Alameda City Council
March 21, 2023

DocuSign Envelope ID: 415E991A-2A82-40F4-8B3D-AOA19E10050C

SERVICE PROVIDER AGREEMENT
This SERVICEPROVIDERAGREEMENT(••Agreement")is entered into this jO_ day of hlpV- 2020 ("EffectiveDate"),by and between the CITY OF ALAMEDA,a municipal corporation (the "City"), and Kittelson & Associates, Inc., an Oregon Corporation whose address is 155 Grand Avenue, Suite 505, Oakland, CA 94612 (the "Provider"), in reference to the following facts and circumstances:

RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. City is in need of the following services: roundabouts review and analysis. On December 19, 2019, City staff issued a Request for Qualifications (RFQ) for on-call consulting services for transportation planning and engineering services, and after a submittal period of 42 days received 19 timely responses to the RFQ. Staff reviewed the qualifications, created a list of 13 qualified on-call transportation planning and engineering services consultants based on criteria described in the RFQ, and selected the service provider that best meets the City's needs from the list.

C. Provider is specially trained, experienced and competent to perform the special services on roundabouts, which will be required by this Agreement.

D. City and Provider desire to enter into an agreement for roundabouts review and analysis upon the terms and conditions herein.

AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM;
The term ofthis Agreementshall commenceon the 10 day of NoY 2020, and shall terminate on the 30th day of June, 2025, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. The Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER;
a. By the 7lh day of each month, Providershall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be Kittelson Associates 1 Version 10-3-19
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DocuSign Envelope ID: 415E991A-2A82-40F4-8B3D-A0A19E10050C accordingto the fee scheduleas set forth inExhibitA and incorporatedherein by thisreference.

Extra work must be approved in writing by the City Manager or his/her designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit A. b. The total compensation for this Agreement shall not exceed $37,850.

4. TIME IS OF THE ESSENCE:

Provider and City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Provider agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service providers, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Provider. Payments ofthe above items, if required, are the responsibility of Provider.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with the City's policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind ofany statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, physical disability (including HIV and AIDS), mental disability, medical condition (ex. Cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, Kittelson Associates 2 Version 10-3-19
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DocuSign Envelope ID: 037B3391-167E-4288-8C4F-CC495101AD79 military and veteranstatus or legitimateUnion activities. Provider agrees that any violationof this provision shall constitute a material breach of this Agreement. 9- HOLD HARMLESS:
a. Provider shall indemnify, defend, and hold harmless the City, its City Council, boards, commissions, officials, employees, and volunteers ("Indemnitees") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ("Claims"), arising from or in any manner connected to Provider's negligent, reckless or intentional act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement. If Claims are filed against Indemnitees which allege negligence, recklessness or willful misconduct on behalf of the Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider. However, Provider shall not be obligated to indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees.
b. Indemnification for Claims for Professional Liability Only: As to Claims for professional liability only, Provider's obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider's obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City's Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with subsections 10A, B, C and D. Such certificates, which do not limit Provider's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide ten (10) days' advance written notice to the City of Alameda. Attention: Risk Manager." b. It is agreed that Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California.
c. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, and volunteers as additional insured shall be submitted with the insurance certificates.
f DS
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Provider Initials
A. COVERAGE:

Provider shall maintain the following insurance coverage:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, and volunteers is required. (3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $ 1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, and volunteers is required. (4) Professional Liability:

Professional liability insurance which includes coverage for the professional acts, errors and omissions of Provider in the following minimum limits:
$1,000,000 each occurrence
(5) Cvber Liability:

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement ofcopyright, trademark, trade dress, invasion ofprivacy violations, information theft, damage to or destruction of electronic information, release of Kittelson Associates 4 Version 10-3-19
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DocuSign Envelope ID: 415E991A-2A82-40F4-8B3D-A0A19E10050C private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations with the following minimum limits:
$2-$5,000,000 per occurrence or claim; and $3-$ 10,000,000 per aggregate.

Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, and volunteers is required.

B. SUBROGATION WAIVER:

Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Provider shall look solely to its insurance for recovery. Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Provider or City with respect to the services of Provider herein, a waiver of any right to subrogation which any such insurer of said Provider may acquire against City by virtue of the payment of any loss under such insurance.

C. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Provider's name or as an agent of the Provider and shall be compensated by the Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. ADDITIONAL INSURED:

City, its City Council, boards, commissions, officials, employees, and volunteers shall be named as an additional insured under all insurance coverages, except workers' compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policyif not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. SUFFICIENCY OF INSURANCE:

The insurance limits required by City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider's insurance broker to determine adequate coverage for Provider.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions Kittelson Associates 5 Version 10-3-19
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DocuSign Envelope ID: 415E991A-2A82-40F4-8B3D-A0A19E10050C or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or his or her designee may consent or reject such request in his/her sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent.
b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Provider, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Provider is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent or more of the voting power of the corporation.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesseswhose names and resumes are attached to this Agreement shall be used in the performanceof this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in his/her sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonableconformity to the insurance carried by the Provider. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement.
c. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information which the Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City Business License that may be required in connection with the performance of the services and tasks hereunder.

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15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced,preparedor caused to be preparedby Providerpursuant to or in connectionwith this Agreement shall be the exclusive property of City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or his/her designee. c. Provider shall, at such time and in such form as City Manager or his/her designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of the Provider's performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by City that relate to the performance of the services and tasks under this Agreement (collectively the "Records"). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party's respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

Kittelson Associates 7 Version 10-3-19
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DocuSign Envelope ID: 415E991A-2A82-40F4-8B3D-A0A19E10050C c. Eitherpartymay, at anytime, changeits noticeaddress(otherthan to a postoffice boxaddress)by givingthe otherpartythree(3) days priorwrittennoticeof thenew address. d. All notices,demands,requests,or approvalsfrom Providerto City shallbe addressed to City at:

City of Alameda
Planning, Building and TransportationDepartment
2263 Santa Clara Avenue, Room 190
Alameda, CA 94501
ATTENTION: Gail Payne, Senior Transportation Coordinator Ph: (510) 747-6892 / [email protected]
e. All notices, demands, requests, or approvals from City to Provider shall be addressed to Provider at:

Kittelson & Associates
155 Grand Avenue, Suite 505
Oakland, CA 94612
ATTENTION: Erin M. Ferguson, PE, RSP - Principal Engineer Ph: (510) 433-8066 / [email protected]
at:
f. All updated insurance certificates from Provider to City shall be addressed to City City of Alameda
Planning, Building and Transportation Department
2263 Santa Clara Avenue, Room 190
Alameda, CA 94501
ATTENTION: Gail Payne, Senior Transportation Coordinator Ph: (510) 747-6892 / [email protected]

18. SAFETY:
a. The Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts ofthe Agreement. Where any of these are in conflict, the more stringent requirements will be followed. The Provider's failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. The Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. The Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following Kittelson Associates 8 Version 10-3-19
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19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may thereafter immediately terminate the Agreement forthwith by giving to the Provider written notice thereof.
b. The foregoing notwithstanding, City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS' FEES:

In the event of the bringing of any action or suit by a party hereto against the other party by reason of any breach of any covenants, conditions, obligation or provision arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all of its costs and expensesof the action or suit, including reasonable attorneys' fees, experts' fees, all court costs and other costs of action incurred by the prevailing party in connection with the prosecution or defense of such action and enforcing or establishing its rights hereunder (whether or not such action is prosecuted to a judgment). For the purposes of this Agreement, reasonable fees of attorneys of the Alameda CityAttorney's office shall be based on the fees regularly charged by private attorneys with the equivalent numberof years of experience in the subject matter area of the law for which the services were rendered who practice in Alameda County in law firms with approximatelythe same number of attorneys as employed by the Alameda City Attorney's Office.

21. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by the Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by City.

22. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, Kittelson Associates 9 Version 10-3-19
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DocuSign Envelope ID: 415E991A-2A82-40F4-8B3D-A0A19E10050C orders, rules, and regulationsof the authoritieshavingjurisdictionover this Agreement(or the successorsof those authorities). Any suits brought pursuantto thisAgreementshall be filed with the courts of the County of Alameda, State of California.

