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HomeMy WebLinkAboutRalph Andersen & Associates - Advice and Counsel on Compensation Study - 2025 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND RALPH ANDERSEN&ASSOCIATES THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and RALPH ANDERSEN & ASSOCIATES, a California Corporation("CONSULTANT"). NOW,THEREFORE, CITY agrees to engage CONSULTANT to perform the services set forth herein in accordance with the following terms and conditions: 1. DESCRIPTION OF SERVICES. CONSULTANT shall provide executive and professional recruitment services including, but not limited to, assistance with recruitment and selection of a City Manager as outlined in attached proposal, Exhibit"A". 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CITY and CONSULTANT.The duration of this Agreement is from the effective date through June 30, 2026. 3. COMPENSATION. The total compensation to CONSULTANT for providing the services set forth herein shall not exceed$50,000. The compensation for CONSULTANT'S work shall be based upon and not exceed the rates given in Exhibit"A" (the labor rates) without prior written authorization from CITY. Compensation rates for future recruitments, if any, shall be identified by CONSULTANT in writing prior to commencement of the recruitment. 4. PAYMENT SCHEDULE. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONSULTANT. 5. ACCEPTABILITY OF WORK. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 6. INDEPENDENT CONTRACTOR. It is agreed that CONSULTANT is an independent CONSULTANT, and all persons working for or under the direction of CONSULTANT are CONSULTANT's agents, servants, and employees, and said persons shall not be deemed agents, servants,or employees of CITY. 7. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CITY's Drug-Free Workplace requirements.Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. Standard Short Form Agreement Page 1 of 7 City of National City and Revised January 2024 Ralph Andersen&Associates Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F 8. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital status, national origin,physical handicap,or medical condition. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,including apprenticeship.The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 9. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability,loss,damages to property,injuries to,or death of any person or persons,and all claims, demands, suits,actions,proceedings,reasonable attorneys' fees,and defense costs,of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising.from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel,reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 9. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 10.1 PERS Eligibility Indemnification. If CONSULTANT's employee(s) providing services under this Agreement claims,or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS")to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONSULTANT's employees providing service under this Agreement shall not:(1) qualify for any compensation and benefit under PERS;(2)be entitled to any benefits under PERS; (3)enroll in PERS as an employee of CITY;(4)receive any employer contributions paid by CITY for PERS benefits;or(5)be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONSULTANT's employees hereby waive any claims to benefits or compensation described in this Section 10.This Section 10 applies to CONSULTANT notwithstanding any other agency, state, or federal policy,rule,regulation,law,or ordinance to the contrary. 10.2 Limitation of CITY Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and Standard Short Form Agreement Page 2 of 7 City of National City and Revised January 2024 Ralph Andersen&Associates Docusign Envelope ID 4E167C66-916C-4D1 E-9B03-E4CE9821498F CONSULTANT's officers,employees,agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave,or other fringe benefits applicable to CITY employees.The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT.The CITY shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 10.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONSULTANT, (2) any employee of CONSULTANT, or(3) any employee of CONSULTANT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 10. INSURANCE. CONSULTANT shall obtain: A. ® If checked, Professional Liability Insurance(errors and omissions) with minimum limits of$1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance,with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,work,or performance under this Agreement.The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this"project" or"location". The"project"or"location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least$1,000,000 per accident. In addition,the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,employees,and volunteers,so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty(30)days prior written notice to the CITY's Risk Manager,at the address listed in subsection G below,of cancellation or material change. Standard Short Form Agreement Page 3 of 7 City of National City and Revised January 2024 Ralph Andersen&Associates Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F F. Said policies, except for the professional liability and workers' compensation policies,shall name the CITY and its officers,agents,employees,and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. If required insurance coverage is provided on a"claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions)of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non-admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI")and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with,are filed with,and approved by the CITY's Risk Manager.If the CONSULTANT does not keep all insurance policies required by this Section 11 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self-insured retentions in excess of ten-thousand dollars ($10,000)must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 11, including limits, based on the nature of the risk, prior experience, insurer,coverage,or other special circumstances. L. If the CONSULTANT maintains broader coverage or higher limits(or both) than the minimum limits shown above,the CITY shall be entitled to the broader coverage or higher limits(or both)maintained by the CONSULTANT.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 11. TERMINATION. CITY may terminate this Agreement at any time by providing one(1)day's written notice to CONSULTANT. 12. BUSINESS LICENSE. CONSULTANT must possess or shall obtain a business license from the National City Finance Department before beginning work. 13. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4,and 1771.CONSULTANT is solely responsible to determine if state prevailing wage rates Standard Short Form Agreement Page 4 of 7 City of National City and Revised January 2024 Ralph Andersen&Associates Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 14. