E n q/Quo. 11815 8CIEVVDR P OOO 118A 1 r$a�asreAr.� srer�rr�r ��62 MIL M i 11 r ENERGY UMR ! POLICY No. B0621 EWORP00011 SA Page 12 of 27 2 Deductibles If a number of hours/clays apply as a Time Element deductible, then this Company shall not be liable for any losses under this Time Element endorsement occurring during the specified number of hours/days immediately Following the Occurrence. If a multiple of the Average Daily Value deductible is indicated for Time Element coverage, then the deductible amount shall be calculated as follows With respect to any loss or expense for which the Company would be liable under the Time Element coverage(s), there shall first be deducted the amount obtained by multiplying the Average Daily Value for the affected location(s) at the time of such loss by the factor shown in the Declarations of the policy. The Average Daily Value will be determined by dividing the actual Gross Earnings less costs that would have been earned had no loss occurred by the actual number of working days, had no loss occurred, during the period of interruption, with due consideration being given to the experience of the business before the loss and the probable experience thereafter. If a percentage applies as a Time Element deductible, then it shall apply to the full twelve (12) months Gross Earnings values that would have been earned in the twelve (12) month period following the Occurrence had no loss occurred at: a. the insured Locations(s) where the physical damage occurred, and b. all other insured Locations affected by such physical damage 1 above. 3. Interruption by Civil Authority This policy is also extended to include the reduction in Gross Earnings incurred by the Insured during the length of time not exceeding two (2) consecutive weeks, when access to or from such Premises Described in the Declarations is specifically prohibited by order of civil or military authority. Such prohibition must be as a direct result of a peril not otherwise excluded to property of a type not otherwise excluded and located within one (1) mile of an insured location. The Company's total liability under this provision shall not exceed the time and distance limitations shown above or, where specified, the time or distance limitations specified in the Declarations. However, if the Declarations shows a change to only one of the limitations {either time or distance) but not the other, the Company's total liability shall not exceed the limitations shown above for either the time or distance limitation not indicated in the Declarations 4. Impounded Water In the event that water used as a raw material or for power or for other manufacturing purpose, stored behind dams or in reservoirs situated on the Premises Described, is released from storage as the result of damage as insured against hereunder, to such dam or reservoir, or equipment connected therewith, this endorsement covers loss, if any, caused by lack of adequate water supply from such sources. The length, of time shall be limited to not more than thirty (30) consecutive days, after such length of time as would be required, with the exercise of due diligence and dispatch, to repair or replace the damaged dam, reservoir or equipment Nothing herein shall imply that any direct physical loss or damage to any such dam, reservoir or equipment is covered by any other provision of this policy. JU Market Reform Contract LIUWR 22 August 2018 Engl4uo 11815801EWORPOODI18A re?" 621 MIL M 111 d4a— -,AV ENERGY UMR I POLICY No. B0621EWORP000118A Paqe 13 of 27 S. Ingress/ Egress This policy is also extended to insure the reduction in Gross Earnings incurred by the Insured during the length of time, not exceeding two (2) consecutive weeks, due to prevention of ingress to or egress from the Insured, whether or not the premises or property of the Insured is damaged provided that such prevention is a direct result of physical loss of the type insured by this policy to the kind of property not excluded by this policy and located within one (1) mile of an insured location The Company shall not be liable for any loss resulting from lack of incoming or outgoing transmission of voice, data or video. The Company's total liability under this provision shall not exceed the time and distance limitations shown above or, where specified, the time or distance limitations specified in the Declarations. However, if the Declarations shows a change to only one of the limitations (either time or distance) but not the other, the Company's total liability shall not exceed the limitations shown above for either the time or distance limitation not indicated in the Declarations- 6 Resumption of Operations As soon as possible after the direct physical loss or damage, the Insured, with due diligence and dispatch, shall resume business, in whole or in part, and make up lost business within a reasonable period of time (not to he limited to the Period of fnterruption) through the use of every available means, including surplus machinery, duplicate parts, equipment, supplies, surplus or reserve stock, owned or controlled or obtainable from other sources, and through working extra time or overtime et the specified premises, or at such other premises acquired for the purpose The Company may take such means as will, in the opinion of the Company, reduce or avert interruption of business on the premises or supply the functions of the premises in some other way. T. Experience of the Business In determining the amount payable under this endorsement, due consideration shall be given to the experience of the business before the Period of Interruption and the probable experience thereafter had no interruption of business occurred. 8. Liability The Company's total liability under this provision shall be limited to the amount of the Limit or Sublimit of Liability for this endorsement as specified in the Declarations, as more fully described in the Limits and Sublimits of Liability Condition of this policy. 9. Report of Values Within ninety (90) days of each anniversary, the Insured shall file with this Company a statement of the actual Gross Earnings for the Insured's most recently ended fiscal year and a statement of estimated Gross Earnings for the subsequent fiscal year. xis Market Reform Contract &IUWR 22 August 2018 EnglQuo 11815MEWORP000118A 621 'R■a'r a.' MIL •err• MITI& ENERGY UMR 1 POLICY No. B0621 EWORP000118A Page 14 of 27 In the event the Insured fails to Furnish the above statement(s) of Gross Earnings which are acceptable to this Company, then the Company shall not be liable under this endorsement for the payment of a greater proportion of the amount of the reduction in Gross Earnings (subject to the Exclusions and Conditions of this endorsement), resulting from any one Occurrence than the "Annual Value" expressed in the Reported Values endorsement bears to the estimated amount of Gross Earnings that would have been earned, had no loss occurred during the twelve (12) months immediately fallowing the date of the loss Due consideration shall be given to the experience of the business before the loss and the probable experience thereafter - Market Reform Contract 22 August 2018 Enq/Quc 11815801EWORPp00118A 621 �Pof ■va°a ■ avm MIL P i I I ENERGY UMR 1 POLICY No. B0621 EWORP0001 18A Page 15 of 27 CONTINGENT BUSINESS INTERRUPTION ENDORSEMENT The Business Interruption endorsement attached to this policy is extended to insure against loss directly resulting from necessary interruption of business caused by direct physical foss or damage insured hereunder, to property not otherwise excluded, located on the premises of supplier or customer locations as specified in the schedule of locations. The Company's total liability under this provision shall be limited to the amount of the Limit or Sublimit of Liability for this endorsement as specified in the Declarations, as more fully described in the Limits and Sublimits of Liability Condition of this policy Market Reform Contract 22 August 2018 EnglQuo 11815801EWORP000118A V 621 MIL■ e+� r� t r 1 A4Xfl:er ENERGY UMR 1 POLICY No. B0621EWORPOt}a118A Page 16 of 27 RENTAL VALUE ENDORSEMENT A. INSURING AGREEMENT The policy to which this Time Element endorsement is attached is extended to cover the Rental Value Actual Loss Sustained by the insured during a Period of Interruption This loss must result directly from direct physical loss or damage insured against by this policy In addition, the loss or damage must be to property not otherwise excluded by this policy, utilized by the Insured and located at the Premises Described in the Declarations 1. Rental Value Actual Loss Sustained In the event the property is necessarily rendered wholly or partially untenantable, the Company shall be liable for the Rental Value Actual Loss Sustained during the Period of interruption. The term Rental Value Actual Loss Sustained shall mean a. the fair rental value of any portion of the property occupied by the Insured; and b. income reasonably expected from rentals of unoccupied or unrented portions of such property, and c. the rental income front the rented portions of such property according to bona fide leases, contracts or agreements in force at the time of loss; but not including non -continuing charges and expenses 2. Expenses The Company agrees to pay the amount of expense which is reasonably incurred by the Insured, or the Company, to reduce or avert the Rental Value Actual Loss Sustained, but only to the extent that the total amount which otherwise would have been paid is thereby reduced. All extra expenses so incurred shall be part of, and not in addition to, the Limit or Subllmit of Liability specified in Condition C.7. of this endorsement. B. EXCLUSIONS This endorsement does not cover: 1. Loss of rental income with respect to any period during which the insured property would not, or could not, have been tenantable, had direct physical loss or damage to the Premises Described in the Declarations, as insured against hereunder, not occurred. 