23. WAIVER:

A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

24. INTEGRATED CONTRACT:

The Recitals and Exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the fUU and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Provider.

25. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

26. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SIGNATORY:

By signing this Agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement.

28. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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KITTELSON & ASSOCIATES
An Oregon Corporation
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TITLE Principal Engineer
NAME
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RECOMMENDED FOR APPROVAL
— DocuSigned by:

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Planning, Building and Transportation
Director
APPROVED AS TO FORM:

City Attorney
Celena H. Chen
Chief Planning Counsel
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DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ITTEL! 155 GRAND AVENUE, SUITE 505
OAKLAND, CA 94612
P 510.839.1742 F 510.839.0871& ASSOCIATES OAKLANDCA94612 £xhibi'4- A
October 19, 2020 Project #: 24846.01
Ms. Gail Payne
Senior Transportation Coordinator
City of Alameda, CA
RE: Roundabout Review and Analysis
Dear Ms. Payne,
We are excited to bring our roundabout expertise to the City of Alameda to help the City advance its efforts to improve roadway safety for all road users.

Kittelson & Associates, Inc. (Kittelson) has authored the first and second editions of the national roundabout planning, operations and design guide, Roundabouts: An Informational Guide. We are also leading the update that guide to produce the third edition. We led and completed the most recent research on roundabout operations and safety performance in the U.S. (NCHRP Project 03-65, NCHRP Project 17-70). We also led and completed the most recent research on serving visually impaired pedestrians at roundabouts (NCHRP Project 03-78a and NCHRP Project 03-78b).

In addition to our strong history of research and guidance documents related to roundabouts, we also routinely apply that knowledge to projects helping local and state agencies assess the feasibility of roundabouts, designing roundabouts (from planning through final design), and establishing policies to objectively evaluate roundabouts vs. other intersection forms.

The staff leading this work for you are the same staff that have been involved in the research and previous efforts to evaluate, design and help implement roundabouts where they will provide benefits.

I will be the project manager for this task order and also led NCHRP Project 17-70 which evaluated roundabout safety performance in the U.S. Brian Ray will be a technical advisor for this work. He has designed numerous roundabouts across the United States and is currently leading the update to the Roundabout: An Informational Guide.

The following presents a proposed scope of work and fee. We look forward to hearing from you.

Sincerely,
KITTELSON& ASSOCIATES, INC.

Erin M. Ferguson, PE, RSP
Principal Engineer
FILENAME: H:\24\24846-CITYOFALAMEDA ON-CALL SERVICES2020W01 - CITYWIDEROUNDABOUT ANALYSIS\ADMIN\24846 ROUNDABOUTS 20201019.DOCX
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October19, 2020 Page:2

SCOPE OF WORK
TASK 1: PEER REVIEW
Purpose: Review and provide comments on the roundabout concept designs included in the Central Avenue Complete Streets project
Task 1.1 Obtain Available Information
Kittelsonwill request and obtain the availableinformation from the Cityregardingthe draft roundabout concepts designs and proposed complete streets design for Central Avenue. Ideally this information will include the horizontal geometry proposed for the roundabouts and the cross-sections proposed for Central Avenue. We assume these files can be provided to-scale and in a CAD or similar file format.

We will also request any supporting analysis or design checks already completed for the roundabouts such as traffic operations analysis, truck turning templates, and speed checks.

Task 1.2 Conduct Review and Provide Comments
Kittelson will review the information obtained in Task 1.1 and provide comments on the roundabout concept designs as it relates to the lane configurations, horizontal alignment, size of the roundabout, roundabout design features (e.g., length and width of splitter islands), ability to accommodate trucks, and ability to manage vehicle speeds. We will document in our comments in a brief memorandum with supporting mark-ups of the roundabout designs as needed to support the comments. We will conduct a conference call with the City to discuss the comments.

Deliverables:
 Brief memorandum documenting comments on the roundabouts  Conference call with the City to discuss comments
TASK 2: CITYWIDE SCREENING OF POTENTIAL ROUNDABOUT LOCATIONS Purpose:Identifylocations where roundabouts would help reduce the likelihoodofcrashes and are likely to be feasible to construct
Task 2.1 Identify Screening Criteria and Obtain Data
Kittelson will propose screening criteria for use to identify potential locations for roundabouts across the City. The screening criteria are likely to include the high-injury-network (HIN), bus routes (as a surrogate for social equity), City's Social Vulnerability Index, school routes, designated bikeways (existing and planned), and geographic equity. Kittelson will provide a memo to the City documenting the screening criteria and its proposed application for identify potential locations for roundabouts. We will conduct a conference call with the City to discuss the proposed criteria and approach.

Kittelson & Associates, Inc. Oakland, California
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Kittelson will work with the Cityto obtain the data and information needed to conduct the screening.

We assume that the criteria will use data and information already available and will not require new data collection.

Task 2.2 Conduct Screening
Using the information obtained in Task 2.1 and agreed upon approach with the City, Kittelson will screen the street network to identify potential locations for roundabouts to identify the top ten most likely locations. We will then review those locations using Google Earth aerial imagery to do a high- level assessment of feasibility to construct a roundabout based on surrounding land use and potential footprint of a roundabout at that location. We will document our findings in a memorandum for the City including supporting maps of the locations identified. We will conduct a conference call with the City to discuss the findings.

The following locations have already been identified by City staff as potential locations for roundabouts:
 City staff plan to study a roundabout as part of the Clement Avenue Extension project at Tilden Way/Blanding Avenue/Fernside Blvd.
 City staff are proposing roundabouts as part of the Central Avenue Safety Improvement Project at 1) Main Street/Pacific Avenue; 2) Third Street/Taylor Avenue; 3) Sherman Street/Encinal Avenue; 4) Fourth Street (potential).
 The City Council voted on a roundabout as the long-term solution at Otis Drive/Grand Street.
 City staff are proposing a roundabout at Mecartney Road/Island Drive.

Deliverables:
 Screening Criteria and Approach Memorandum
 Conference Call with City to DiscussScreening Criteriaand Approach  Findings Memorandum
 Conference Call with the City to Discuss Findings
 Up to Two Presentations to the Transportation Commission and City Council to Discuss Findings, Roundabout Benefits (Including Pedestrian and Bicycle Considerations), and Cost TASK 3: POLICIES RELATED TO ROUNDABOUTS AND TRAFFIC CIRCLES Purpose: Identify potential policies the City could incorporate into its General Plan that speak to roundabouts as intersection form and useful countermeasure for improving roadway safety.

Kittelson&Associates, Inc. Oakland,California
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F RoundaboutReviewandAnalysis Project#:24846.01
October19,2020 Page:4
Task 3.1 Review Existing Policies
Kittelson will review the existing General Plan policies as they relate to understand to what extent roadway safety and engineering facilities or traffic control devices are discussed. This will inform where and how additionalpoliciesrelated to roundabouts and trafficcirclesmay fit within the existing ones.

Kittelsonwill also share with the City example roundabout policies from other placesacross the U.S., such as Bend, OR where roundabouts are a more commonly used intersection form.

Task 3.2 Suggested New Policies
Based on the review in Task 3.1 and best practices in the U.S., Kittelson will prepare and provide to the City suggested policies that could be integrated into the City's General Plan. We will conduct a conference call with the City to discuss the suggested policies.

Deliverables:
 Memorandum with Suggested New Policies
TASK 4: NEIGHBORHOOD TRAFFIC CIRCLES
Purpose: Define neighborhood traffic circles as a intersection control form distinct from roundabouts.

Analyze the temporary traffic circles and provide input on best practices for their use.

Task 4.1 Define Neighborhood Traffic Circles
Kittelson will define what a neighborhood traffic circle is relative to a roundabout. We will identify and synthesize resources for best practices related to considering, designing, and implementing neighborhood traffic circles.We will provide this information to the City for their future use in the form a memorandum.