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday, or federal, state,or legal holiday,then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday,or federal, state,or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which,together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto,to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement,the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment&Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONSULTANT shall comply with all laws, including federal, state, and local laws,whether now in force or subsequently enacted. J. Audit. If this Agreement exceeds ten-thousand dollars($10,000),the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement,per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof.No subsequent agreement,representation,or promise made by either party hereto,or by or to an employee,officer,agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. Standard Short Form Agreement Page 5 of 7 City of National City and Revised January 2024 Ralph Andersen&Associates Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY,both the insurance provisions in Section 11 and the indemnification and hold harmless provision of Section 9 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii)each party has actively participated in the drafting,preparation and negotiation of this Agreement, (iii)each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement,or any portions hereof,or any amendments hereto. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year written below. CITY OF NATIONAL CITY RALPH ANDERSEN& ASSOCIATES (Corporation-signatures of two corporate officers required) (Partnership or Sole proprietorship-one signature) DocuSigned by: By: By: liFitattc,tr eatner10lKenschler Scott W. Huth,Interim City Manager President/CEO 6/25/2025 Date: APPROVED AS TO FORM: L9ElB . DocuSignedbB YY' Barry�hul Robert Burg City Attorney Executive Vice President 7/ b� 6/25/2025 14/Z Date: Date: CONTACT INFORMATION CITY OF NATIONAL CITY Ralph Andersen &Associates 1243 National City Boulevard 5800 Stanford Ranch Road, Suite 410 National City, CA 91950-4397 Rocklin, CA 95765 Standard Short Form Agreement Page 6 of 7 City of National City and Revised January 2024 Ralph Andersen&Associates Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F Phone: (619)336-4309 Phone: 916-630-4900 Fax: (619)336-4303 Fax: 916-630-4911 Contact: Conchita Waite Contact: Fred Wilson Title:Acting Human Resources Director Title: Project Director Dep.: Human Resources Email: fred@ralphandersen.com Email: lhernandez@nationalcityca.gov Taxpayer I.D.No.: 94-2299383 Standard Short Form Agreement Page 7 of 7 City of National City and Revised January 2024 Ralph Andersen&Associates Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F Form W�9 Request for Taxpayer Give form to the (Rev.March 2024) Identification Number and Certification requester.Do not Department of the Treasury Go to www.irs.gov/FormW9 for instructions and the latest information. send to the IRS. Internal Revenue Service Before you begin.For guidance related to the purpose of Form W-9,see Purpose of Form,below. 1 Name of entity/individual.An entry is required.(For a sole proprietor or disregarded entity,enter the owner's name on line 1,and enter the business/disregarded entity's name on line 2.) 2 Business name/disregarded entity name,if different from above. cl 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1.Check 4 Exemptions(codes apply only to c only one of the following seven boxes. certain entities,not individuals; a see instructions on page 3): o ❑ Individual/sole proprietor ❑ C corporation ❑ S corporation 0 Partnership ❑ Trust/estate ai ❑ LLC.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership) . . . . Exempt payee code(if any) a 2 Note:Check the"LLC"box above and,in the entry space,enter the appropriate code(C,S,or P)for the tax u classification of the LLC,unless it is a disregarded entity.A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax o M box for the tax classification of its owner. Compliance Act(FATCA)reporting ❑ Other(see instructions) code(if any) au 3b If on line 3a you checked"Partnership"or"Trust/estate,"or checked"LLC"and entered"P"as its tax classification, (Applies to accounts maintained and you are providing this form to a partnership,trust,or estate in which you have an ownership interest,check outside the United States.) to this box if you have any foreign partners,owners,or beneficiaries.See instructions ❑ aa)• 5 Address(number,street,and apt.or suite no.).See instructions. Requester's name and address(optional) u) 6 City,state,and ZIP code 7 List account number(s)here(optional) Part I Taxpayer Identification Number(TIN) I Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other — — entities,it is your employer identification number(EIN).If you do not have a number,see How to get a or TIN,later. Employer identification number Note:If the account is in more than one name,see the instructions for line 1.See also What Name and Number To Give the Requester for guidelines on whose number to enter. — Part II Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and,generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of �//�� Here U.S.person i(U• / Date June 16,2025 General Instructions New line 3b has been added to this form.A flow-through entity is required to complete this line to indicate that it has direct or indirect Section references are to the Internal Revenue Code unless otherwise foreign partners,owners,or beneficiaries when it provides the Form W-9 noted. to another flow-through entity in which it has an ownership interest.This Future developments.For the latest information about developments change is intended to provide a flow-through entity with information related to Form W-9 and its instructions,such as legislation enacted regarding the status of its indirect foreign partners,owners,or after they were published,go to www.irs.gov/FormW9. beneficiaries,so that it can satisfy any applicable reporting requirements.For example,a partnership that has any indirect foreign What's New partners may be required to complete Schedules K-2 and K-3.See the Partnership Instructions for Schedules K-2 and K-3(Form 1065). Line 3a has been modified to clarify how a disregarded entity completes this line.An LLC that is a disregarded entity should check the Purpose of Form appropriate box for the tax classification of its owner.Otherwise,it should check the"LLC"box and enter its appropriate tax classification. An individual or entity(Form W-9 requester)who is required to file an information return with the IRS is giving you this form because they Cat.No.10231X Form W-9(Rev.3-2024) Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F Form W-9(Rev.3-2024) Page 2 must obtain your correct taxpayer identification number(TIN),which Foreign person.If you are a foreign person or the U.S.branch of a may be your social security number(SSN),individual taxpayer foreign bank that has elected to be treated as a U.S.person(under identification number(ITIN),adoption taxpayer identification number Regulations section 1.1441-1(b)(2)(iv)or other applicable section for (ATIN),or employer identification number(EIN),to report on an chapter 3 or 4 purposes),do not use Form W-9.Instead,use the information return the amount paid to you,or other amount reportable appropriate Form W-8 or Form 8233(see Pub.515).If you are a on an information return.Examples of information returns include,but qualified foreign pension fund under Regulations section 1.897(I)-1(d),or are not limited to,the following. a partnership that is wholly owned by qualified foreign pension funds, •Form 1099-INT(interest earned or paid). that is treated as a non-foreign person for purposes of section 1445 withholding,do not use