2 Any increase of loss due to strike(s) or due to the suspension, cancellation or lapse of any lease, contract, license or order, nor any loss due to Fines or damage for breach of contract or penalties of whatever nature- 3 Loss resulting from damage to property in transit or property in the course of construction. Market Reform Contract LIUW 22 August 2018 Enq/Quo' 118158DIEWORPDOOI I SA 621 MIL Ali 4 ENERGY UMR 1 POLicY No. B0621 EWORP000118A Page 17 of 27 C. CONDITIONS 1 Period of Interruption The liability of the Company under this endorsement shall be limited to the Period of Interruption The term Period of Interruption shall mean the length of time as would be required, with the exercise of due diligence and dispatch, to rebuild, repair or replace such described property as has been lost or damaged with materials of like kind, size, capacity and quality to the same tenantable condition as existed prior to the direct physical loss or damage, unless otherwise provided in this endorsement The Period of Interruption shall not include any additional time required for making changes to buildings equipment or contents regardless of the reason(s) for the changes, except as provided for in the Demobtion and Increased Cost of Construction provision of the Additional Coverages section, nor does it include any additional time required for restaffing or retraining employees or for delay of any kind caused by labor disputes, including strikes. The liability of the Company under this endorsement shall not be limited by the expiration of this policy, 2 Deductibles In addition to the Deductible Condition of this policy, the following may also apply If a number of hoursldays apply as a Time Element deductible, then this Company shall not be liable for any losses under this Time Element endorsement occurring during the specified number of hoursldays immediately following the Occurrence - If a multiple of the Average Daily Value deductible is indicated for Time Element coverage, then the deductible amount shall be calculated as follows. With respect to any loss or expense for which the Company would be liable under the Time Element coverages}, there shall first be deducted the amount obtained by multiplying the Average Daily Value for the affected locations) at the time of such loss by the factor shown in the Declarations of the policy. The Average Daily Value will be determined by dividing the actual amount of rental value income that would have been earned had no loss occurred by the actual amount of rental value income that would have been earned had no loss occurred by the actual number of working days, had no loss occurred, during the period of interruption, with due consideration being given to the experience of the business before the loss and the probable experience thereafter. If a percentage applies as a Time Element deductible, then it shall apply to the full twelve (12) months Rental Value that would have been earned in the twelve (12) month period following the Occurrence had no loss occurred at: a the insured Locations(s) where the physical damage occurred, and b all other insured Locations affected by such physical damage. x+s Market Reform Contract 22 August 2018 EnglQuo 11815801EVVORP000118A 621 MIL ENERGY UM I POLICY No. B0621 EWORP00011 BA Page 18 of 27 3 Ingress/ Egress This policy is also extended to insure the Actual Loss Sustained by the Insured during the length of time not exceeding two (2) consecutive weeks, due to prevention of ingress to or egress from the Insured, whether or not the premises or property of the Insured is damaged, provided that such prevention is a direct result of physical loss of the type insured by this policy, to the kind of property not excluded by this policy and located within one (1) mile of an insured location. The Company shall not be liable for any loss resulting from lack of incoming or outgoing transmission of voice, data or video The Company's total liability under this provision shall not exceed the time and distance limitations shown above or, where specified, the time or distance limitations specified in the Declarations. However, if the Declarations shows a change to only one of the limitations (either time or distance) but not the other, the Company's total liability shall not exceed the iimitations shown above for either the time or distance limitation not indicated in the Declarations. 4. Interruption by Civil Authority This policy is also extended to include the Rental Value Actual Loss Sustained by the Insured, during the length of time, not exceeding two (2) consecutive weeks, when access to or from such. Premises Described in the Declarations is specifically prohibited by order of civil or military authority. Such prohibition must be as a direct result of a peril not otherwise excluded to property of a type not otherwise excluded and located within one (1) mile of an insured location The Company's total liability under this provision shall not exceed the time and distance limitations shown above or, where specified, the time or distance limitations specified In the Declarations. However, if the Declarations shows a change to only one of the limitations (either time or distance) but not the other, the Company's total liability shall not exceed the limitations shown above for either the time or distance limitation not indicated in the Declarations 5. Use of Other Property The Insured agrees to use any suitable property or service owned or controlled by the Insured or obtainable from other sources in reducing loss under this endorsement. 6 Experience of the Business In determining the indemnity payable under this endorsement, due consideration shall be given to rental conditions before the loss and what reasonably could have been expected had no loss occurred- 7 Liability The Company's total liability under this provision shall be limited to the amount of the Limit or 5ublimit of Liability for this endorsement specified in the Declarations, as more fully described in the Limits and 5ublimits of Liability Condition of this policy Market Reform Contract l$WR 22 August 2018 Eng/Qua 11815801EWORP000118A e r i o Miller ENERGY UMRI POLicr No. B0621EWORP000I18A 8 Report of Values 621 MIL Page 19 of 27 Within ninety (90) days of each anniversary, the Ensured shall file with this Company a statement of the actual rental values for the Insured's most recently ended fiscal year and a statement of the estimated rental value for the subsequent fiscal year In the event that the Insured fails to furnish the above statement(s) of rental value which are acceptable to the Company, then the Company shall not be liable under this endorsement for the payment of a greater proportion of the amount of Rental Value Actual Loss Sustained (subject to the Exclusions and conditions of this endorsement), resulting from any one Occurrence, than the "Annual Rental Value" expressed in the Reported Values endorsement bears to the estimated amount of rental value that would have been earned, had no loss occurred during the twelve (12) months immediately following the date of the loss Due consideration shall be given to the experience of the business before the loss and the probable experience thereafter Market Reform Contract VA- LItJWR 22 August 2018 Eng/quo- 11815801EWORP000118A wa�a • *gas aws�• • - •*�.a ate Miller ENERGY UMR 1 POLICY No. B0621EWORP000118A Information Schedule of renewal information "City of Lubbock — 2018 values (inc 81 split)" containing' • Company Information • 2016 Location Listing (Values) • Trailers & Equipment (Values) • Vehicles (Values) • Pressure Vessel List • Turbine List • Transformers>100MVA • Claim History • Recommendations Statues • Exposure Synopsis 621 MIL Page 20 of 2T A!G Property All Risk EER Survey in respect of the J. Robert Massengale Station dated 2 March 2017 (22 pages) AIG Property All Risk Re -Survey in respect of the Holly Generating Station dated 7 June 2017 (29 pages) AIG Property All Risk Survey in respect of the Brandon Turbine Gen Boiler dated 7 June 2017 (24 pages)- AIG Loss Prevention Report in respect of the Chalker Substation dated 15 March 2017 (13 pages) AIG Loss Prevention Report in respect of the Chalker Substation dated 7 April 2017 (9 pages) AIG Loss Prevention Report in respect of the Erskine Substation dated 15 March 2017 (7 pages) AIG Loss Prevention Report in respect of the Slaton Substation dated 27 March 2017 (7 pages) AIG Loss Prevention Report in respect of the Mc Donald Substation dated 15 March 2017 (5 pages) AIG Loss Prevention Report in respect of the Wadley Substation dated 15 March 2017 (5 pages) Aegis Power Generation Property/Machinery Risk Assessment in respect of the Holly Generating Station dated 1 August 2018 (38 pages) Aegis Power Generation Machinery Risk Assessment in respect of the Brandon Station dated 31 July 2018 (30 pages) VALUES BY OCCUPANCY Location Type # Locs TIV Office 3 $ 13,598,250 Mobile Equipment 1 $ 2,800,180 Warehouse/Storage 1 $ 2,993,300 Combustion Turbine 2 $ 82.274,764 Thermal -Nat Gas 1 $ 82.175.389 Sub Station 41 $ 155,339,110 Other 4 $ 23,842,514 Business Interruption $ 56,735,109 Totals = 53 $ 419,758,616 Business Interruption coverage limited to USD 6,500,000 Other Value includes USD 12,616,966 in respect of Vehicles plus US❑ 1.121.970 in respect of trailers & Equipment Market Reform Contract vuvv� 22 August 2018 Enq/Quo' 1181580lEWORP0a0118A 1610 /- — e■o s: 8 0 6+ Y! Miolle"i ENERGY UMR1 POLIcY No. B0621EWORP00011SA BUSINESS INTERRUPTION INFORMATION: 621 MIL Page 21 of 27 a= a• T O- Generat_r Qepe-,dabe Year Capactry L:apac,ry Manufacturer Installed St3llon Prime M er Fuel {in MW (in MW _ WesttngKouse 1957 J R Massengale No 6 Stearn Tur6ne Gas 22 20 Wastinghouse 1958 J R Massengale No 7 Steam Turbine Gas 22 17 Westinghouse 1964 -Cooke GT 1 Gas Turbine Gas 0 0 General Electric 19G5 Cooke Steam 1 Steam Turbine Gas or Oil 46 0 Worthington 1971 Cooke GT 2 Gas Turbine Gas 21 15 General Electric 1974 Cooke GT 3 GasTuibfne Gas 24 16 General Electric 1978 Cooke Steam 2 Steam Turbine Gas or OP 54 0 General Etectnc 1990 TX Tech (Drandori 1) Gas Turbma Gas 21 20 General Electric 2000 J R Massengale No 8 Gas Turbine Gas 42 40 252 128 `4 %,ass-2-38 s _RV 3 Cie a,84� I C-,—b'?2 _. _ ? �1�? � .�i'� '1,'. _ l.� _'1 �.� �_ ' i..� 5'c .. � c _ ',J" 3 3: I7 ter• ,..., _ ,I°3_• _ �"( lT� 'C3 �i e'.�_ �� :} 7� arS? .L _ THRRINP IMMRMATI(W Prime Mover # TG's MW's Steam -Nat Gas 6 214.9 Combustion TG 3 51 Total 9 265.90 . Status # TG's MW's PEAK 4 B6 Load Fallowing 3 80 Out of Service 2 99.9 Total, 9 265.90 IL IS Market Reform Contract LIUWR 22 August 2018 Enq/Quo 11815801EWORP000118A e � r— Miller ENERGY UMR ! POLICY No. B06 21 EWORP0001 I SA TURBINE LIST 621 MIL e 22 of 27 plant Location No. Loealion Name Client lJni}r{ Prime TS1 f4ete TS � � operating (Note (Nose T6) T Size MW, (� Year of Cnm ratio al Operation Ma nub cwrcdModell peypR output Tvrbina De scdpHon7Npte; t Branco" LBS 1 1 Steam-Naf Gas PEAK 35 1990 GE - LM2600P1: 22MyV CTG Heal Recovery Steam 2 Holly CDake i Steam.Nal Gas Oul a Seruce 446 1964 Steam Tumine - LJnknow"lOmer- Oeacnbe in Notes Riley Stoker 2 Holly Cooke 2 15team•Nzi Gas Oul of Sera cg 55.3 1976 Steam Turbine - LlnknownfOther. Oeycnbe in Notes Foster Whoeler 2 Holly CTG 1 ICwnbustlan TG PEAK t2 1964 Combustion turbine - lJnk nowrAXher- Desenoe in Notes Westinghouse 2 Holly CTG 2 Cornbuetlon TG PEAK 19 1971 Com bushon Turbine - tJnknown+Other - Ogle nbe m Notes Pratt Wrkmey 2 Holly CTG 7 Cwabus limn TG PEAK 20 1974 Combustion Tura ne • UnknmyNOl her - Oescrtbe to Notes GE Frame 5 3 Masse" ala SU Steam. Nat Gas road Fdlowvy 20 t963 Steam Turaine UJ knowrVOther• Describe In.4 Wesl nghouse 3 Massengale STB $seam -Nat Gas load Fdlowng 20 1'61 Steam Tum!ng - link nbrrnlather. Describe In Haas West • gho use 3 Mess engale CT1 Swam -Nat Gas Load Fdlowing AO 195U 1 1963 GE - LM60pOPF SPRINT 43MW 3 riot mares myv s TRANSFORMERS. >100MVA None LOSS HISTORY Policy Year Count Claims Paid 2009 0 $0 2010 ❑ $0 2011 0 $0 2012 0 $0 2013 0 $0 2014 1 $2,000,000 2015 ❑ $0 2016 0 $0 2017 0 $0 2014 Loss Date of Loss — 11/09/2015 Holly Station Mechanical Failure I Internal Damage Munich Re letter following site visit to Cooke Station in respect of GT-3 Searing Failure (7 pages) Market Reform Contract U S 22 August 2018 Enq/Quo 11815801EWORPO00118A H 3 J M Yfleor ENERGY UMR 1 POLICY No. B0621 EWORP0001 1 BA Security Details- (Re)insurer's Liability: (RE)INSURERS LIABILITY CLAUSE 621 MIL Page 23 of 27 (Re)!nsurer's liability several not joint The liability of a (re)insurer under this contract is several and not joint with other (re)insurers party to this contract. A (re)insurer is liable only for the proportion of liability it has underwritten A (re)insurer is not jointly liable for the proportion of liability underwritten by any other (re)insurer. Nor is a (re)insurer otherwise responsible for any liability of any other (re)insurer that may underwrite this contract The proportion of liability under this contract underwritten by a (re)insurer (or in the case of a Lloyd's syndicate the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp This is subject always to the provision concerning "signing" below In the case of a Lloyd's syndicate each member of the syndicate gather than the syndicate itself) is a (re)insurer. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together) The liability of each member of the syndicate is several and not joint with other members A member is liable only for that member's proportion A member is notjointly liable for any other member's proportion Nor is any member otherwise responsible for any liability of any other (re)insurer that may underwrite this contract The business address of each member is Lloyd's, One Lime Street, London EC3M 71-11A The identity of each member of a Lloyd's syndicate and their respective proportion may be obtained by writing to Market Services, Lloyd's, at the above address. Proportion of liability Unless there is "signing" (see below), the proportion of liability under this contract underwritten by each (re)insurer (or, in the case of a Lloyd's syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown next to its stamp and is referred to as its "written line". Where this contract permits, written lines, or certain written lines, may be adjusted ("signed"). In that case a schedule is to be appended to this contract to show the definitive proportion of liability under this contract underwritten by each (re)insurer (or, in the case of a Lloyd's syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) A definitive proportion (or, in the case of a Lloyd's syndicate, the total of the proportions underwritten by all the members of a Lloyd's syndicate taken together) is referred to as a "signed line The signed lines shown in the schedule will prevail over the written lines unless a proven error in calculation has occurred Although reference is made at various points in this clause to "this contract' in the singular, where the circumstances so require this should be read as a reference to contracts in the plural. LMA3333 21 June 2007 x+s Market Reform Contract F-2* 22 August 2018 Eng1Qu❑ 1181550/EWORP00011$A -1 e°a■ ■ a Me 90 1f er ENERGY UMR ! POLICY No. 80621EWORP0OO11BA Order Hereon: 5O% of 10O% order Basis of Written Lines: Percentage of order 621 MIL Page 24 of 27 Signing Provisions: In the event that the written lines hereon exceed 100% of the order, any lines written "to stand" will be allocated in full and all other lines will be signed down in equal proportions so that the aggregate signed lines are equal to 10O% of the order without further agreement of any of the (re)insurers However a) in the event that the placement of the order is not completed by the commencement date of the period of insurance then all lines written by that date will be signed in full; b) the (re)insured may elect for the disproportionate signing of (re)insurers' lines, without further specific agreement of (re)ir.surers, providing that any such variation is made prior to the commencement date of the period of insurance. and that lines written "to stand" may not be varied without the documented agreement of those (re)insurers; c) the signed lines resulting from the application of the above provisions can be vaned, before or after the commencement date of the period of insurance by the documented agreement of the (re)insured and all (re)insurers whose lines are to be varied. The variation to the contracts will take effect only when all such (re)insurers have agreed, with the resulting variation in signed lines commencing from the date set out in that agreement Written Lines: In a co-insurance placement, following (re)insurers may, but are not obliged to follow the premium charged by the Slip Leader (Re)insurers may not seek to guarantee for themselves terms as favourable as those which others subsequently achieve during the placement y WS17 ' SEAR UK cuompmem1 Mnked 6 70� xis Market Reform Contract UUWR # 22 August 2018 EnglOuo 11815801EW0RP000118A 621 a°��....• ^ • J MIL MIIIe�- ENERGY UMR 1 POLIGY No. B0621 EWORP0001 18A Page 25 of 27 Written Lines Market Reform Contract L/UvvF 22 August 2018 EnglQuo 11815801EWORP000118A miller. ENERGY UMR I POLICY No. B0621EWORP0001IBA Written Lines SIGNED LINE Market Reform Contract 22 August 2018 EnglQuo 11815801EWORPOOD118A 621 MIL Pne 26 of 27 UUWR ENERGY UMR I POLICY No. B0621EWORP000118A 62'1 MIL Page 27 of 27 Market Reform Contract LIUWR 22 August 2018 EngMuo 11815801EWORP000118A 621 MIL Muller ENERGY UMR 1 POLICY NO. B0621 EWORP040117A Page 1 of 5 Contract Administration and Advisory Sections �i Market Reform Contract L R 22 August 2018 5 Erq/Quo 118158DIEWORP000119A 621 MIL 1lld1le:• ENERGY UIVIR I POLICY No. B0621 EWORP0001 1 7A Page 2 of 5 Subscription Agreement Slip Leader: The term 'Slip Leader' shall mean SCAR UK Limited only, regardless of the structure of the market attaching to this slip. Basis of Agreement to Lineslip Changes: Changes to be agreed by the Slip Leader only, as indicated above Agreement Parties for each insurance Bound and alterations Thereto: The Slip Leader only, as indicated above, except as outlined within the Memorandum of Understanding (MQU) as attached to B0621 EWORP000118 Rules and Extent of any Authority Delegated to The Broker: None Basis of Claims Agreement: Claims to be managed in accordance with: i] The Lloyd's Claims Scheme (Combined), or as amended or any successor thereto; ii] IUA claims agreement practices; i[i] The practices of any company{ies) electing to agree claims in respect of their own participation. Claims Agreement Parties: The Slip Leader as detailed above plus i} For Lloyd's syndicates The leading Lloyd's syndicate and, where required by the applicable Lloyd's Claims Scheme, the second Lloyd's syndicate and/or the Scheme Service Provider. For the purposes of the above The leading Lloyd's Underwriter is either the Slip Leader, if the slip Leader is a Lloyd's Underwriter or if not the first participating Lloyd's Underwriter; The second Lloyd's Underwriter is the second participating Lloyd's Underwriter. ii) Those companies acting in accordance with the IUA claims agreement practices, excepting those that may have opted out via Ili) below. iii} All other subscribing insurers that are not party to the Lloyd's/[UA claims agreement practices agree to follow the slip leader. Market Reform Contract L' 22 August 2018 Enq/Quo• 1181 5801EWORPOOOI 18A 621 MIL 1X 1ey ENERGY UIVIR / POLICY No. 80621EWORP0O0117A_ Page 3 of 5 Claims Administration: Broker to enter claim advices onto CLASS system for agreement by insurers as appropriate Where appropriate, Miller Insurance Services LLP and insurers agree that any claims hereunder (including any claims related cost)fees) may be notified and administered via ECF with any payments) processed via CLASS. Rules and Extent of any other Delegated Claims Authority: None Expert(s) Fees Collection: Miller Insurance Services LLP to collect fees Settlement Due Date: 291h November 2016 Bureaux Arrangements: Accounts to be presented by the Broker to Xchanging Ins -Sure Services Agree where settlement due date or any premium payment warranty or condition falls on a non -working day then submission may be made on the next available working day to comply with such settlement due date or premium payment warranty or condition. Where a Premium Payment Warranty or Premium Payment Condition due date is later that the Settlement Due Date, the Settlement Due Date is deemed updated to be the same as the Premium Payment Warranty or Premium Payment Condition due date. It is hereby agreed that premium and/or Claims can be agreed and collected on certified copy slips and/or copy policies. Agree to annual premium resigning, alternatively premium payable by additional premium to first year of account in respect of periods in excess of twelve months However any annual premiums to be allocated to respective years of accounts If deferred premium, Underwriters hereon agree instalments may be paid as additional premiums). Agree sign policies in multiple copies, as required for purposes designated therein. Underwriters hereon accept premium as paid to and endorsed by Miller Insurance Services LLP. Underwriters agree to accept/settle accounts at rate of exchange declared by Miller Insurance Services LLP XI Market Reform Contract L/UW 22 August 2018 Eng/Quo 11815801EWORP000118A r , -P ENERGY UMR 1 POUcy No. B0621 EWORP0001 17A Fiscal and Regulatory Tax Payable by Underwriter(s): Not Applicable Country of Origin: USA Oveseas Broker John L Wortham & Son LP Address: 2727 Alien Parkway Houston Tx 77019 USA Surplus Lines Broker: John L Wortham & Son LP Address: 2727 Allen Parkway Houston TX 77019 USA License Number: 1510 State of Filing: Texas US Classification: Surplus Lines NAIL Codes: Not Applicable. Allocation of Premium to Coding: PG 100% Allocation of Premium to Year Of Account: 2018 Regulatory Client Classification: Commercial (wholesaled through Miller Insurance Services LLP) 621 MIL Page 4 of 5 Market Reform Contract L/ 22 August 2018 Enq/Quo 11815801EWORP000118A �-4. 11x"In- Y ENERGY UMR ! POLICY No. B0621 EWORP000117A Broker Remuneration & Deductions Section Fee Payable by Client?: No Total Brokerage: 7 5% or net equivalent downwards 621 MIL Paae 5 of 5 Other Deductions from Premium: 2.5% Engineering andlor Valuation survey fees as incurred, and subject to provision of invoice xrr Market Reform Contract W 22 August 2018 ■2 EnglQuo 1181580/EWORP00011 BA May 2018 Miller Insurance Services LLP Terms of Business Agreement ("TOBA") 1. Miller Insurance Services LLP Miller 1.1 Miller Insurance Services LLP (also referred to as "Miller", "we", "us", "our", "the Partnership" or "the LLP") is an English limited liability partnership. As such it is a body corporate which has "members". Our registered address is 70 Mark Lane, London, EC3R 7NO. 1.2 We are a Lloyd's broker and are authorised and regulated by the Financial Conduct Authority (FCA) to conduct general insurance activities. This can be verified by checking the Financial Services Register on the FCA's website or by contacting the FCA by telephone on 0300 5000597, or if dialling from outside of the United Kingdom on +44 (0) 207 066 1000. You can contact us by telephone on +44 (0) 20 7488 2345 and find out more about us at www.miller-insurance.com. 2. This TOBA 2.1 This TOBA and its schedules set out the terms on which Miller agrees to act for you. You should read this document carefully, for as well as setting out the terms of our relationship it contains details of our regulatory and statutory responsibilities. 