Task 4.2 Assess Slow Streets Neighborhood Traffic Circles We will evaluate the City's designated slow streets to identify intersections where temporary traffic circles may be appropriate to implement. We will use the best practices summarized as part of Task 4.1 as part of this task. The purpose will be to demonstrate the use of that material and also arrive at an initial assessment of where neighborhood traffic circles could be beneficial. Given aerial imagery of neighborhood streets is often difficult to discern due to trees and shadows across the smaller intersections, we assume a day of field work for this subtask. We will document our findings in a memorandum and conduct a conference call with the City regarding the findings.

Deliverables:
 Definition and Best Practices Memorandum
 Findings Memorandum
 Conference Call with the City to Discuss Findings
Kittelson & Associates, Inc. Oakland, California
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F Roundabout Review and Analysis
October 19, 2020
Project It: 24846.01
Page: 5
BUDGET
The total budget for the tasks described above is $37,850. The breakdown by task, staff, and hours is shown below.

Ray, Brian Ferguson, Erin Lewis, Laurence Alston, Mike WORK TASK/

TASK HOURS

WORK TASK/

TASK COST
Notes BLR EMF LVL MGA
Task 1 Peer Review

1.1 Obtain Available Information 1 2 4 7 $1,430

1.2 Conduct Review and Provide Memorandum 2 6 2 12 22 $4,500 Reimbursable Expense $0
>m ' ^^H HMEH^M
 :-,'•; .

Task 2

2.1 Identify Screening Criteria and Obtain Data 8 12 20 $3,920

2.2 Conduct Screening and Provide Memorandum 6 " 24 " 6 ' 40 76 $15,640 Reimbursable Expense
•
r-
>5i*
Task 3

3.1 Review Existinq Policies 1 2 4 7 $1,430

3.2 Suggested Policies Memorandum 1 2 2 6 11 $2,250
Reimbursable Expense SO
Task#003-Subtotal 2 4 2 10 -,.:;;
Task 4
$2,0404.1 Define Neighborhood Traffic Circles 2 2 6 10

4.2 Assess Slow Streets for Neighborhood Traffic Circles 2 12 2 16 32 S6.640 Reimbursable Expense | $0
\ 
TOTAL HOURS 15 58 12 100
TOTAL HOURS TOTAL LABORLABOR RATE $290.00 $250.00 $250.00 $160.00 LABOR COST $4,350 $14,500 $3,000 $16,000 K¥fl&T«
Rates shown above are for budgeting purposes only. Additional staff may be billed at the time services are performed.

Kittelson & Associates, Inc.

TOTAL REIMBURSABLES

TOTAL KAI FEES

TOTAL PROJECT BUDGET
$37,850
Oakland, California
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F docverify
Corporate Resolution of Signing Authority 9.23.20.pdf
DocVerify ID:

Created:

Pages:

Remote Notary:
2370BA20-BA0E-4CAD-A500-4807953D694F
September 24, 2020 14:31:04 -5:00
2 Yes / State: VA
This document is a DocVerify VeriVaulted protected version of the document named above. It was created by a notary or on the behalf of a notary, and it is also a DocVerify E-Sign document, which means this document was created for the purposes of Electronic Signatures and/or Electronic Notary. Tampered or altered documents can be easily verified and validated with the DocVerify veriCheck system. This remote online notarization involved the use of communication technology.

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E-Signature Summary
E-Signature 1: Brandon (BLN)
September 25, 2020 10:07:50 -5:00 [0D577EA85A46] [108.56.160.217] [email protected] (Principal)(Personally Known)
E-Signature Notary: Bonnie Lee Clark (blc)
September 25, 2020 10:07:50 -5:00 [E9CA5ABDA46C] [72.83.103.43] [email protected]
I, Bonnie Lee Clark, did witness the participantsnamed above electronically sign this document.
iuubiiiiiurnurnmimilliiiiiiiHinnminmmnimmi
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DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

CORPORATE RESOLUTION OF SIGNING AUTHORITY
KITTELSON & ASSOCIATES, INC.

The undersigned,beingthe ChiefExecutiveOfficerofKittelson&Associates,Inc., an Oregoncorporation (the "Company"),does hereby certifythat at a meetingof the Board of Directorsof the Companyduly calledand held on September23,2020at which a quorumwas presentand actedthroughout,the Board of Directors adopted the following resolution, which has not been modified or rescinded:

WHEREAS,pursuant to Article2.1 of the Company's Amended and Restated Bylaws,adopted bythe Board of Directorson June 13, 2017, all corporate powers shall beexercised by or under the authority of, and the business and affairs of the Companyshall be managed under the direction of, the Company's Board of Directors.

RESOLVED, that the following officers of the Company are hereby authorized to sign any and all documents as may be necessary to represent the business interests of the Company:

Brandon L. Nevers, President, Chief Executive Officer, Director Karl A. Passetti, Vice President, Chairman of the Board Lawrence A. Van Dyke, Vice President, Chief Financial Officer Marc A. Butorac, Vice President, Secretary, Director
David L Mills, Vice President
Edward J. Myers, Vice President
RESOLVED, that in addition to the aforementioned officers, the following individuals are hereby authorized to execute business solicitations, client contract documentation, and consultant contract documentation on behalf of the Company:

Michael N. Aronson James M. Hughart Bastian J. Schroeder Justin A. Bansen Wayne K. Kittelson Conor M.Semler
Chris. L. Brehmer Julia A. Kuhn Jason A. Simmers
Scott G. Beaird Felipe Ladron de Guevara Damian Stefanakis Adam M. Burghdoff Kevin S. Lee HermanusJ. Steyn
Ryan J. Cunningham Laurence B. Lewis Christopher B.Tiesler Andrew J. Daleiden Jane Lim-Yap Mark A. Vandehey
Sonia A. Daleiden, Director Eric D. Lindstrom John Paul Weesner Richard G. Dowling Bailey R. Lozner Wende L Wilber
Timothy A. Erney Dorret C. Oosterhoff Susan L. Wright
Erin M. Ferguson Brian L. Ray Y. Vamshi Krishna
John R. Freeman, Jr. John R. Ringert Anthony S. Yi, Director Jessica A. Josselyn James M. Schoen
RESOLVED, that this Resolution supersedes all previous resolutions passed by the Board of Directors and/or previous consents of the Board of Directors relevant to signing authority.

Dated thi?5th t jf September 2020.

By:

Broiuiott
Sgnoion302<yoe/2t:ta07iO-&00:e ZL
Brandon L. Nevers, Chief Executive Officer
DocVerify ID: 2370BA20-BA0E-4CAD-A500-4807953D694F
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[See Attached Notarial Certificate]

mmmmM
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

NOTARIAL CERTIFICATE
Virginia
State of
County of
Fairfax
Signed before me on September , zu^u by Brandon L. Nevers, Chief Executive Officer of Kittelson & Associates, Inc.
&9jwa'&ju.OUaJv.
„ $m*MW*W*:!0&Mi£fiO. ::. 1
Notary Public - State of _
Virginia
rtAfcBrififcarifiharifitairifihM rifikadfitadfitaarifihMdito Bonnie Lee Clark
Registration # 7844836
Electronic Notary Public
Commonwealth of Virginia
My commission expires the 31 day of Jul 2023
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Document Description
This certificate is attached to Kittelson & Associates, Inc's Corporate Resolution of Signing Authority, dated September , 2020, consisting of one page.

DocVerify ID: 2370BA20-BA0E-4CAD-A500-4807953D694F
www.docverify.com

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DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F Client*: 763494 KITTEASC
ACORD. CERTIFICATE OF LIABILITY INSURANCE
DATE (MMiWYYYY)
10/26/2020
THISCERTIFICATEIS ISSUED AS AMATTER OF INFORMATIONONLY AND CONFERS NO RIGHTS UPON THECERTIFICATEHOLDER.THIS

CERTIFICATEDOES NOT AFFIRMATIVELYOR NEGATIVELYAMEND, 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:Iftho certificate holder Is an ADDITIONALINSURED,tho policy(les)must have ADDITIONALINSURED provisions or bo endorsed.

IfSUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. Astatement on this certificate does not confer any rights to tho certificate holder in liou of such cndorsemont(s),

PRODUCER
USI Insurance Services NW PR
601 Union Street, Suite 1000
Seattle, WA 98101

INSURED
Kittelson & Associates, Inc.
851 SW 6th Avenue, Suite 600
Portland, OR 97204
COVERAGES CERTIFICATE NUMBER:

S2me^ct Tracy Taylor
(PaT£,ex.): 206441-6300
PAX
(Ai'C.No)
address: [email protected]
IN5URER(5I AFFORDING COVERAGE
insurer a : Massachusetts Bay Insurance Company
insurer B : Hanover Insurance Company
insurer c: Allmarica Financial Banefit Ins. Co.
insurer D: XL Specialty Insurance Company
insurer E Beazley Insurance Company, Inc.
insurer f
REVISION NUMBER:
610-362-6530
NAIC#
22306
22292
41840
37885
37540

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INOICATEO NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONOiTION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUFcANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.

EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE

X COMMERCIALGENERALLIABILITY

CLAIMS-MADE X OCCUR

ADDLSUBR

INSR WVD POLICY NUMBER

POLICY EFF POLICY EXP
<MM(DO/YYYY) (MMiDOVYYYY)
01/01/2020 01/01/2021 EACH OCCURRENCE
DAMAGE TO RENTEDPREMISES %j ix.-curttTii.i0
MED Exp iAny one parson)
LH/TS
X WA Stop Gap
GFfVI AntWfiATE LIMIT APPLIES PSR:
w PRO- v I... POLICY A JECT A J LOC
0THER:

AUT0M06ILE LIABILITY
X ANYAuTO
' OWNED
_ AUTOS ONLY
v WREP

A AUTOS ONLV

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
X UM6AELLA LIA8 J{_ qcOSR
EXCESLLIAB _ CLAIMS MADE
::tu X Kti-t-riof-iiO
X X ZD2D78128001
X X AW2D78128702
UH2D78128101
(Follow Form)
PERSONAL a ADV INJLRY

GENERAL AGGREGATE
PR00UCT3 - COMPfOP ACG
Stop Gap/EL
01/01/2020 01/01/2021
COV3INCD SINGLE LIMIT
(Ed accident;
01/01/2020 01/01/2021 fach occurrence
aggregate
51,000,000
15100,000
i 10,000
j 1,000,000
$2,000,000
: 2,000.000
31,000,000
j1,000,000
BODILY injury (Per peison) J
BODILY INJURY (Per amdenl} %
PROPERTYDAMAGE ~~~i
(Per imriiritinl)
3 54,000,000
34,000,000

WORKERS COMPENSATSON

AND EMPLOYERS' LIABILITY

ANY PTOPWETQIWARTHERSXECLJTIWE
OFFICER/MEMBER EXCLUDED'?
{Mandatory In NH|
-'-/ni -nttrrihtt tjnt*nr
DESCH FT ON OF OPERATIONS bee*
YiN
X WM2D78128901 01/01/2020 01/01/2021 X Itktute
e l each accident 51,000,000
el disease fa employes $1,000,000
e l disease policy limit $1,000,000
01/01/2020 01/01/2021 $5,000,000 per claim
$5,000,000 annl aggr.
01/01/2020 01/01/2021 $2,000,000/claim/agg
Q-| I
ER
D Professional Liab
Inch Polution
E Cyber Liability
N m
X DPR9952917
V29BB5200101
DESCRIPTIONOF OPERATK3NS(LOCATIONS I VEHICLES IACORD101. Additional RBmsrhs Schedule, may be attached It mors sixiee i--required) RE: KAI PN 24846 - City of Alameda On-Call Services 2020.

The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to City of Alameda, its City Council, boards, commissions, officials, employees, and volunteers, only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. The General Liability and Automobile (See Attached Descriptions)
irL
^^
/"

CERTIFICATE HOLDER CANCELLATION
City of Alameda
2263 Santa Clara Avenue, Room 190
Alameda, CA 94501

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) 1 of 2
#S3D266180/M27490956
©1988-2015 ACORD CORPORATION, All rights reserved.

The ACORD name and logo are registered marks of ACORD
SP3ZP
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DESCRIPTIONS(Continued from Page 1)
Liabilitypoliciesprovidesa Waiverof Subrogationwhen requiredby writtencontract TheGeneral Liabilitypolicyincludesanendorsementprovidingthat30days noticeof cancellationwill be givento the Certificate Holder by the Insurance Carrier.

SAGtTTA 25.3 (2016/03) 2 of 2
#S30266180/M27490956
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

NOTICE OF CANCELLATION TO DESIGNATED ENTITY(S)
(Including Nonpayment of Premium)
This endorsement modifies insurance provided under the following:

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY

SCHEDULE
Name of Designated Entity Mailing Address or Email Address Number Days Notice ANY PERSON OR THE ADDRESS FOR THAT 30

ORGANIZATION TO WHOM PERSON OR ORGANIZATION
(SEE FORM 331-0230 INCLUDED IN SUCH WRITTEN

FOR COMPLETE NAME) REQUEST FROM YOU TO US
Informationrequired to complete this Schedule, if not shown above, willbe shown Inthe Declarations. if we cancel this policyfor any reason, includingnonpayment of premium, wewill give written notice of such can cellation to the Designated Entity(s) shown in the Schedule. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity(s) will state the effective date of cancellation.

Unless otherwise noted in the Schedule above, such notice will be provided to the Designated Entity(s) no more than the number of days in advance of the effective date of cancellation that we are required to provide to the Named Insured for such cancellation. If the reason for cancellation is nonpayment of premium, however, we will provide ten days notice.

Such notice of cancellation is solely for the purpose of informingthe Designated Entity(s)of the effective date of cancellation and does not grant, alter, or extend any rights or obligations under this policy.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The Information below is required only when this endorsement Is Issued subsequent to preparation of the policy.)
Endorsement Effective Policy No,
1/1/2020 WM2D781289
Insured KjHeison&Associates Inc InsuranceCompany AllmericaFinancialBenefitInsuranceCompany 3314)3410911
Countersigned
By
Includes copyrighted materials from ISO, Inc. 2003

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

MANUSCRIPT FORM
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

IT IS AGREED THAT THE COMPLETE NAME FOR THE NOTICE OF CANCELLATION TO THE DESIGNATED ENTITY(S) FORM 331-4)341(09/11) IS AS FOLLOWS:

DESIGNATED ENTITY:

ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN

CONTRACT THAT NOTICE OF CANCELLATION OR NON-RENEWAL OF THIS POLICY WILL BE GIVEN, BUY ONLY IF:

1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING

THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE

FIRST INSURED RECEIVES FROM US OF CANCELLATION OR NON-RENEWAL OF THIS POLICY; AND

2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, agreements or limitation of the policy other than as above states,
(Completion of the following,,including countersignature, is required to make this endorsement effective only when it is issued subsequent to preparation of the Policy.)
Effective 1/1/2020 this endorsementforms a pertof PoflcyNo. WM2 D781289-01 issued to Kittelson & Associates Inc
By Allmerica Financial Benefit Insurance Company
Date of Issue Countersigned by
AuthorisedRepresentativeofthe Company
331-0230 1003 Page 1 of 1
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This pagehas been left blank intentionally.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ZD2D78128001 | AW2D78128702 | UH2D78128101
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION to designated ENTITY(S)
(Including Nonpayment of Premium)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

HANOVER COMMERCIAL FOLLOW FORM EXCESS AND UMBRELLA POLICY

COMMERCIAL PROPERTY COVERAGE PART

BUSINESS AUTO COVERAGE FORM

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Name of Designated Entity Mailing Address or Email Address Number Days Notice Any Person or Organization to
Whom you have agreed in a written
contract
(See form 221-0163)
The Address for that person or organization
included
in such written request from you to us.
30 (Informationrequiredto complete this Schedule, ifnot shown above, willbe shown in the Declarations.) If we cancel this policy for any reason, including
nonpayment of premium, we will give written notice of
such cancellation to the Designated Entity(s) shown in
the Schedule. Such notice may be delivered or sent by
any means of our choosing. The notice to the
Designated Entity(s) will state the effective date of
cancellation.