Form W-9.Instead,use Form W-8EXP(or other •Form 1099-DIV(dividends,including those from stocks or mutual certification of non-foreign status). funds). Nonresident alien who becomes a resident alien.Generally,only a •Form 1099-MISC(various types of income,prizes,awards,or gross nonresident alien individual may use the terms of a tax treaty to reduce proceeds). or eliminate U.S.tax on certain types of income.However,most tax •Form 1099-NEC(nonemployee compensation). treaties contain a provision known as a saving clause.Exceptions •Form 1099-B(stock or mutual fund sales and certain other specified in the saving clause may permit an exemption from tax to transactions by brokers). continue for certain types of income even after the payee has otherwise •Form 1099-S(proceeds from real estate transactions). become a U.S.resident alien for tax purposes. If you are a U.S.resident alien who is relying on an exception •Form 1099-K(merchant card and third party network transactions). contained in the saving clause of a tax treaty to claim an exemption •Form 1098(home mortgage interest), 1098-E(student loan interest), from U.S.tax on certain types of income,you must attach a statement and 1098-T(tuition). to Form W-9 that specifies the following five items. •Form 1099-C(canceled debt). 1.The treaty country.Generally,this must be the same treaty under •Form 1099-A(acquisition or abandonment of secured property). which you claimed exemption from tax as a nonresident alien. Use Form W-9 only if you are a U.S.person(including a resident 2.The treaty article addressing the income. alien),to provide your correct TIN. 3.The article number(or location)in the tax treaty that contains the Caution:If you don't return Form W-9 to the requester with a TIN,you saving clause and its exceptions. might be subject to backup withholding.See What is backup 4.The type and amount of income that qualifies for the exemption withholding,later. from tax. By signing the filled-out form,you: 5.Sufficient facts to justify the exemption from tax under the terms of 1.Certify that the TIN you are giving is correct(or you are waiting for a the treaty article. number to be issued); Example.Article 20 of the U.S.-China income tax treaty allows an 2.Certify that you are not subject to backup withholding;or exemption from tax for scholarship income received by a Chinese student temporarily present in the United States.Under U.S.law,this 3.Claim exemption from backup withholding if you are a U.S.exempt student will become a resident alien for tax purposes if their stay in the payee;and United States exceeds 5 calendar years.However,paragraph 2 of the 4.Certify to your non-foreign status for purposes of withholding under first Protocol to the U.S.-China treaty(dated April 30, 1984)allows the chapter 3 or 4 of the Code(if applicable);and provisions of Article 20 to continue to apply even after the Chinese 5.Certify that FATCA code(s)entered on this form(if any)indicating student becomes a resident alien of the United States.A Chinese that you are exempt from the FATCA reporting is correct.See What Is student who qualifies for this exception(under paragraph 2 of the first FATCA Reporting,later,for further information. Protocol)and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a Note:If you are a U.S.person and a requester gives you a form other statement that includes the information described above to support that than Form W-9 to request your TIN,you must use the requester's form if exemption. it is substantially similar to this Form W-9. Definition of a U.S.person.For federal tax purposes,you are If you are a nonresident alien or a foreign entity,give the requester the p p appropriate completed Form W-8 or Form 8233. considered a U.S.person if you are: •An individual who is a U.S.citizen or U.S.resident alien; Backup Withholding •A partnership,corporation,company,or association created or What is backup withholding?Persons making certain payments to you organized in the United States or under the laws of the United States; must under certain conditions withhold and pay to the IRS 24%of such •An estate(other than a foreign estate);or payments.This is called"backup withholding."Payments that may be •A domestic trust(as defined in Regulations section 301.7701 7). subject to backup withholding include,but are not limited to,interest, tax-exempt interest,dividends,broker and barter exchange Establishing U.S.status for purposes of chapter 3 and chapter 4 transactions,rents,royalties,nonemployee pay,payments made in withholding.Payments made to foreign persons,including certain settlement of payment card and third-party network transactions,and distributions,allocations of income,or transfers of sales proceeds,may certain payments from fishing boat operators.Real estate transactions be subject to withholding under chapter 3 or chapter 4 of the Code are not subject to backup withholding. (sections 1441-1474).Under those rules,if a Form W-9 or other You will not be subject to backup withholding on payments you receive certification of non-foreign status has not been received,a withholding if you give the requester your correct TIN,make the proper certifications, agent,transferee,or partnership(payor)generally applies presumption and report all your taxable interest and dividends on your tax return. rules that may require the payor to withhold applicable tax from the recipient,owner,transferor,or partner(payee).See Pub.515, Payments you receive will be subject to backup withholding if: Withholding of Tax on Nonresident Aliens and Foreign Entities. 1.You do not furnish your TIN to the requester; The following persons must provide Form W-9 to the payor for 2.You do not certify your TIN when required(see the instructions for purposes of establishing its non-foreign status. Part II for details); •In the case of a disregarded entity with a U.S.owner,the U.S.owner 3.The IRS tells the requester that you furnished an incorrect TIN; of the disregarded entity and not the disregarded entity. 4.The IRS tells you that you are subject to backup withholding •In the case of a grantor trust with a U.S.grantor or other U.S.owner, because you did not report all your interest and dividends on your tax generally,the U.S.grantor or other U.S.owner of the grantor trust and return(for reportable interest and dividends only);or not the grantor trust. 5.You do not certify to the requester that you are not subject to •In the case of a U.S.trust(other than a grantor trust),the U.S.trust backup withholding,as described in item 4 under"By signing the filled- and not the beneficiaries of the trust. out form"above(for reportable interest and dividend accounts opened See Pub.515 for more information on providing a Form W-9 or a after 1983 only). certification of non-foreign status to avoid withholding. Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F Form W-9(Rev.3-2024) Page 3 Certain payees and payments are exempt from backup withholding. example,if a foreign LLC that is treated as a disregarded entity for U.S. See Exempt payee code,later,and the separate Instructions for the federal tax purposes has a single owner that is a U.S.person,the U.S. Requester of Form W-9 for more information. owner's name is required to be provided on line 1.If the direct owner of See also Establishing U.S.status for purposes of chapter 3 and the entity is also a disregarded entity,enter the first owner that is not chapter 4 withholding,earlier. disregarded for federal tax purposes.Enter the disregarded entity's name on line 2.If the owner of the disregarded entity is a foreign person, What Is FATCA Reporting? the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S.TIN. The Foreign Account Tax Compliance Act(FATCA)requires a participating foreign financial institution to report all U.S.account Line 2 holders that are specified U.S.persons.Certain payees are exempt from If you have a business name,trade name,DBA name,or disregarded FATCA reporting.See Exemption from FATCA reporting code,later,and entity name,enter it on line 2. the Instructions for the Requester of Form W-9 for more information. Line 3a Updating Your Information Check the appropriate box on line 3a for the U.S.federal tax You must provide updated information to any person to whom you classification of the person whose name is entered on line 1.Check only claimed to be an exempt payee if you are no longer an exempt payee one box on line 3a. and anticipate receiving reportable payments in the future from this IF the entity/individual on line 1 THEN check the box for... person.For example,you may need to provide updated information if you are a C corporation that elects to be an S corporation,or if you are is a(n)... no longer tax exempt.In addition,you must furnish a new Form W-9 if • Corporation Corporation. the name or TIN changes for the account,for example,if the grantor of a • Individual or Individual/sole proprietor. grantor trust dies. • Sole proprietorship Penalties • LLC classified as a partnership Limited liability company and Failure to furnish TIN.If you fail to furnish your correct TIN to a for U.S.federal tax purposes or enter the appropriate tax requester,you are subject to a penalty of$50 for each such failure • LLC that has filed Form 8832 or classification: unless your failure is due to reasonable cause and not to willful neglect. 2553 electing to be taxed as a P=Partnership, Civil penalty for false information with respect to withholding.If you corporation C=C corporation,or make a false statement with no reasonable basis that results in no S=S corporation. backup withholding,you are subject to a$500 penalty. • Partnership Partnership. Criminal penalty for falsifying information.Willfully falsifying • Trust/estate Trust/estate. certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Line 3b Misuse of TINs.If the requester discloses or uses TINs in violation of Check this box if you are a partnership(including an LLC classified as a federal law,the requester may be subject to civil and criminal penalties. partnership for U.S.federal tax purposes),trust,or estate that has any foreign partners,owners,or beneficiaries,and you are providing this Specific Instructions form to a partnership,trust,or estate,in which you have an ownership interest.You must check the box on line 3b if you receive a Form W-8 Line 1 (or documentary evidence)from any partner,owner,or beneficiary establishing foreign status or if you receive a Form W-9 from any You must enter one of the following on this line;do not leave this line partner,owner,or beneficiary that has checked the box on line 3b. blank.The name should match the name on your tax return. Note:A partnership that provides a Form W-9 and checks box 3b may If this Form W-9 is for a joint account(other than an account be required to complete Schedules K-2 and K-3(Form 1065).For more maintained by a foreign financial institution(FFI)),list first,and then information,see the Partnership Instructions for Schedules K-2 and K-3 circle,the name of the person or entity whose number you entered in (Form 1065). Part I of Form W-9.If you are providing Form W-9 to an FFI to document a joint account,each holder of the account that is a U.S.person must If you are required to complete line 3b but fail to do so,you may not provide a Form W-9. receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or •Individual.Generally,enter the name shown on your tax return.If you beneficiaries.See,for example,sections 6698,6722,and 6724 for have changed your last name without informing the Social Security penalties that may apply. Administration(SSA)of the name change,enter your first name,the last name as shown on your social security card,and your new last name. Line 4 Exemptions Note for ITIN applicant Enter your individual name as it was entered If you are exempt from backup withholding and/or FATCA reporting, on your Form W-7 application,line 1 a.This should also be the same as enter in the appropriate space on line 4 any code(s)that may apply to the name you entered on the Form 1040 you filed with your application. you. •Sole proprietor.Enter your individual name as shown on your Form Exempt payee code. 1040 on line 1.Enter your business,trade,or"doing business as"(DBA) • Generally,individuals(including sole proprietors)are not exempt from name on line 2. backup withholding. •Partnership,C corporation,S corporation,or LLC,other than a • Except as provided below,corporations are exempt from backup disregarded entity.Enter the entity's name as shown on the entity's tax withholding for certain payments,including interest and dividends. return on line 1 and any business,trade,or DBA name on line 2. • Corporations are not exempt from backup withholding for payments •Other entities.Enter your name as shown on required U.S.federal tax documents on line 1.This name should match the name shown on the made in settlement of payment card or third party network transactions. charter or other legal document creating the entity.Enter any business, • Corporations are not exempt from backup withholding with respect to trade,or DBA name on line 2. attorneys'fees or gross proceeds paid to attorneys,and corporations •Disregarded entity.In general,a business entity that has a single that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. owner,including an LLC,and is not a corporation,is disregarded as an entity separate from its owner(a disregarded entity).See Regulations The following codes identify payees that are exempt from backup section 301.7701-2(c)(2).A disregarded entity should check the withholding.Enter the appropriate code in the space on line 4. appropriate box for the tax classification of its owner.Enter the owner's 1—An organization exempt from tax under section 501(a),any IRA,or name on line 1.The name of the owner entered on line 1 should never a custodial account under section 403(b)(7)if the account satisfies the be a disregarded entity.The name on line 1 should be the name shown requirements of section 401(f)(2). on the income tax return on which the income should be reported.For Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F Form W-9(Rev.3-2024) Page 4 2—The United States or any of its agencies or instrumentalities. F—A dealer in securities,commodities,or derivative financial 3—A state,the District of Columbia,a U.S.commonwealth or territory, instruments(including notional principal contracts,futures,forwards, or any of their political subdivisions or instrumentalities. and options)that is registered as such under the laws of the United States or any state. 4—A foreign government or any of its political subdivisions,agencies, or instrumentalities. G—A real estate investment trust. 5—A corporation. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment 6—A dealer in securities or commodities required to register in the Company Act of 1940. United States,the District of Columbia,or a U.S.commonwealth or territory. I—A common trust fund as defined in section 584(a). 7—A futures commission merchant registered with the Commodity J—A bank as defined in section 581. Futures Trading Commission. K—A broker. 8—A real estate investment trust. L—A trust exempt from tax under section 664 or described in section 9—An entity registered at all times during the tax year under the 4947(a)(1). Investment Company Act of 1940. M—A tax-exempt trust under a section 403(b)plan or section 457(g) 10—A common trust fund operated by a bank under section 584(a). plan. 11—A financial institution as defined under section 581. Note:You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee 12—A middleman known in the investment community as a nominee or code should be completed. custodian. 13—A trust exempt from tax under section 664 or described in section Line 5 4947. Enter your address(number,street,and apartment or suite number). The following chart shows types of payments that may be exempt This is where the requester of this Form W-9 will mail your information from backup withholding.The chart applies to the exempt payees listed returns.If this address differs from the one the requester already has on above,1 through 13. file,enter"NEW"at the top.If a new address is provided,there is still a chance the old address will be used until the payor changes your IF the payment is for... THEN the payment is exempt address in their records. for... • Interest and dividend payments All exempt payees except Line 6 for 7. Enter your city,state,and ZIP code. • Broker transactions Exempt payees 1 through 4 and 6 Part I. Taxpayer Identification Number (TIN) through 11 and all C corporations. S corporations must not enter an Enter your TIN in the appropriate box.If you are a resident alien and exempt payee code because they you do not have,and are not eligible to get,an SSN,your TIN is your are exempt only for sales of IRS ITIN.Enter it in the entry space for the Social security number.If you noncovered securities acquired do not have an ITIN,see How to get a TIN below. prior to 2012. If you are a sole proprietor and you have an EIN,you may enter either • Barter exchange transactions Exempt payees 1 through 4. your SSN or EIN. and patronage dividends If you are a single-member LLC that is disregarded as an entity • Payments over$600 required to Generally,exempt payees separate from its owner,enter the owner's SSN(or EIN,if the owner has be reported and direct sales over 1 through 52 one).If the LLC is classified as a corporation or partnership,enter the $5,0001 entity's EIN. • Payments made in settlement of Exempt payees 1 through 4. Note:See What Name and Number To Give the Requester,later,for payment card or third party further clarification of name and TIN combinations. network transactions How to get a TIN.If you do not have a TIN,apply for one immediately. 1 See Form 1099-MISC,Miscellaneous Information,and its instructions. To apply for an SSN,get Form SS 5,Application for a Social Security Card,from your local SSA office or get this form online at 2 However,the following payments made to a corporation and www.SSA.gov.You may also get this form by calling 800-772-1213.Use reportable on Form 1099-MISC are not exempt from backup Form W-7,Application for IRS Individual Taxpayer Identification withholding:medical and health care payments,attorneys'fees,gross Number,to apply for an ITIN,or Form SS-4,Application for Employer proceeds paid to an attorney reportable under section 6045(f),and Identification Number,to apply for an EIN.You can apply for an EIN payments for services paid by a federal executive agency. online by accessing the IRS website at www.irs.gov/EIN.Go to Exemption from FATCA reporting code.The following codes identify www.irs.gov/Forms to view,download,or print Form W-7 and/or Form payees that are exempt from reporting under FATCA.These codes SS-4.Or,you can go to www.irs.gov/OrderForms to place an order and apply to persons submitting this form for accounts maintained outside have Form W-7 and/or Form SS-4 mailed to you within 15 business of the United States by certain foreign financial institutions.Therefore,if days. you are only submitting this form for an account you hold in the United If you are asked to complete Form W-9 but do not have a TIN,apply States,you may leave this field blank.Consult with the person for a TIN and enter"Applied For"in the space for the TIN,sign and date requesting this form if you are uncertain if the financial institution is the form,and give it to the requester.For interest and dividend subject to these requirements.A requester may indicate that a code is payments,and certain payments made with respect to readily tradable not required by providing you with a Form W-9 with"Not Applicable"(or instruments,you will generally have 60 days to get a TIN and give it to any similar indication)entered on the line for a FATCA exemption code. the requester before you are subject to backup withholding on A—An organization exempt from tax under section 501(a)or any payments.The 60-day rule does not apply to other types of payments. individual retirement plan as defined in section 7701(a)(37). You will be subject to backup withholding on all such payments until B—The United States or any of its agencies or instrumentalities. you provide your TIN to the requester. C—A state,the District of Columbia,a U.S.commonwealth or Note:Entering"Applied For"means that you have already applied for a territory,or any of their political subdivisions or instrumentalities. TIN or that you intend to apply for one soon.See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding,earlier,for D—A corporation the stock of which is regularly traded on one or when you may instead be subject to withholding under chapter 3 or 4 of more established securities markets,as described in Regulations the Code. section 1.1472-1(c)(1)(i). Caution:A disregarded U.S.entity that has a foreign owner must use E—A corporation that is a member of the same expanded affiliated the appropriate Form W-8. group as a corporation described in Regulations section 1.1472-1(c)(1)(i). Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F Form W-9(Rev.3-2024) Page 5 Part II. Certification For this type of account: Give name and EIN of: To establish to the withholding agent that you are a U.S.person,or 8.Disregarded entity not owned by an The owner resident alien,sign Form W-9.You may be requested to sign by the individual withholding agent even if item 1,4,or 5 below indicates otherwise. 9.A valid trust,estate,or pension trust Legal entity' For a joint account,only the person whose TIN is shown in Part I 10.Corporation or LLC electing corporate The corporation should sign(when required).In the case of a disregarded entity,the status on Form 8832 or Form 2553 person identified on line 1 must sign.Exempt payees,see Exempt payee 11.Association,club,religious,charitable, The organization code,earlier. educational,or other tax-exempt Signature requirements.Complete the certification as indicated in organization items 1 through 5 below. 12.Partnership or multi-member LLC The partnership 1.Interest,dividend,and barter exchange accounts opened 13.A broker or registered nominee The broker or nominee before 1984 and broker accounts considered active during 1983. 