2.2 We particularly draw your attention to the following sections of the TOBA: (a) the exclusions and limitations of liability applicable to Miller, our partners and our employees, as detailed in this TOBA, including without limitation at clause 4 and Schedule A; (b) the client money disclosures at clause 9; (c) your disclosure obligations to insurers at clause 11 and (if applicable) Schedule B; (d) our remuneration arrangements at clause 14 and Schedule C; (e) the handling of conflicts at clause 15; (f) the complaints procedure at clause 17; and (g) our sanctions position at clause 20. 2.3 Please contact us immediately if there is anything in this TOBA that you disagree with or do not understand. Gl May 2018 Miller 2.4 In this TOGA, references to: (a) "insurance" and "insurers" includes reinsurance and reinsurers; (b) "your means you or, if you are an intermediary, your client(s); (c) 'partner" shall mean a member of the LLP; (d) "employee" shall mean a person (other than a partner) who is an employee, office holder, contractor or consultant of the Partnership; (e) "Data Privacy Laws means all laws that relate to data protection, privacy, the use of information relating to individuals, and or the information rights of individuals including, without limitation, the Data Protection Act 1998, the Privacy and Electronic Communication (EC Directive) Regulations 2003, the Regulation of Investigatory Powers Act 2000, the Telecommunications (lawful Business Practice) (Interception of Communications) Regulations 2000, Privacy and Electronic Communications (EC Directive) Regulations 2003, the Consumer Protection from Unfair Trading Regulations 2008, the General Data Protection Regulation ((EU) 2016/679) and any relevant national laws implementing Directives 95/46/EC, 20021581EC, 97/66/EC and 2016/679 all as amended or replaced from time to time; (f) "Directive" means the European Commission Directive 95/461EC with respect to the processing of Personal Data; (g) "Regulation" means the General Data Protection Regulation (EU) 2016/679; (h) "Data Controller', "Personal Data" "Data Processor', " Process", "Processing" and "Data Subject' shall have (until 24 May 2018) the meanings prescribed under the Directive and (from 25 May 2018) the meaning given under the Regulation; 2.5 If you instruct us to proceed with any insurance placement or to undertake any other insurance related service we will be doing so on these terms alone and they will have contractua[ effect between you and us. It is deemed that you consent to working with us based on the terms of this TOBA if, having received this TOBA, you instruct us and/or continue to do business with us. 2.6 From time to time, it may be necessary for us to amend or supersede these terms by new terms which will be communicated to you in writing. Our service to you 3.1 We will provide insurance braking services and/or insurance consultancy services ("the Services") with reasonable care and skill. In providing any insurance braking element of the Services, we will: (a) explain the main features of products and the Services we are offering to you; (b) provide you with information about any risk quoted, before it is bound; (c) place your insurance only when you instruct us to, and we wi[I advise you if we are unable to complete the placement; and (d) provide claims services to you, as further described in clause 16. May 2013 Miller 3.2 We do not offer or provide advice in relation to tax, accounting, regulatory, legal or other specialist matters (including in relation to sanctions and/or in relation to your obligations where your policy is subject to a law other than that of England and Wales) and you should take separate advice as you consider necessary regarding such matters. 3.3 We normally act as your agent when providing the Services. However, in some cases, we may act as agent of the insurer in various capacities which are explained further in clause 14.5. Clause 9 explains how client money will be held when we act as either your agent or agent of the insurer. 4. Exclusions and limitations of liability of the LLP, partners and employees 4.1 The Services are provided solely and exclusively by the Partnership, acting through its partners and employees. No partner or employee assumes any personal responsibility to you, and accordingly no partner or employee shall owe you any personal duty of care. 4.2 It is agreed and understood that no partner or employee shall be liable to you and you will not bring any claim against any partner or employee for any loss or damage howsoever arising as a consequence of the acts or omissions of such partner or employee (including negligent acts or omissions), except where such foss or damage is caused by fraud on the part of such partner or employee, or cannot otherwise be lawfully excluded. The Partnership itself shall be liable to you to the same extent as it would have been in the absence of this exclusion, and the Partnership undertakes not to rely upon any matter by way of defence if and to the extent that such matter would not have been available to it in the absence of this exclusion. 4.3 The extent to which any loss or damage will be recoverable by you from us will also be limited so as to be in proportion to our contribution to the overall fault for such loss or damage, taking into account any contributory negligence by you and any negligence by your other advisers and/or any third party responsible to you and/or liable in respect of such loss or damage. 4.4 Miller's aggregate liability for breach of contract, negligence, breach of statutory duty or other claim arising out of or in connection with this Agreement or the Services shall be limited as follows: (a) in respect of personal injury or death caused by Miller's negligence, no limit shall apply; (b) in respect of any matter where liability cannot be excluded by law, no limit shall apply; (c) in respect of any fraudulent acts (including theft or conversion) or wilful default by Miller, no limit shall apply; (d) in respect of claims other than under (a), (b) and (c) above, the total aggregate liability of Miller shall be limited to the sum of GBP 10 million; and (e) subject to (a), (b) and (c) above, in respect of the following losses: loss of revenue; loss of opportunity; loss of reputation; loss of profits; loss of anticipated savings; increased costs of doing business; or any other indirect or consequential loss, Miller will have no liability in any circumstances. 4.5 Both you and we agree that the foregoing exclusions and limitations are reasonable, based on the level of risk assumed by us in connection with the Services we provide and the fees and/or commission or brokerage earned under this TOBA. 3 May 2018 Miller 4.6 The terms of this clause 4 shall be enforceable by partners and employees. 5. Market security 5.1 We check the financial strength ratings provided by specialist agencies for each participating insurer and, based on these, we may seek your specific approval of some proposed security. We do not assess or guarantee the solvency of any insurer. 5.2 We do not accept any and you agree that we shall not have any liability to you for any unpaid amounts in respect of claims or return premiums due to you from a participating insurer who becomes insolvent or delays settlement. 6. Evidence of cover and policy documentation 6.1 We will promptly send you evidence of cover in the form of an insurance policy, a certificate of insurance, a copy of our placing slip, or an insurer or Miller produced insurance document. You should examine any insurance documents very carefully to ensure that they meet your requirements. If the documents do not meet your requirements, if you feel they are incorrect, if you do not understand them, or if you are dissatisfied with the insurance security, please advise us immediately. Otherwise, we will assume that the documentation meets your requirements. In any event, it is important for you to keep your insurance documents safe. 6.2 Unless you advise us otherwise in writing, we will treat any paper documents that you provide to us as copy documents. Such documents may ultimately be destroyed by us in accordance with our document retention policy. Please let us know if you require any further information. 6.3 Any original placing slip evidencing insurance placed by us on your behalf belongs to and remains the property of Miller. Non-payment of premium 7.1 You agree to pay all premiums and other charges on or before the due date as set out in our invoice or debit note or any evidence of cover, as applicable. 7.2 Should you or your agents fail to pay the premium or any instalment of it in full with cleared funds in the invoiced currency by the due date, the insurance contract may be cancelled by us or by insurers in accordance with any cancellation clause in the policy. 7.3 We will advise you if insurers have imposed a premium payment warranty or condition. 7.4 Where insurers have specified a premium payment warranty, they must receive the premium due by that date. If you do not think you will be able to comply with the premium warranty please contact us immediately. 7.5 Where applicable, any other party with an interest in the insurance contract will be advised of any non- payment of premium and given the opportunity to pay the outstanding amounts. May 2018 a. Currency Mille 8.1 When conducting your business we may have to convert funds to another currency in order to settle amounts due to insurers. If a repayment of funds is due to you or is requested by you after conversion, then any such repayment will be made in the currency to which the funds have been converted. Any shortfall arising from exchange differences remains your liability. 8-2 If you pay a premium in a different currency or to a bank account in a different currency from that requested, we may, at our discretion, either return the funds to you or convert the money to the required currency. In the latter case, the converted funds will be applied against the amount due with any shortfall arising from exchange differences remaining your liability. 9. Client money 9.1 We will hold premium monies received from you, and claims and return premium monies received from insurers which are due to you either: (a) as your agent; or (b) as agent of your insurers (termed "risk transfer'). 