Unless otherwise noted in the Schedule above, such
notice will be provided to the Designated Entity(s)no
more than the number of days in advance of the
effective date of cancellation that we are required to
provide to the Named Insured for such cancellation. If
the reason for cancellation is nonpayment of premium,
however, we will provide ten days notice.

Such notice of cancellation is solely for the purpose of informing the Designated Entity(s) of the effective date of cancellation and does not grant, alter, or extend any rights or obligations under this policy.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. 401-12361214 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 1 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ZD2D781280 01 0901120
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ THIS CAREFULLY.

Itis agreed that the followingcompletewordingforfrom 401-1236:

Any person or Organizationto Whom you have agreed in a writtencontract that noticeof cancellationor non-renewalof this policy will be given, but only if:

1. Yousend us a written request to provide such notice, includingthe Name and Address of such person or organization, after the First Named Insured receives noticefrom us of Cancellationor Non-Renewalof thispolicy;and

2. We receive such writtenrequest at least 14 days before the beginning of the applicable number ofdays shown in this schedule.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, agreements or limitations of the policy other than as above stated.
(Completion of the following, including countersignature, is required to make this endorsement effective only when it is issued subsequent to preparation of the Policy.)
Effective 01/01/2020 this endorsement forms a part of Policy No. ZD2 D781280 01 Issued to Kittelson & Associates Inc.

By Massachusetts Bay Insurance Company
Date of Issue Countersigned by
Authorized Reoresentative of the Company
221-0163(4-90)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ZD2D78128001
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SUMMARY OF COVERAGES

1. Additional Insured by Contract, Agreement or Permit Included

2. Additional Insured - Primary and Non-Contributory Included

3. Blanket Waiver of Subrogation Included

4. Bodily Injury Redefined Included

5. Broad Form Property Damage - Borrowed Equipment, Customers Goods & Use of Elevators Included

6. Knowledge of Occurrence Included

7. Liberalization Clause Included

8. Medical Payments - Extended Reporting Period Included

9. Newly Acquired or Formed Organizations - Covered until end of policy period Included

10. Non-owned Watercraft 51 ft.

11. Supplementary Payments Increased Limits
Bail Bonds 32,500
Loss of Earnings S1000

12. Unintentional Failure to Disclose Hazards Included

13. Unintentional Failure to Notify Included
This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants.

1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II - WHO IS
AN INSURED:

Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written agreement
or permit that such person or organization to
add an additional insured on your policy is an
additional insured only with respect to liability
for "bodily injury", 'property damage", or
'personal and advertising injury" caused, in
whole or in part, by your acts or omissions, or
the acts or omissions of those acting on your
behalf, but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or occupy;
or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F (3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bodily injury,
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
c. This provision does not apply:
(1) Unless the written contract or written
agreement was executed or permit was
issued prior to the "bodily injury", "property
damage", or "personal injury and
advertising injury".
(2) To any person or organization included as
an insured by another endorsement
issued by us and made part of this
Coverage Part.
(3) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property
damage", "personal and advertising
injury" arises out of sole negligence of
the lessor
(4) To any:
(a) Owners or other interests from, whom
land has been leased which takes
place after the lease for the land ex
pires; or
(b) Managers or lessors of premises if:
(i) The occurrence takes place after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury", "property
damage", "personal injury" or
"advertising injury" arises out of
structural alterations, new con
struction or demolition operations
performed by or on behalf of the
manager or lessor.
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision,
hiring, employment, training or monitoring
of others by that insured, if the
"occurrence" which caused the "bodily
injury" or "property damage" or the offense
which caused the "personal and
advertising injury" involved the rendering
of or failure to render any professional
services by or for you.
d. With respect to the insurance afforded to
these additional insureds, the following is
added to SECTION III - LIMITS OF
INSURANCE:

The most we will pay on behalf of the
additional insured for a covered claim is the
lesser of the amount of insurance;

1. Required by the contract, agreement or
permit described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations,
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

2. Additional Insured - Primary and Non-
Contributory
The following is added to SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 4. Other insurance:

Additional Insured - Primary and Non-
Contributory
If you agree in a written contract, written
agreement or permit that the insurance provided to
any person or organization included as an
Additional Insured under SECTION II - WHO IS
AN INSURED, is primary and non-contributory,
the following applies:

If other valid and collectible insurance is available
to the Additional Insured for a loss covered under
Coverages A or B of this Coverage Part, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary to other insurance
that is available to the Additional Insured
which covers the
Additional Insured as a Named Insured. We
will not seek contribution from any other
insurance available to the Additional Insured
except:
(1) For the sole negligence of the Additional
Insured;
(2) When the Additional Insured is an
Additional Insured under another primary
liability policy; or
(3) when b. below applies.

If this insurance is primary, our obligations are
not affected unless any of the other insurance
is also primary. Then, we will share with all
that other insurance by the method described
in c. below.
421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its oemiission. Page 2 of 4 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F b. Excess Insurance
(1) This insurance is excess over any of the
other insurance, whether primary, excess,
contingent or on any other basis:
(a) That is Fire, Extended Coverage,
Builder's Risk. Installation Risk or
similar coverage for "your work";
(b) That is Fire insurance for premises
rented to the Additional Insured or
temporarily occupied by the Additional
Insured with permission of the owner;
(c) That is insurance purchased by the
Additional Insured to cover the
Additional Insured's liability as a
tenant for "property damage" to
premises rented to the Additional
Insured or temporarily occupied by the
Additional with permission of the
owner; or
(d) If the loss arises out of the
maintenance or use of aircraft, "autos"
or watercraft to the extent not subject
to Exclusion g. of SECTION I -

COVERAGE A - BODILY INURY

AND PROPERTY DAMAGE
LIABILITY.
(2) When this insurance is excess, we will
have no duty under Coverages A or B to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.
(3) When this insurance is excess over other
Insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(a) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(b) The total of all deductible and self
insured amounts under all that other
insurance.

We will share the remaining loss, if any,
with any other insurance that is not
described in this Excess Insurance
provision and was not bought specifically
to apply in excess of the Limits of
Insurance shown in the Declarations of
this Coverage Part.
c. Method Of Sharing
If all of the other insurance permits
contribution by equal shares, we will follow this
method also. Under this approach each
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none of
the loss remains, whichever comes first. If any
of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer's
share is based on the ratio of its applicable
limit of insurance to the total applicable limits
of insurance of all insurers

3. Blanket Waiver of Subrogation
The following is added to SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 8. Transfer Of Rights
Of Recovery Against Others To Us:

We waive any right of recovery we may have
against any person or organization with whom you
have a written contract that requires such waiver
because of payments we make for damage under
this coverage form. The damage must arise out of
your activities under a written contract with that
person or organization. This waiver applies only to
the extent that subrogation is waived under a
written contract executed prior to the "occurrence"
or offense giving rise to such payments.

4. Bodily Injury Redefined
SECTION V - DEFINITIONS, Definition 3. "bodily
injury" is replaced by the following:

3. "Bodily injury" means bodily injury, sickness or
disease sustained by a person including death
resulting from any of these at any time. "Bodily
injury" includes mental anguish or other
mental injury resulting from "bodily injury".

5. Broad Form Property Damage - Borrowed
Equipment, Customers Goods, Use of
Elevators
a. SECTION I - COVERAGES, COVERAGE A -

BODILIY INJURY AND PROPERTY
DAMAGE LIABILITY, Paragraph 2.

Exclusions subparagraph j. is amended as
follows:

Paragraph (4) does not apply to "property
damage" to borrowed equipment while at a
jobsite and not being used to perform
operations.