14.Account with the Department of The public entity You must give your correct TIN,but you do not have to sign the Agriculture in the name of a public certification. entity(such as a state or local government,school district,or prison) 2.Interest,dividend,broker,and barter exchange accounts that receives agricultural program opened after 1983 and broker accounts considered inactive during payments 1983.You must sign the certification or backup withholding will apply.If 15.Grantor trust filing Form 1041 or The trust you are subject to backup withholding and you are merely providing under the Optional Filing Method 2, your correct TIN to the requester,you must cross out item 2 in the requiring Form 1099(see Regulations certification before signing the form. section 1.671-4(b)(2)(i)(B))** 3.Real estate transactions.You must sign the certification.You may List first and circle the name of the person whose number you furnish. cross out item 2 of the certification. If only one person on a joint account has an SSN,that person's number 4.Other payments.You must give your correct TIN,but you do not must be furnished. have to sign the certification unless you have been notified that you 2 have previously given an incorrect TIN."Other payments"include Circle the minor's name and furnish the minor's SSN. payments made in the course of the requester's trade or business for 3You must show your individual name on line 1,and enter your business rents,royalties,goods(other than bills for merchandise),medical and or DBA name,if any,on line 2.You may use either your SSN or EIN(if health care services(including payments to corporations),payments to you have one),but the IRS encourages you to use your SSN. a nonemployee for services,payments made in settlement of payment 'List first and circle the name of the trust,estate,or pension trust.(Do card and third-party network transactions,payments to certain fishing not furnish the TIN of the personal representative or trustee unless the boat crew members and fishermen,and gross proceeds paid to legal entity itself is not designated in the account title.) attorneys(including payments to corporations). *Note:The grantor must also provide a Form W-9 to the trustee of the 5.Mortgage interest paid by you,acquisition or abandonment of trust. secured property,cancellation of debt,qualified tuition program **For more information on optional filing methods for grantor trusts,see payments(under section 529),ABLE accounts(under section 529A), **the r more ons for Form 1 op1. IRA,Coverdell ESA,Archer MSA or HSA contributions or distributions,and pension distributions.You must give your correct Note:If no name is circled when more than one name is listed,the TIN,but you do not have to sign the certification. number will be considered to be that of the first name listed. What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information, 1.Individual The individual such as your name,SSN,or other identifying information,without your 2.Two or more individuals(joint account) The actual owner of the account or, permission to commit fraud or other crimes.An identity thief may use other than an account maintained by if combined funds,the first individual your SSN to get a job or may file a tax return using your SSN to receive an FFI on the account1 a refund. 3.Two or more U.S.persons Each holder of the account To reduce your risk: (joint account maintained by an FFI) •Protect your SSN, 4.Custodial account of a minor The minor2 •Ensure your employer is protecting your SSN,and (Uniform Gift to Minors Act) •Be careful when choosing a tax return preparer. 5.a.The usual revocable savings trust The grantor-trustee1 (grantor is also trustee) If your tax records are affected by identity theft and you receive a b.So-called trust account that is not The actual owner notice from the IRS,respond right away to the name and phone number printed on the IRS notice or letter. a legal or valid trust under state law 6.Sole proprietorship or disregarded The owner' If your tax records are not currently affected by identity theft but you entity owned by an individual think you are at risk due to a lost or stolen purse or wallet,questionable a The grantor* credit card activity,or a questionable credit report,contact the IRS 7.Grantor trust filing under Filing trust (see Regulationsr Optional Identity Theft Hotline at 800-908-4490 or submit Form 14039. section 1.671-4(b)(2)(i)(A))** For more information,see Pub.5027,Identity Theft Information for Taxpayers. Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F Form W-9(Rev.3-2024) Page 6 Victims of identity theft who are experiencing economic harm or a Privacy Act Notice systemic problem,or are seeking help in resolving tax problems that have not been resolved through normal channels,may be eligible for Section 6109 of the Internal Revenue Code requires you to provide your Taxpayer Advocate Service(TAS)assistance.You can reach TAS by correct TIN to persons(including federal agencies)who are required to calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD file information returns with the IRS to report interest,dividends,or 800-829-4059. certain other income paid to you;mortgage interest you paid;the Protect yourself from suspicious emails or phishing schemes. acquisition or abandonment of secured property;the cancellation of Phishing is the creation and use of email and websites designed to debt;nsno collectingcontributions this you umsese toh information IRA,Archer ontheSA,form tofi The mimic legitimate business emails and websites.The most common act person returnsn this formthe uses the tho file is sending an email to a user falsely claiming to be an established information uses of t with mtionIRS include reporting the above information.Department legitimate enterprise in an attempt to scam the user into surrendering JusticRoutine r civil this information t olude giving it cities,to states,the of private information that will be used for identity theft. Columbia,fara U.Snd criminal litigation and to oie o the District of and U.S.commonwealths and territories for use in The IRS does not initiate contacts with taxpayers via emails.Also,the administering their laws.The information may also be disclosed to other IRS does not request personal detailed information through email or ask countries under a treaty,to federal and state agencies to enforce civil taxpayers for the PIN numbers,passwords,or similar secret access and criminal laws,or to federal law enforcement and intelligence information for their credit card,bank,or other financial accounts. agencies to combat terrorism.You must provide your TIN whether or not If you receive an unsolicited email claiming to be from the IRS, you are required to file a tax return.Under section 3406,payors must forward this message to phishing@irs.gov.You may also report misuse generally withhold a percentage of taxable interest,dividends,and of the IRS name,logo,or other IRS property to the Treasury Inspector certain other payments to a payee who does not give a TIN to the payor. General for Tax Administration(TIGTA)at 800-366-4484.You can Certain penalties may also apply for providing false or fraudulent forward suspicious emails to the Federal Trade Commission at information. spam@uce.gov or report them at www.ftc.gov/complaint.You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(877-438-4338). If you have been the victim of identity theft,see www.IdentityTheft.gov and