9.2 We will hold and co -mingle all premiums, claims monies and return premiums in non -statutory trust bank accounts in accordance with the FCA's Client Money rules. Where the monies are also subject to risk transfer, we have agreed with insurers that such monies will be treated as client money and that the insurers' interest in those monies are subordinated to the interests of our clients. Therefore, in the unlikely event of our failure, all monies held in our non -statutory trust bank accounts will be available to clients ahead of insurers and other creditors. As the trust bank account protects money held on either basis, we will not usually inform you on which basis we hold the money we have received from you or for you. 9.3 We are permitted, in the normal course of business, to use client money held on behalf of one party to pay another party's premium or claim or return premium. We may not use client money to pay ourselves commissions before we receive the premium. Upon receipt of premium, the commission will be retained by us. 9.4 Notwithstanding the operation of the trust bank account as described above, it is not our policy to: (a) fund premium on your behalf to insurers; or (b) fund claims to you due from insurers. However, in the event that we elect to fund premium on your behalf, you acknowledge that any funded amount, whether arising as a result of a payment by us or a deduction by you from amounts payable to us, is to be refunded to us immediately, and that for the duration of any funding, such funded amounts are not considered to be a gift from us. We reserve the right to charge interest on any such funded items from the date the funding commenced to the date of payment. 9.5 Any interest earned on your money held by us and any investment returns on any segregated designated investments will be retained by us for our own use rather than paid to you. May 2018 Mil e 9.6 We may hold separately permitted designated investments with a value at least equivalent to the money that would otherwise have been paid into the non -statutory trust account. If we do so, we are responsible for any resultant shortfall in your money held by us. 9.7 Your money will normally be deposited in client accounts with banks which have been approved by the relevant regulatory authority. In the unlikely event that the bank is not approved, it will still be held in a designated hank account. We may transfer your money to other banks or intermediaries, including those outside the UK, where the legal and regulatory regime will be different. In the event of their failure this money may be treated in a different manner. 9.8 Where you do not wish your money to be passed to a particular bank, intermediary or jurisdiction, you should tell us. 10. Warranties and subjectivities 10.1 It is very important that you familiarise yourself with all the terms of any insurance contract that you purchase. In particular, you must treat all warranties seriously and comply strictly with them. Failure to do so may entitle the insurer to decline a claim under the policy. If you are aware that you are in breach of a warranty, you should keep a record of when the breach occurred and when the breach was remedied. You should always remedy a breach as quickly as possible. If the breach is not capable of remedy, you should tell us as soon as possible. If you have any doubts or reservations, you should tell us. 10.2 A subjectivity in your insurance contract may lead to the contract being invalidated or coverage prejudiced if the subjectivity remains outstanding. It is very important that you promptly satisfy any subjectivity so that it can be removed. 11. Disclosure to the insurer 11.1 If your insurance policy is subject to the laws of England, Wales, Scotland or Northern Ireland, the duty to disclose to insurers, via us, all information which is known or ought to be known to you in the ordinary course of business and which is material to the risk will remain in force until 11 August 2016. From 12 August 2016, your duty (a) where you are a producing broker client and you act for a consumer insured, not to make a misrepresentation or (b) where you are, or act for, a non -consumer insured, to make a fair presentation of the risk, are set out in Schedule B. For us to be able to arrange insurance to meet your requirements, you and any agent acting on your behalf, must comply with the appropriate duty depending on your profile as a consumer/non-consumer insured. Please read Schedule B carefully. If you fail to comply with the appropriate duty it could result in the denial of your claim or avoidance of your insurance policy— please see further paragraph A of Schedule B. 11.2 Your duty of disclosure will be different if your policy is subject to a law other than that of England, Wales, Scotland or Northern Ireland. However, all material facts which are relevant to the risk we are placing for you should be disclosed to insurers. You agree that we shall provide the Services in reliance on the information and data provided by you. You should take care to complete claims and proposal forms or questionnaires required by insurers fully and accurately. 11.3 If you become aware that you have omitted material information, or that material information that you have supplied before your insurance policy is finalised is incorrect or has been omitted, you should tell us immediately. If you fail to comply with the applicable duty of disclosure it could result in the denial of your claim or avoidance of your insurance policy. You may wish to seek appropriate legal advice about the specific disclosure requirements of the applicable law of your insurance policy. May 2018 12. Insurance Act 2015 - contracting out Miller 12.1 This clause only applies to insurance policies which are subject to the laws of England, Wales, Scotland or Northern Ireland. 12.2 The Insurance Act 2015 allows non -consumer insureds and insurers to contract out of certain provisions. However, any "disadvantageous term" (that which puts an insured in a worse position than the default regime under the Insurance Act 2015) must meet certain "transparency requirements". 12.3 We will not provide advice in respect of any proposed contracting out of the Insurance Act 2015 unless specifically instructed by you and we agree to do so. 13. Your liability for tax 13.1 Unless there is a legal requirement for us to do so, it is your obligation to make declarations in respect of and to account for any applicable tax on all insurance transactions. 14. Remuneration 14.1 We are normally remunerated by commission or brokerage earned on insurances placed, or by a fee negotiated and agreed with you. If appropriate, and with your consent, we may receive a fee and commission/brokerage. As this remuneration is earned on placement, we will be entitled to retain it (or to receive it where unpaid) even if policies placed by us are cancelled. Where we place multi -year policies we will be entitled to retain all commission/brokerage or fees upon placement even if such policies are cancelled. 14.2 If you wish us to carry out any task beyond the Services you initially require, these will be subject to an additional fee and/or brokerage. That may include where we will incur higher costs of claims handling for significant claims. We will not impose any fees or additional charges on you without prior notification or discussion. 14.3 In a limited number of situations, it may be appropriate (and for your benefit) for us to use other parties such as wholesale brokers, excess and surplus lines brokers, underwriting managers, managing general agents or reinsurance intermediaries in the placement of your insurances. These parties may also earn and retain commissions for their role in providing products and services for you. 14.4 We may receive remuneration from premium Finance companies where insurances we place are subject to premium finance arrangements. From time to time, in advising you in relation to your insurance arrangements, we may Introduce the services of other providers who, should you elect to use their services, may agree to pay to Miller a referral fee. 14.5 We may have contracts with various insurers under which we provide certain services, such as those under binding authorities, managing general agency and lineslip arrangements (for example, providing statements of the business accepted and the issuance of certificates of insurance cover). We may also provide reinsurance broking services to insurers. We may also enter into service agreements with certain insurers, for a range of consultancy services, some of which may assist the development of insurance products for our clients. Under these arrangements we may be paid by the insurers for the services we provide to them in addition to any fees or commissions we may receive for placing your insurance cover. These arrangements are detailed further in Schedule C. 14.6 You may ask us at any time to disclose the commission we receive for placing your insurance business. May 2018 is. Conflicts Mill r 15.1 This TOGA will not prevent us from acting for other clients who may be your competitors or with whom you may have business dealings. You acknowledge and agree that this will prevent us from advising you of information which has come into our possession by virtue of us acting for another client. 15.2 In the event that we identify a conflict of interest in our providing the Services to you, we will immediately notify you and, where we are able to do so, will agree how to continue to provide the Services. 15.3 ❑uring the submission and consideration of any claim that you may have under an insurance contract, we may provide, and be separately remunerated for, limited services to your insurers. In performing these services we will always use reasonable endeavours to avoid a conflict of interest. Should we consider, however, that a conflict has arisen, then we shall take no further action on behalf of the insurer without your written approval. 16. Claims 16.1 You must carefully read the terms and conditions of your insurance contract with regard to your obligations to notify claims and/or potential claims to your insurers. You must provide us with all material information concerning such claims or potential claims in order for us to assist you to comply with the terms of your insurance contract. Failure to properly notify a claim or potential claim in a timely manner, as required by your insurance contract, may give insurers the right to avoid payment or reduce payment of your claim. 16.2 We will promptly inform you of the acceptance or denial of your claim, and in the case of any denial of a claim, we will provide to you the insurer's reasons for such denial. 16-3 We will provide a claims broking service for you as long as you remain a client of Miller. However, if you cease to be our client but request us to continue to service any claim(s) on your behalf, we reserve the right to charge a specified fee to you for such claims broking services. 17. Complaints 17.1 Our complaints procedure is available upon request. All complaints should be addressed to: Head of Compliance Miller Insurance Services LLP, 70 Mark Lane, London, EC3R 7NO 17.2 In the unlikely event that we are unable to resolve your complaint to your satisfaction, if you are eligible, you may be entitled to refer your complaint for an independent review by the Financial Ombudsman Service (FOS). The FOS is an independent service in the UK for settling disputes between customers and businesses providing Financial services. You can register your complaint and/or find more information on the FOS, including eligibility criteria, at www.riinancial-ombudsman.org.uk or by calling 0800 023 4567. May 21718 Mille 17.3 If your insurance policy has been underwritten at Lloyd's, and if you are eligible, you may also be entitled to refer your complaint to Lloyd's for its review. 