Paragraphs (3), (4) and (6) do not apply to
"property damage" to "customers goods" while
on your premises nor do they apply to the use
of elevators at premises you own, rent, lease
or occupy.
b. The following is added to SECTION V -
DEFINTIONS:

24. "Customers goods" means property of
your customer on your premises for the
purpose of being:
421-2915 06 15 Includes copyrighted material of Insurance Services Office. Inc.. with its permission. Page 3 of 4 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F a. worked on; or
b. used in your manufacturing process.
c. The insurance afforded under this provision is
excess over any other valid and collectible
property insurance (including deductible)
available to the insured whether primary,
excess, contingent

6. Knowledge of Occurrence
The following is added to SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 2. Duties In the Event
of Occurrence, Offense, Claim or Suit:
e. Notice of an "occurrence", offense, claim or
"suit" will be considered knowledge of the
insured if reported to an individual named
insured, partner, executive officer or an
"employee" designated by you to give us such
a notice.

7. Liberalization Clause
The following is added to SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

Liberalization Clause
If we adopt any revision that would broaden the
coverage under this Coverage Form without
additional premium, within 45 days prior to or
during the policy period, the broadened coverage
will immediately apply to this Coverage Part.

8. Medical Payments - Extended Reporting
Period
a. SECTION I - COVERAGES, COVERAGE C-
MEDICAL PAYMENTS, Paragraph 1.

Insuring Agreement, subparagraph a.(3)(b)
is replaced by the following:
(b) The expenses are incurred and reported
to us within three years of the date of the
accident; and
b. This coverage does not apply if COVERAGE
C - MEDICAL PAYMENTS is excluded either
by the provisions of the Coverage Part or by
endorsement.

9. Newly Acquired Or Formed Organizations
SECTION II - WHO IS AN INSURED, Paragraph

3.a. is replaced by the folbwing:
a. Coverage under this provision is afforded until
the end of the policy period.

10. Non-Owned Watercraft

SECTION I - COVERAGES, COVERAGE A

BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, Paragraph 2. Exclusions,
subparagraph g.(2) is replaced by the following:
g. Aircraft, Auto Or Watercraft
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons or
property for a charge;
This provision applies to any person who,
with your consent, either uses or is
responsible for the use of a watercraft.

11. Supplementary Payments Increased Limits

SECTION I - SUPPLEMENTARY PAYMENTS
COVERAGES A AND B, Paragraphs 1.b. and

1.d. are replaced by the following:
l.b.Up to $2,500 for cost of bail bonds required
because of accidents or traffic law violations
arising out of the use of any vehicle to which
the Bodily Injury Liability Coverage applies.

We do not have to furnish these bonds.
l.d.AII reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or "surf,
including actual loss of earnings up to $1000 a
day because of time off from work.

12. Unintentional Failure to Disclose Hazards
The following is added to SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 6. Representations:

We will not disclaim coverage under this Coverage
Part if you fail to disclose all hazards existing as of the inception date of the policy provided such
failure is not intentional.

13. Unintentional Failure to Notify
The following is added to SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 2. Duties in the Event
of Occurrence, Offense, Claim or Suit:

Your rights afforded under this policy shall not be
prejudiced if you fail to give us notice of an
"occurrence", offense, claim or "suit", solely due to
your reasonable and documented belief that the
"bodily injury" or "property damage" is not covered
under this policy.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ZD2D78128001
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SUMMARY OF COVERAGES

1. Additional Insured - Broad Form Vendors Included

2. Aggregate Limit per Location Included

3. Alienated Premises Included

4. Broad Form Named Insured Included

5. Extended Property Damage Included

6. Incidental Malpractice (Employed nurses, EMT's & paramedics) Included

7. Mobile Equipment Redefined Included

8. Personal Injury - Broad Form Included

9. Product Recall Expense
Product Recall Expense Each Occurrence Limit $25,000
Product Recall Expense Aggregate Limit $50,000
Product Recall Deductible $500

10. Property Damage Legal Liability - Broad Form
Fire, Lightning. Explosion. Smoke and Leakage from Fire Protective Systems Damage Limit
51,000,000
This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants.

1. Additional Insured - Broad Form Vendors
The following is added to SECTION II
AN INSURED:

WHO IS
Additional Insured - Broad Form Vendors
a. Any person or organization that is a vendor
with whom you agreed in a written contract or
written agreement to include as an additional
insured under this Coverage Part is an
insured, but only with respect to liability for
"bodily injury" or "property damage" arising
out of "your products" which are distributed or
sold in the regular course of the vendor's
business.
b. The insurance afforded to such vendor
described above:
(1) Only applies to the extent permitted by
law;
(2) Will not be broader than the insurance
which you are required by the contract or
agreement to provide for such vendor;
(3) Will not be broader than coverage
provided to any other insured; and
(4) Does not apply if the ''bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto
c. With respect to insurance afforded to such
vendors, the following additional exclusions
apply:

The insurance afforded to the vendor does
not apply to:
(1) "Bodily injury" or ''property damage" for
which the vendor is obligated to pay
damages by reasons of the assumption
of liability in a contract or agreement.

This exclusion does not apply to liability
for damages that the insured would have
in the absence of the contract or
agreement;
(2) Any express warranty unauthorized by
you;
(3) Any physical or chemical change in the
product made intentionally by the vendor;
(4) Repackaging, unless unpacked solely for
the purpose of inspection, demonstration,
421-2916 06 15 Includes copyrighted material of Insurance Services Office. Inc., with its permission. Page 1 of 6 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F testing, or the substitution of parts under
instruction from the manufacturer, and
then repackaged in the original container;
(5) Any failure to make such inspection,
adjustments, tests or servicing as the
vendor has agreed to make or normally
undertakes to make in the usual course
of business in connection with the sale of
the product;
(6) Demonstration, installation, servicing or
repair operations, except such operations
performed at the vendor's premises in
connection with the sale of the product;
(7) Products which, after distribution or sale
by you, have been labeled or relabeled
or used as a container, part or ingredient
of any other thing or substance by or for
the vendor;
(8) "Bodily injury" or "property damage"
arising out of the sole negligence of the
vendor for its own acts or omissions or
those of its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(a) The exceptions contained wrthin the
exclusion in subparagraphs (4) or (6)
above; or
(b) Such inspections, adjustments, teste
or servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
(9) "Bodily injury" or "property damage"
arising out of an "occurrence" that took
place before you have signed the
contract or agreement with the vendor.
(10)To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(11)Any insured person or organization, from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
d. With respect to the insurance afforded to
these vendors, the following is added to
SECTION IN - LIMITS OF INSURANCE:

The most we will pay on behalf of the vendor
for a covered claim is the lesser of the
amount of insurance:

1. Required by the contract or agreement
described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

2. Aggregate Limit Per Location
a. SECTION III - LIMITS OF INSURANCE, the
General Aggregate Limit applies separately
to each of your "locations" owned by or
rented to you.
b. For purpose of this coverage only, the
following is added to SECTION V -
DEFINITIONS:
"Location" means premises involving the
same or connecting lots, or premises whose
connection is interrupted only by a street,
roadway, waterway or right-of-way of a rail
road.

3. Alienated Premises

SECTION I - COVERAGES, COVERAGE A -

BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, Paragraph 2. Exclusions,
subparagraph j.(2) is replaced by the following:
(2) Premises you sell, give away or abandon, if
the "property damage" arises out of any part
of those premises and occurred from hazards
that were known by you, or should have
reasonably been known by you, at the time
the property was transferred or abandoned.

4. Broad Form Named Insured
If you are designated in the Declarations as
anything other than an individual, then any
organization:
a. Over which you maintained a combined
ownership interest of more than 50% on the
effective date of this policy;
b. That is not a partnership, joint venture or
limited liabilitycompany; and
c. That is not excluded by any endorsement to
this policy, will qualify as a Named Insured if
there is no other similar insurance available
to that organization, or that would be
available but for exhaustion of its limits.

Any such organization will cease to qualify as a
Named Insured as of the date during the policy
period when the combined ownership interest of
the Named Insureds in the organization equals or
falls below 50%.