Pub.5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F ACCCOR[J►® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/07/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 916-387-6800 888-250-8403 CONTACT Amber Starr-Nishita Ice Insurance Agency, LLC n/CC.Nrio.Extt: 916-387-6800 (AA/C,No):888-250-8403 PO Box 340338 Al oeess:info@iceins.com Sacramento, CA 95834 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Sentinel Insurance Company LTD 11000 INSURED 916-360-4900 INSURER B: Hartford Casualty Insurance Comapny 29424 Ralph Andersen &Associates INSURERC: Philadelphia Indemnity Insurance Company 18058 5800 Stanford Ranch Rd#410 INSURER D: Rocklin, CA 95765 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) ✓ COMMERCIAL GENERAL LIABILITY V V EACH OCCURRENCE $2,000,000 A CLAIMS-MADE ✓ OCCUR DAMAGE RENTED PREMISES O(Ea occurrence) $ 1,000,000 57SBABF6SEK 11/10/2024 11/10/2025 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $2,000,000 GENII AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 ✓ POLICY JECT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY V V 57SBABF6SEK 11/10/2024 11/10/2025 TaaBcldeDtsINGLELIMIT $2,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED I— SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS ✓ HIRED ✓ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB V OCCUR 57SBABF6SEK 11/10/2024 11/10/2025 EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED V RETENTION$ 10,000 $ WORKERS COMPENSATION PER✓ STATUTE ERH AND EMPLOYERS'LIABILITY Y/N 57WECAC2M9V 11/10/2024 11/10/2025 B ANYP ER/MEMBER EXCLUDED?ECUTIVE Y N/A ✓ E.L.EACH ACCIDENT $ 1,000,000 OFFI(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Errors&Omissions PHSD1837577 11/10/2024 11/10/2025 2,000,000/2,000,000 $50,000.00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Refer to attached policy language and endorsements for conveyance of any coverage related to additional insured, waiver subrogation, primary/non-contributory, cancellation notice, etc., as required by written contract CERTIFICATE HOLDER Phone : Fax: CANCELLATION City of National City 1243 National City Blvd SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN National City,CA 91950 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE A ? a A — Wft/t+6 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID.4E167C66-916C-4D1E-9B03-E4CE9821498F IMPORTANT NOTICE ABOUT HOLD HARMLESS AND INDEMNIFICATION AGREEMENTS While insurance policies may respond to certain contractual assumption of liability or responsibility (Hold Harmless/Indemnification Agreements/Clauses), such policies are not broad enough to transfer or fund all assumed exposures. In addition, insurance policies have monetary limits that apply to covered claims. Please consult a qualified attorney for advice on Hold Harmless/Indemnification Agreements/Clauses. Our practice is limited to insurance specific areas. Our receipt of hold harmless/indemnification agreements and issuance of certificates of insurance is not validation that all conditions of the hold harmless/indemnification agreement have been met. Most assumption of risk agreements/clauses are broader than the terms and conditions of insurance policies and we are not responsbile for any dispute,claims,losses,lawsuits,etc.,which may result between the insured and the certificate holder,and not covered by the insurance policy or policies indicated on the Certificate of Insurance.Acceptance of the Certificate of Insurance constitutes agreement and understanding of the aformentioned by all parties. IMPORTANT NOTICE ABOUT AUTOMATIC STATUS ADDITIONAL INSUREDS/WAIVERS The certificate of insurance may represent that Additional Insured&/or Waiver status is included when required by written contract. In order for Additional Insured&/or Waiver status to be triggered in this case,there must be a written and executed contract between the insured and the person(s)or organization(s) for which Additional Insured&/or Waiver status is required. Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other If notice is mailed, proof of mailing to the last known than for non-payment of premium, notice of such mailing address of the certificate holder(s) on file with cancellation will be provided at least thirty (30) days the agent of record or the Company will be sufficient in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing addresses on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s) who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011,The Hartford Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F „ft THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 57 WEC AC2M9V Endorsement Number: Effective Date: 11/10/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: RALPH ANDERSEN &ASSOCIATES 5800 STANFORD RANCH RD STE 410 ROCKLIN CA 95765 This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions: mailing address of the certificate holder(s) on file with A. If this policy is cancelled by the Company, other than the agent of record or the Company will be sufficient for non-payment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30) days Any notification rights provided by this endorsement in advance of the cancellation effective date to the apply only to active certificate holder(s)who were issued certificate holder(s) with mailing addresses on file a certificate of insurance applicable to this policy's term. with the agent of record or the Company. Failure to provide such notice to the certificate holder(s) B. If this policy is cancelled by the Company for will not amend or extend the date the cancellation non-payment of premium, or by the insured, notice becomes effective, nor will it negate cancellation of the of such cancellation will be provided within ten (10) policy. Failure to send notice shall impose no liability of days of the cancellation effective date to the any kind upon the Company or its agents or certificate holder(s) with mailing addresses on file representatives. with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. Process Date: 10/01/23 Policy Expiration Date: 11/10/24 ©2011, The Hartford Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F • BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and"our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee"authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance;and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence"or claim: (1) Reports all, or any part, of the "bodily (1) To "bodily injury" and "property "property or damage" to us or damage"only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005,The Hartford Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage";or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices;and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an"occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability Coverage for"bodily injury" applies. We (b) You are not engaged in the business not have to furnish these bonds. or occupation of providing such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent;or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident;and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements;or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee;and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit"; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property;or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with (1) "Bodilyinjury"or"property damage";or respect to coordinating other In fry g applicable insurance available (2) "Personal and advertising injury" to the indemnitee;and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (I) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement;or Form SS 00 08 04 05 Page 3 of 24 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business,or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract",and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any c. Liquor Liabilitytime owned or occupied by, or 9 rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury"if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol;or cool or dehumidify the building, or equipment that is used to (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only if you are in the business of manufacturing, distributing, (ii) "Bodily injury" or selling, serving or furnishing alcoholic damage"ldfoorrwhich youproperty beverages. held liable, if youuare a may be contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured;or than that additional insured;or Page 4 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor;or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured;or damage" arising out of heat, smoke fumes from a (ii) Any person or organization for whom you may be legally "hostile fire"; or responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of,"pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand,order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants";or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents;or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long;and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment";or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired,chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether pp removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D.-Limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs(3) and (4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs(3) and (4)of this exclusion do Paragraphs(4) and (5)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically injured, arising out of: which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work";or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others;or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by itself, is not considered the business (1) Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with knowledge of its falsity; (9) Arising out of an electronic chat room or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control; publication took place before the beginning of the policy period; (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; persons right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site;or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity;or content on your web site; Page 8 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities;or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the"asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an"asbestos hazard";or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment;or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law;or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above;or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with respect to liability arising out of the operation as a named insured does not apply to injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality;or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you;or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought;or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all orpart of anypayment, defend the insured against any"suit" if anyg P Y 9 including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured-Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations;or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises;or performed by or on behalf of such person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality;or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed operations" hazard. or relabeled or used as a container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor;or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs(d)or(f);or provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the "products-completed operations hazard". adjustments, tests or servicing ab. The insurance afforded to the vendor is the vendor has agreedto make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured—Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s);or (5) Newspaper; (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement"does not include: "products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products;or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications;or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness;or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a.above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. —Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement;or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, provided " jury" or " prty "Employee" does not include a "temporary damage" she causedllYnlwhole or inpro pateby worker". you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient,inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications;or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage;or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment;or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a"temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing;or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto"to the place where it is workers;and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement";or insured;or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it;or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work" except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession;or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent;or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work";and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and Page 24 of 24 Form SS 00 08 04 05 Docusign Envelope ID:4E167C66-916C-4D1 E-9B03-E4CE9821498F s. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - DEFINITION OF INSURED CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Paragraph f. of the definition of "insured contract" in the Liability And Medical Expenses Definitions Section is replaced by the following: f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds,tunnel, underpass or crossing. However, Paragraph f.does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports surveys, field orders, change orders, designs or drawings and specifications;or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage;or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. Form SS 41 63 06 11 Page 1 of 1 ©2011,The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F 4, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: 1. Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Form SS 12 15 03 00 Page 1 of 1 © 2000, The Hartford Docusign Envelope ID:4E167C66-916C-4D1E-9B03-E4CE9821498F THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 57 WEC AC2M9V Endorsement Number: Effective Date: 11/10/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: RALPH ANDERSEN &ASSOCIATES 5800 STANFORD RANCH RD STE 410 ROCKLIN CA 95765 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 10/01/24 Policy Expiration Date: 11/10/25