17.4 If we receive a complaint from you, we will provide you with a copy of our complaint handling procedure, which will provide you with details of how we will handle your complaint, as well as details of how to refer your complaint to Lloyd's and/or the Financial Ombudsman Service. This procedure is also available upon request. 17.5 It may be the case that you are entitled to compensation through the Financial Services Compensation Scheme (FSCS) if we cannot meet our obligations. Further information about the FSCS is available from its website, www.fscs.o[g.uk. 18. Confidentiality and Data Protection 18.1 We will at all times treat all confidential information we hold about you as private and confidential and protect it in the same way we would protect our own confidential information. We will not disclose any confidential information we hold about you to others without your prior consent except: (a) in the normal course of negotiating, maintaining or renewing your insurance policies; (b) to the extent we are required to do so by law or a regulator; (c) to insurers, surveyors, loss adjustors, IT service providers, administrative support service providers, and other like persons to the extent necessary to provide our Services to you in a timely manner; (d) to loss assessors, lawyers, and other like persons to the extent necessary to enable such third parties to provide information or services you have requested; (e) to premium finance companies to the extent necessary to enable them to provide you with greater choice in making premium payments; and (f) to other group companies to the extent necessary to facilitate the effective management, administration, or operation of those businesses. 18.2 We may: (a) use any information you provide to create anonymised industry or sector -wide statistics which may be shared with third parties, on the condition that unless we have obtained your consent, information specific to you will not be revealed other than on an anonymised basis and as part of an industry or sector -wide comparison; (b) share information concerning your insurance arrangement with insurers where this is necessary to enable insurers to decide whether to participate in any arrangement made by Miller whereby participating insurers agree to automatically insure (wholly or partly) a portfolio of risks by delegating their authority to bind individual risks within such portfolio to the lead insurer or Miller; (c) share anonymised information concerning payment or settlement of your insurance claims with third parties to assist our other clients with payment, negotiation and settlement of their claims with the same or different insurers; and (d) share information about your insurance placements, which may include client names, types of policy, premium and renewal dates, with insurers to enable them to provide and improve their services to you. 18.3 If you wish, we shall be pleased to enter into a specific confidentiality agreement with you. May 2018 Miller 18.4 You and we agree to comply with the Data Privacy Laws applicable in respect of any Personal Data processed under this TOGA. If you provide us with any information which constitutes Personal data (including any sensitive Personal data), we will treat such information at all times in accordance with the Data Privacy Laws in the manner described within our privacy notice, which can be found online at: www,miller-insuran e.comfrerms-and-conditions.aspx or by clicking he and your reasonable instructions. For Personal data received from you relating to you or your clients, you agree that we shall both be joint data Controllers and the provisions of Schedule D shall apply. 18.5 It is our policy to only email information to our clients to their company email addresses, and not to personal email accounts. The security of a personal email account is less than that offered by company email addresses, which increases the risk of external unauthorised access and abuse of clients' personal, sensitive and/or confidential information. If, however, you express to us that you want to communicate with us via a personal email address, or you have initiated contact with us using a personal email address, instead of a company e-mail address, we will communicate with you via your personal email address, on the basis that we have made you aware of the increased security risk and that you will not hold Miller responsible or liable for any external or unauthorised access to any personal, sensitive andlor confidential information, as a result of using your personal email address. 19. Money laundering 191 We are obliged by UK money laundering regulations to undertake customer due diligence measures to verify the identity of clients, and to seek further information from you if you request us to make any payments to a third party. 20. Sanctions 20.1 The sanctions profile of business(es) may differ on the basis of a number of complex factors, which may include ownership, structure, control, location, the nationality of employees and domicile of the risk. We are unable in any circumstances to give advice on the applicability or implications of sanctions regimes either to you or to insurers nor can we guarantee or otherwise warrant the position of any insurer under existing or future sanctions regimes. As a consequence, you are reminded that applicable sanctions remain a matter for you and you should take such legal advice as you deem appropriate in this regard. You should inform us of any insurance requirements you have which touch upon or are linked to sanctioned territories. 20.2 We will comply with all sanctions regimes and legislation which affect us and you are advised that, where obliged by applicable sanctions or other related requirements, we may have to take certain actions which include, but may not be limited to, an inability to provide Services to you (such as placing a risk on your behalf, being unable to act for you in the performance of your policy, effecting monetary transactions in respect of risks that we have arranged for you or collecting a claim for you because funds have been frozen and are thus unavailable). We reserve the right to terminate our business relationship, in accordance with clause 22, in the event that the 'snap back' provisions of the Joint Comprehensive Plan of Action are, at any time, implemented. 20.3 We cannot be held responsible for the actions of third parties (including but not limited to banks and exchange institutions) who may have their own sanctions policy restrictions and constraints. This also includes insurers who may, as a result of sanctions, not be able to continue to provide cover to you or be able to process a claim under your policy, and, irrespective of any sanctions exclusion clause in your policy, may have to cancel or terminate your policy or be unable to settle your claim. We cannot be held liable for any funds held up by banks or other financial institutions. 10 May 2018 Miller 20,4 The applicability of the Export Control legislation to certain transactions may differ on the basis of a number of complex factors and our obligations may be different from yours depending on the nature of the insurance, structure of the product and place of incorporation of the insured or geographical cover provided. The nature of the risks insured may also have a bearing on our position and the position of other parties within the market. We cannot provide you with legal advice, however we advise that where we are required to make licence applications or notifications to undertake any other activity as a matter of law Miller will comply with applicable law. 21. Compliance 21.1 We will pay due regard to, and you agree to co-operate with us to ensure compliance with, any legislative and regulatory requirements relating to the provision of the Services. 21.2 As a consequence, Miller undertakes client due diligence and verification in order to satisfy ourselves and demonstrate that we undertake business with entities that are of good repute and are not subject to any global sanctions regimes. As such, we will ask you to provide, to us, information about your entity and your banking arrangements, which enables us to facilitate future payments to you. 21.3 We will also be obliged to verify the accuracy of your bank details, either from an independent senior officer at your firm or a mandate from your bank. This will be undertaken by the due diligence team within our Compliance department. 21.4 We will not be involved in the offering, promising or giving of any financial or other advantage to any person in breach of any law against bribery (including the Bribery Act 2010). We are required to maintain anti-corruption/bribery policies and procedures which seek to prevent corruption/bribery offences and so we may take, or omit to take, any action where reasonably necessary to comply with such policies and procedures. 21.5 Miller is compliant with the United States of America Foreign Account Tax Compliance Act 2010 (FATCA). A copy of Miller's W-81MY form is available at www.miller-insurance.com, upon request to your Miller representative or upon request to FATCA@miller-insurance.com. 21.6 If we place a US risk on your behalf, as part of our FATCA requirements, as a client of Miller you will receive a copy of the relevant FATCA documentation with each applicable risk. Miller will only place risks with insurers who have declared their compliance with the FATCA regime. 22. Termination of our Services 22.1 Whilst our wish is to retain the business and goodwill of our clients, you may terminate the Services by giving us notice in writing. Similarly, we may also terminate the Services that we provide to you by giving you notice in writing. Where notice of termination is given, such termination will take effect from the date specified in such notice. 22.2 With effect from the date of termination, we shall have no further obligation to perform any of the Services and all sums payable by you shall become due and payable. We may consider continuing to service claims on insurance contracts we have placed for you at your request, but only if we are able to do so and can agree with you an appropriate remuneration. 11 May 2018 23. Third party rights Miller 23A This TOBA is not intended to and it does not confer a benefit or remedy on any third party, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, save for the employees' and partners' right to enforce the terms of clause 4. Further, we may rescind or vary this TOBA, in accordance with its terms, as it applies to you, whether in whole or in par[ without the consent of any third party. 23.2 You agree that should we receive a request for information pursuant to the Third Party (Rights Against Insurers) Act 2010, we will be obliged to respond to that request and provide the requested information even if that information is confidential to you; this includes where you instruct us not to provide the requested information or you fail to respond to any communication between us in respect of the request. You also accept and acknowledge that we are not obliged to confirm that you are a Relevant Person (i.e. you are subject to insolvency proceedings, as more fully defined in the Third Party (Rights Against Insurers) Act 2010) or that you are liable to the third party and that we are obliged to comply with the request regardless. 