5. Extended Property Damage

SECTION I - COVERAGES, COVERAGE A -

BODILY INJURY AND PROPERTY DAMAGE
LIABILITY, Paragraph 2. Exclusions,
subparagraph a. is replaced by the following:
421-2916 0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 6 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F a. Expected Or Intended Injury
Bodily injury" or "property damage" expected
or intended from the standpoint of the
insured. This exclusion does not apply to
"bodily injury" or "property damage" resulting
from the use of reasonable force to protect
persons or property.

6. Incidental Malpractice - Employed Nurses,
EMT's and Paramedics
SECTION II - WHO IS AN INSURED, paragraph

2.a.(1)(d) does not apply to a nurse, emergency
medical technician or paramedic employed by
you if you are not engaged in the business or
occupation of providing medical, paramedical,
surgical, dental, x-ray or nursing services.

7. Mobile Equipment Redefined
SECTION V - DEFINITIONS, Definition 12.
"Mobile Equipment", paragraph f.(1) does not
apply to self-propelled vehicles of less than 1,000
pounds gross vehicle weight.

8. Personal Injury - Broad Form
a. SECTION I - COVERAGES, COVERAGE B
- PERSONAL AND ADVERTISING INJURY
LIABILITY, Paragraph 2. Exclusions,
subparagraph e. is deleted.
b. SECTION V - DEFINITIONS, Definition 14,
"Personal and advertising injury"
subparagraph b. is replaced by the following:
b. Malicious prosecution or abuse of
process.
c. The following is added to SECTION V -
DEFINITIONS, Definition 14. "Personal and
advertising injury":
"Discrimination" (unless insurance thereof is
prohibited by law) that results in injury to the
feelings or reputation of a natural person, but
only if such "discrimination" is:
(1) Not done intentionally by or at the
direction of:
(a) The insured;
(b) Any officer of the corporation,
director, stockholder, partner or
member of the insured; and
(2) Not directly or indirectly related to an
"employee", not to the employment,
prospective employment or termination of
any person or persons by an insured.
d. The following is added to SECTION V -
DEFINITIONS:
"Discrimination" means the unlawful
treatment of individuals based upon race,
color, ethnic origin, gender, religion, age, or
sexual preference. "Discrimination" does not
include the unlawful treatment of individuals
based upon developmental, physical,
cognitive, mental, sensory or emotional
impairment or any combination of these.
e. This coverage does not apply if COVERAGE

B - PERSONAL AND ADVERTISING
INJURY LIABILITY is excluded either by the
provisions of the Coverage Form or by
endorsement.

9. Product Recall Expense
a. SECTION I - COVERAGES, COVERAGE A
- BODILY INJURY AND PROPERTY
DAMAGE LIABILITY, Paragraph 2.

Exclusions, subparagraph n. is replaced by
the following:
n. Recall of Products, Work or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the
loss of use, withdrawal, recall,
inspection, repair, replacement,
adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work, or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it, but this exclusion does not
apply to "product recall expenses" that
you incur for the "covered recall" of "your
product".

However, this exception to the exclusion
does not apply to "product recall
expenses" resulting solely from:
(4) Failure of any products to accomplish
their intended purpose;
(5) Breach of warranties of fitness,
quality, durability or performance;
(6) Loss of customer approval, or any
cost incurred to regain customer
approval;
(7) Redistribution or replacement of
"'your product" which has been
recalled by like products or
substitutes;
(8) Caprice or whim of the insured;
(9) A condition likely to cause loss of
which any insured knew or had
reason to know at the inception of
this insurance;
421-2916 06 15 Includes copyrighted material of Insurance Services Office. Inc., with its oermission. Page 3 of 6 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F (10)Asbestos, including loss, damage or
clean up resulting from asbestos or
asbestos containing materials;
(11)RecaN of "your products" that have
no known or suspected defect solely
because a known or suspected
defect in another of "your products"
has been found.
b. The following is added to SECTION II -
WHO IS AN INSURED, Paragraph 3.

COVERAGE A does not apply to "product
recall expense'" arising out of any withdrawal
or recall that occurred before you acquired or
formed the organization.
c. For the purposes of this endorsement only,
the following is added to SECTION III -
LIMITS OF INSURANCE:

Product Recall Expense Limits of
Insurance
a. The Limits of Insurance shown in the
SUMMARY OF COVERAGES of this
endorsement and rules stated below fix
the most we will pay under this Product
Recall Expense Coverage regardless of
the number of:
(1) Insureds:
(2) "Covered Recalls'' initiated: or
(3) Number of "your products"
withdrawn.
b. The Product Recall Expense Aggregate
Limit is the most we will reimburse you
for the sum of all "product recall
expenses" incurred for all "covered
recalls'*initiated during the policy period.
c. The Product Recall Expense Each
Occurrence Limit ts the most we will pay
in connection with any one defect or
deficiency.
d* All "product recall expenses" in
connection with substantially the same
general harmful condition will be deemed
to arise out of the same defect or
deficiency and considered one
"occurrence".
e. Any amount reimbursed for "product
recall expenses" in connection with any
one "occurrence" will reduce the amount
of the Product Recall Expense Aggregate
Limit available for reimbursement of
"product recall expenses" in connection
with any other defect or deficiency.
f. If the Product Recall Expense Aggregate
Limit has been reduced by
reimbursement of "product recall
expenses" to an amount that is less than
the Product Recall Expense Each
Occurrence Limit, the remaining Product
Recall Expense Aggregate Limit is the
most that will be available for
reimbursement of "product recall
expenses" in connection with any other
defect or deficiency.
g. Product Recall Deductible
We will only pay for the amount of
"product recall expenses" which are in
excess of the $500 Product Recall
Deductible. The Product Recall
Deductible applies separately to each
"covered recair. The limits of insurance
will not be reduced by the amount of this
deductible.

We may, or will if required by law, pay all
or any part of anydeductibleamount, if
applicable. Upon notice of our payment
of a deductible amount, you shall
promptly reimburse us for the part of the
deductible amount we paid.

The Product Recall Expense Limits of
Insurance apply separately to each
consecutive annual period and to any
remaining period of less than 12 months,
starting with the beginning of the policy
period shown in the Declarations, unless the
policy period is extended after issuance for
an additional period of less than 12 months.

In that case, the additional period will be
deemed part of the last preceding period for
the purposes of determining the Limits of
Insurance.
d. The foitowing is added to SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS, Paragraph 2. Duties in the
Event of Occurrence, Offense, Claim or
Suit:

You must take the following actions in the
event of an actual or anticipated "covered
recall11 that may result in "product recall
expense":
(1) Give us prompt notice of any discovery
or notification that "your product" must be
withdrawn or recalled, including a
description of "your product" and the
reason for the withdrawal or recall; and
(2) Cease any further release, shipment,
consignment or any other method of
distribution of like or similar products until
it has been determined that all such
products are free from defects that could
be a cause of loss under this insurance.
421-2916 0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 6 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F e. The following definitions are added to
SECTION V - DEFINITIONS:
"Covered recall," means a recall made
necessary because you or a government
body has determined that a known or
suspected defect, deficiency, inadequacy, or
dangerous condition in "your product" has
resulted or will result in "bodily injury or
"property damage".
"Product recall expense" means:
a. Necessary and reasonable expenses for
(1) Communications, including radio or
television announcements or printed
advertisements including stationery,
envelopes and postage;
(2) Shipping the recalled products from
any purchaser, distributor or user to
the place or places designated by
you;
(3) Remuneration paid to your regular
"employees" for necessary overtime;
(4) Hiring additional persons, other than
your regular "employees";
(5) Expenses incurred by "employees"
including transportation and ac
commodations;
(6) Expenses to rent additional ware
house or storage space;
(7) Disposal of "your product", but only
to the extent that specific methods of
destruction other than those
employed for trash discarding or
disposal are required to avoid "bodily
injury" or "property damage*1 as a
result of such disposal;
You incur exclusively for the purpose of
recalling "your product"; and
b. Your lost profit resulting from such
"covered recall".
f. This Product Recall Expense Coverage does
not apply:
(1) If the "products - completed operations
hazard" is excluded from coverage under
this Coverage Part including any
endorsement thereto; or
(2) To "product recall expense" arising out of
any of "your products" that are otherwise
excluded from coverage under this
Coverage Part including endorsements
thereto.