24. No Joint Venture 24.1 Neither this TOGA nor any actions taken by either you or us pursuant to this TOGA will create or be construed as creating a partnership association, joint venture or other cooperative entity between you and us. 25. Language 25.1 Unless otherwise agreed with you in writing, all evidence of cover and other documentation provided to you, and any discussion with you, will be in English. Unless we have agreed otherwise with you, please ensure that any documentation and/or instructions that you provide to us are always in English. 26. Intellectual property 26.1 We shall retain all title, copyright, patents and other intellectual property rights to all methodologies and documents used in our provision of the Services to you. 27. Authority to give instructions 27.1 Unless instructed otherwise, we shall assume that all of your employees, directors and officers who give us instructions are authorised to do so and that we may act on oral instructions. 28. No Assignment or Waiver 28.1 A failure at any time by either of us to enforce any right or obligation shall not be deemed to be a continuing waiver of such right or obligation. You may not assign your rights or obligations without our prior written consent. We may assign, novate or subcontract any of the Services or any other insurance broking, insurance administration and/or insurance consulting services without your prior consent. 29. Governing law and jurisdiction 29.1 This TOGA, any associated letter/correspondence and our business relationship with you are governed by English law and are subject to the exclusive jurisdiction of the High Court in London. 12 May 2018 30, Severability Miller 30.1 If any term of this TOBA, or any part of such term, is or becomes illegal, invalid or unenforceable in any respect, then such term shall to that extent be deemed not to form part of this TOGA and the remainder of the TOGA will remain valid and enforceable. 31. Entire agreement 31.1 This TOGA, including Schedules A, B and C, and ❑, constitutes the entire agreement between both you and us with regard to our engagement and supersedes all proposals, prior discussions and representations, oral or written, between us relating to the Services. 32. Force majeure 32.1 We shall not be liable to you if we are unable to perform the Services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable. 13 May 2018 Miller Insurance Services LLP Terms of Business Agreement — Schedule A Sections applicable in special circumstances Al. To the extent that you are a broker client: Miller A1.1 Our duties are solely to you as our client, though you in turn will owe duties of care either to the ultimate policyholder or to another intermediate party. In all cases you must ensure that you have full authority to instruct us. It is your obligation to ensure that your client is aware of all the terms of any insurance policy obtained by us on your instructions. It is also your obligation to ensure that you hold and comply with all necessary licences. A1.2 You understand and agree that we do not assume a responsibility or a duty of care to the ultimate policyholder and that you undertake to explain this to the ultimate policyholder. A1.3 if your client enters into an insurance contract subject to English, Welsh, Scottish or Northern Irish law, your client will be subject to the disclosure obligations set out at Schedule B. Please read this section carefully. A2, To the extent that you are a P&I Club member requiring market cover: A2.1 When our only involvement with you is to place a marine risk that is not covered by your P&I Club, you will be our client for that purpose only. Some information and instructions will be provided to us directly by your P&I Club, and so unless they authorise us in writing to send your evidence of the insurance directly to you, we shall send it to you care of your P&I Club. It will be for you to obtain its release from your P&I Club. This will fulfil our obligations, set out elsewhere in this TOBA, to provide you with evidence of cover and policy documentation. A2.2 Although you may have limited contact with us, possibly at very short notice, you will still owe us all the duties of care set out in full in this TOGA. You should read this TOBA carefully, particularly noting your duties of disclosure and utmost good faith, and the requirements concerning premium payment, money laundering and client money. A3. To the extent that you select insurers: A3.1 If you instruct us to place all or part of a risk with a specific insurer, in addition to the conditions set out at clause 5 of this TOBA, you will be warranting that this is a lawful placement. This means that the insurer is able to underwrite the risk lawfully and that the placement complies with all applicable insurance or other regulations. A3.2 If it is not a lawful placement, then you agree that you expressly release us from any liability arising out of the placement and that you will indemnify us for any damage, expense or fines we may sustain or incur. 14 May 2018 Miller A4. To the extent that U5 direct procurement applies: A4.1 Some US states have "direct procurement" laws. These allow otherwise unauthorised insurers to provide valid cover for entities or risks domiciled in the state, and may also prescribe or limit the roles of local and out of state brokers in the placement process. A4.2 If any placement of a U5 domiciled entity or risk is presented to us as directly procured, you warrant that it is a lawful placement under such direct procurement laws. This means that the insurer is able to underwrite the risk lawfully and that the roles of local and out of state brokers in the placement process comply with all applicable insurance or other regulations. A4.3 If it is not a lawful placement, then you agree that you expressly release us from any liability arising out of the placement and that you will indemnify us for any damage, expense or fines we may sustain or incur. A4.4 We will process separately, from any other business we conduct for you, any element of a placement that falls within the scope of direct placement laws and negotiated directly with you. 15 May 2018 Miller Insurance Services LLP Terms of Business Agreement — Schedule B Miller Disclosure to the insurer — your duty (a) not to make a misrepresentation or (b) to make a fair presentation of the risk 131. Producing broker client acting for a consumer insured: Where you are procuring insurance on behalf of a consumer (that is, an individual entering into an insurance contract wholly or mainly for purposes unrelated to a trade, business or profession), you must take reasonable care not to make a misrepresentation to the insurer, This means that you must answer insurers' questions honestly, but are not obliged to disclose anything that is not expressly asked by insurers. You will be deemed to have made a misrepresentation without taking reasonable care if you deliberately, recklessly or carelessly answer insurers' specific questions incorrectly. This could result in the insurance contract being rendered void (so that there would be no cover and claims would not be paid), the terms of the insurance contract being amended, or insurers reducing any claim that is paid in proportion to the increased premium that would have been charged had the true position been known. Insurers may also have the right to recover claim payments or part of claim payments already made. 62. Where you are, or act on behalf of, a non -consumer insured: The duty to disclose to insurers, via us, all information which is known or ought to be known to you in the ordinary course of business and which is material to the risk will remain in force until 11 August 2016. From 12 August 2016, where you are procuring insurance as a non -consumer (that is, you are not an individual who is entering into an insurance contract wholly or mainly for purposes unrelated to your trade, business or profession) you, and any agent acting on your behalf, must make a fair presentation of the risk to insurers. That means you must: 82.1 disclose to insurers every material circumstance (that is, information that would inHuence the judgement of a prudent insurer in establishing the premium or determining whether to underwrite the risk and/or on what terms it will underwrite the risk) that you know or ought to know. Examples of things which may be material circumstances are: (a) special or unusual facts relating to the risk; (b) any particular concerns that led you to seek insurance cover for the risk; and (c) anything that those concerned with the class of insurance and field of activity in question would generally understand as being something that should be dealt with in a fair presentation of risks of the type in question. If there Is any doubt as to whether information is material, it should be disclosed. If you inadvertently do not disclose every circumstance, you must give the insurer sufficient information to put a prudent insurer on notice that it needs to make further enquiries in order to reveal material circumstances; 16 May 2018 Miller B2.2 make the disclosure in B2.1 in a reasonably clear and accessible way. A fair presentation need not be contained in only one document or oral presentation, but will need to be structured, indexed and signposted, as appropriate, so that your insurers can assess whether the information you have provided is sufficient for their purposes or whether they need to make further enquiries of you, via us; and B2.3 ensure that every material representation as to a matter of fact is substantially correct, and that every material representation as to a matter of expectation or belief is made in good faith. B3. For the purposes of clauses B2 above, you are expected to know or ought to know the following: B3.1 if you are an individual, what is known to you and anybody responsible for arranging your insurance; B3.2 if you are not an individual, what is known to anybody who is part of your senior management (meaning those individuals who play significant roles in the making of decisions about how the insured's activities are to be managed or organised) or anybody who is responsible for arranging your insurance (this includes anyone who participates on behalf of the insured in the process of procuring the insured's insurance both inside and outside of the insured entity (whether the individual does so as the insured's employee or agent, as an employee of the insured's agent or in any other capacity)); B3.3 whether you are an individual or not, what should reasonably have been revealed by a reasonable search of information available to you. You cannot turn a blind eye or deliberately withhold information (this may amount to a breach of the duty of fair presentation even if the insurer had sufficient information to ask questions and did not do so). The information may be held within your organisation, or by any third party (including but not limited to subsidiaries, affiliates, your insurance broker (including us), or any other person who will be covered under the insurance). If you are insuring subsidiaries, affiliates or other parties, the insurer will expect you to have included them in your enquiries and that you will inform the insurer if you have not done so. The reasonable search can be conducted by making enquiries or by any other means. We recommend that you document what searches have been undertaken and by whom to ensure that you are able to demonstrate the parameters of your search. B4. If you fail to comply with the duty of fair presentation, it could result in your insurance contract being rendered void (so that there would be no cover and your claims would not be paid), the terms of your insurance contract being amended, or insurers reducing any claim that is paid in proportion to the increased premium that would have been charged had the true position been known. Insurers may also have the right to recover claim payments or part of claim payments already made. B5. You acknowledge and agree that we will not be required to provide you or the insurer with any information that we have received from anyone including you or your agent that is not directly in connection with the particular contract of insurance we are placing for you. For the avoidance of doubt this includes: B5.1 in the case of reinsurance and where we are also the broker for the direct insurance, knowledge that we obtain in the course of placing the direct insurance; B5.2 where we place other insurances for you; and B5.3 where we are approached by more than one producing broker in respect of the same risk. 17 May 2018 Miller B6. Applicable to both consumer and non -consumer Insureds: You agree that we shall provide the Services in reliance on the information and data provided by you. You should take care to complete claims and proposal forms or questionnaires required by insurers fully and accurately and in accordance with your duty not to misrepresent if you are a producing broker client acting on behalf of a consumer or your duty to make a fair presentation of the risk if you are a non -consumer. if you become aware that relevant information that you have supplied before the contract of insurance is finalised was incorrect or has been omitted, you should tell us immediately. B7. Your duty not to make a misrepresentation or your duty to make a fair presentation, as outlined above, will arise: 137.1 Before the insurance contract is entered into: If you become aware that information that you have supplied prior to confirmation of your insurance cover was incorrect or incomplete, you should tell us immediately; and B7.2 After the insurance contract is entered into: The duty not to misrepresent for consumer insureds and to make a fair presentation for non -consumer insureds is re -imposed when there are changes or variations in cover, when the insurance contract is renewed or extended and when making a claim in respect of the subject matter of that claim. If you are aware of any changes in respect of your insurance, you should advise us immediately so that we can advise your insurers. 19 May 2018 Miller Insurance Services L.I_P Terms of Business Agreement — Schedule C Remuneration for services provided to insurers Miller As mentioned in clause 14.5, we may be paid by insurers for the services we provide to them, in addition to any fees or commissions we may receive for placing your insurance cover. These arrangements may include the following: C1. We may receive additional amounts, usually at the end of an insurer's accounting period and normally on a contract -by -contract basis, in recognition of prompt payment, and/or profitability. C2. We may operate a number of "facilities" (Binders, Lineslips, Programmes, MGAs, Panels and other arrangements) under which we undertake a number of tasks, some of which are purely for the benefit of our clients, others are services that an insurer would be expected to perform. Our remuneration may reflect this multi -beneficiary approach with a charge that covers the cost of those activities. That charge is separate to the fee or commission that we receive for placement of your insurance cover. C3. A fee for the provision to insurers of a range of consultancy services. Such services may include, without limitation: placement and claims reporting on insurers' books of business; analytics and data services; assistance with strategic and risk appetite assessment and management; business engagement and planning; and product development. The provision of these services may assist us in developing solutions which satisfy your needs. Insurers will agree that they will bear this fee as part of their operating costs and not to increase premiums payable by our clients. C4. We may develop facilities which offer underwriting capacity for specialised risks and under which we provide a range of services to participating insurers. Such a facility may include where participating insurers agree to automatically insure (wholly or partly) a portfolio of risks by delegating their authority to bind individual risks within such portfolio to the lead insurer or Miller. A separate fee is paid by such insurers for the delivery of these services to them. Insurers will agree that they will bear this fee as part of their operating costs and not to increase premiums payable by you. C5. We may add subscription market brokerage where we place business into subscription markets, to reflect increased infrastructure costs and the additional administrative, regulatory, accounting and support functions we perform in order to complete subscription market placements. C6. Unless agreed otherwise with you, we may earn additional remuneration by way of claims collecting commission on all amounts collected by us from insurers for the additional claims services provided. Claims collecting commission will be earned by us as a reflection of the level of work undertaken and additional support provided in the negotiation and settlement of a loss. 19 May 2018 IVI111er Miller Insurance Services LLP Terms of Business Agreement — Schedule D Data Protection D1. Where we are both acting as joint Data Controllers the following provisions shall apply: (a) when processing data on behalf of or for the other party, each party will ensure it does so in accordance with the written instructions of the other party; (b) each party shall comply with the Data Privacy Laws and shall not by its actor omission cause another party to breach the Data Privacy Laws; (c) each party shall, having regard to the state of technological development, take all appropriate technical, security, and organisational measures necessary or desirable in relation to the processing of Personal Data and maintain up to date records of processing activities performed which shall include the categories of processing activities performed, information on cross border data transfers and a general description of security measures implemented in respect of processed data; (d) each party shall, promptly as and when the need arises: (i) generally co-operate in good faith and with all appropriate due diligence to resolve any issue or dispute arising in respect of the relevant Personal Data; (ii) assist each other to carry out a privacy impact assessment if required; (iii) notify each other in the event it becomes aware (and no later than 48 hours after becoming aware) of any breach of the data protection laws; (e) each party shall, in respect of its personnel and subcontractors; (i) employ only personnel who have committed themselves to confidentiality or are under an obligation of confidentiality; and (ii) ensure that only personnel authorised by the relevant party to have access to the relevant Personal Data do have access to the relevant Personal Data and that no other personnel shall have access to the relevant Personal Data. (0 Each party acknowledges that any party may receive notification of a request from a Data Subject in relation to the exercise of the Data Subject's rights in respect of the relevant Personal Data under Data Privacy Laws ("Request"). (g) Upon receipt by a party of a Request under clause (f), the party to whom the Request was made shall as soon as is practicable and in any event not more than two (2) business days following the Request being made, notify the other party of the Request in writing including an appropriate copy. (h) Upon notification of a Request under clause (0, each of the parties shall promptly and without delay: (i) liaise as necessary with each other; (ii) agree such matters and take such steps as may be necessary (including without limitation the content and timing of the response to the exercise of any rights by Data Subjects); 0111 May 2018 Miller (iii) in each case in a manner that ensures that the Request is appropriately dealt within accordance with the relevant Data Controllers obligations under the Data Privacy Laws. (i) Without prejudice to the foregoing or to any other rights or remedies of the parties in the event of any breach of this clause the defaulting party undertakes to promptly to remedy any breach (or the circumstances giving rise to the breach) without charge and at no additional cost to the other party. D2. Each party shall: (a) be liable for any breaches of Data Privacy Laws caused by its own act or omission including any losses, fines, penalties, compensation payable to Data Subjects and any other remedial action necessary and additional staff training resulting from its breach of this Agreement or a breach of Data Privacy Laws; and (b) fully and effectively indemnity and keep indemnified and hold harmless the other party for any losses (including any fines, penalties, compensation payable to data subjects) suffered or incurred by the other parties as a result of a breach of this TOBA or a breach of the Data Privacy Laws by the first party, and agree to pay on demand, any and all losses incurred by or awarded against the other party as a result of any breach of this clause. D3. We will tell you if, in our opinion, your instructions may breach the Data Protection Laws. D4. You agree that we and other Miller companies may hold and process such information: (a) in order to provide the Services; (b) to facilitate the effective management, development or operation of the Miller companies; and (c) in any country— including countries outside the European Economic Area, which may not have comparable Data Privacy Laws. D5. When acting for you in a personal capacity how we will process your data as described in our privacy notice. You can find a copy here. D6. You agree that you will not provide any information which constitutes Personal Data (including any sensitive Personal Data) to us unless you have ensured that you have obtained all necessary consents and provided any required notices (in particular informing Data Subjects that their Personal Data will be anonymised and used for analysis purposes), or that you are otherwise permitted to provide such information to us, so that such information you provide to us can be lawfully used or disclosed in the manner and for the purposes anticipated by this TOBA. You will also ensure that any such information you do provide to us is relevant for such purposes, and is reliable for its intended use, accurate, complete and current. 21