10. Property Damage Legal Liability - Broad
Form
a. SECTION I- COVERAGES, COVERAGE A
- BODILY INJURY AND PROPERTY
DAMAGE LIABILITY, the last paragraph
(after the exclusions) is replaced by the
following:

Exclusions c. through n. do not apply to
damage by fire, lightning, explosion, smoke
or leakage from fire protective systems to
premises while rented to you or temporarily
occupied by you with the permission of the
owner. A separate limit of insurance applies
to this coverage as described in SECTION III
- LIMITS OF INSURANCE.
b. SECTION III - LIMITS OF INSURANCE,
Paragraph 6* is replaced by the following:

6. Subject to Paragraph 5. above, The
Damage to Premises Rented to You
Limit is the most we will pay under
COVERAGE A for damages because of
"property damage" to any one premises
from fire, lightning, explosion, smoke and
leakage from fire protective systems to
premises, while rented to you or
temporarily occupied by you with
permission of the owner.

The Damage to Premises Rented to You
Limit is the higher of:
a. $1,000,000; or
b« The Damage to Premises Rented to
You Limit shown in the Declarations.

This limit will apply to all damage caused
by the same event, whether such
damage results from fire, lightning,
explosion, smoke, leakage from fire
protective systems or any combination of
any of these.
c. SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS, Paragraph 4.

Other Insurance, subparagraph b. Excess
Insurance, item (a)(ii) is replaced by the
following:
(II) That is fire, lightning, explosion, smoke
or leakage from fire protective systems
insurance for premises rented to you or
temporarily occupied by you with
permission of the owner, or
d. SECTION V - DEFINITIONS, Definition 9.
"Insured contract", Paragraph a. is replaced
by the following:
a. A contract for a lease of premises.

However, that portion of the contract for
a lease of premises that indemnifies any
person or organization for damage by
fire, lightning, explosion, smoke or
leakage from fire protective systems to
421-2916 0615 Includes copyrighted material of insurance Services Office, Inc., with its permission. Page 5 of 6 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F premises while rented to you or e. This coverage does not apply if Damage to temporarily occupied by you with Premises Rented to You is excluded either permission of the owner is not an by the provisionsof the Coverage Part or by "insured contract"1. endorsement.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421 -2916 06 15 Includescopyrightedmaterialof Insurance Services Office,Inc., withits permission. Page 6 of 6 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ZD2D781280 01
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AGGREGATE LIMITS OF INSURANCE PER PROJECT AND

PER LOCATION WITH CAP
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Policy Aggregate: $ 10,000,000
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
The following is added to SECTION III - LIMITS
OF INSURANCE, paragraph 2.:

The General Aggregate Limit applies separately
to:
a. Construction projects away from premises
owned or rented to you; and
b. Each "location" owned by or rented to you.

If the Schedule above is completed, however, a
Policy Aggregate Limit applies. The most we will
pay for the sum of all damages, except for
damages included in the "products-completed
operations hazard", regardless of the number of
insureds, claims made or "suits" brought, persons
or organizations making claims or bringing"suits",
or "locations", is the Policy Aggregate
identified in the Schedule above.

Limit
B. This endorsement does not apply to damages
included in the "products-completed operations
hazard".

C. For the purposes of this
following definition is added
DEFINITIONS:
endorsement, the
to SECTION V -

1. "Location" means premises involving the same
or connecting lots, or premises whose
connection is interrupted only by a street,
roadway, waterway or right-of-way of a
railroad.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-3635 07 16 Includes copyrighted malerials of Insurance Services OH ice, Inc. with its permission. Page 1 of 1 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This page hasbeenleft blankintentionally.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ZD2D78128001
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,

BLANKET ADDITIONAL INSURED BY CONTRACTOR AGREEMENT - WITH

PRODUCTS-COMPLETED OPERATIONS COVERAGE
This endorsement modifies insurance prodded under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
Trie following is added to SECTION II - WHO IS
AN INSURED:

Additional Insured
Agreement or Permit
Written Contract,
Any person or organization as required by a
written contract, agreement or permit to add
as an additional insured on your policy is an
additional insured but only with respect to
liability for "bodily injury", "property damages
or "personal and advertising injury" caused, in
whole or in part, by your acts or omissions, or
the acts or omissions of those acting on your
behalf, and only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or occupy;
(3) Your maintenance, operation or use of
equipment leased to you; or
(4) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit including "bodily injury" or "property
damage" included in the "products-
completed operations hazard" provided
that:
(a) This Coverage Part provides such
coverage; and
(b) The written contract, agreement or
permit requires such coverage for the
additional insured.

If the written contract or agreement specifically
requires you to add an additional insured to
your policy via endorsement CG 20 10 11 85.

CG 20 10 10 93, CG 20 10 03 97, CG 20 10
10 01 or endorsement CG 20 37 10 01, then
the words "caused in whole or in part by'" in
parageph a. above are replaced by the words
"arising out of.

The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law.
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
(3) Is primary to and will not seek contribution
from any other insurance available to such
additional insured provided that:
(a) The additional insured is a Named
Insured under such other insurance;
and
(b) You have agreed in writing in a
contract or agreement that this
insurance would be primary and would
not seek contribution from any other
insurance available to the additional
insured.
(4)
(5)
(2)
(3)
Will not be broader than
provided to any other insured.

Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
d. This provision does not apply:
(1) Unless the written contract or agreement
was executed or permit was issued prior
to the "bodily injury", "property damage",
or "personal and advertising injury".

To any person or organization included as
an insured by another endorsement
issued by us and made part of this
Coverage Part.

Ifthe "bodily injury", "property damage", or
"personal and advertising injury" arises out
of sole negligence of the additional
insured.
(4) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property
damage", or "personal and advertising
injury" arises out of sole negligence of
the lessor
coverage
421-4490 10 18 Includes copyrighted material of Inatrance Services Office, inc., with itspeirnis Copyright 2017 The Hanover Insurance Company. All Rights Resented.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F (5) To any:
(a) Owners or other interests from whom
land has been leased if the
"occurrence" takes place or the
offense is committed after the lease
for the land expires; or
(b) Managers or lessors of premises if:
(i) The occurrence takes place after
you cease to be a tenant in that
premises; or
(II) The "bodily injury", "property
damage", "personal and
advertising injury" arises out of
structural alterations, new con
struction or demolition operations
performed by or on behalf of the
manager or lessor.
(6) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision,
hiring, employment, training or monitoring
of others by that insured, if the
"occurrence" which caused the "bodily
injury"or "property damage" or the offense
which caused the "personal and
advertising injury" involved the rendering
of or failure to render any professional
services by or for you.

B. With respect to the insurance afforded to these
additional insureds, the following is added to

SECTION III - LIMITS OF INSURANCE
The most we will pay on behalf of the additional
insured for a covered claim is the lesser of the
amount of insurance:
1, Required by the written contract, agreement or
permit described in paragraph A.a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations or any
endorsement to this policy.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED, 421-449010 18 Inctuctescopyrightedmaterialof InsuranceServices Office,Inc., with Uspenmisslon.

Copyright 2017 The Hanover Insurance Com pany, AlIRights Reserved.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F AW2D78128702
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO COVERAGE

BROADENING ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
1 CANCELLATION EXTENSION
Paragraph A. CANCELLATION 2. b of the
COMMON POLICY CONDITIONS is
replaced with the following:
b. 60 days before the effective date
of cancellation if we cancel for
any other reason.

SECTION I - COVERED AUTOS

2. EMPLOYEE HIRED "AUTOS"
Description Of Covered Auto
Designation Symbols; Symbol 8 is
replaced by the following:
8 = Hired "Autos" Only - Only those "autos"
you lease, hire, rent or borrow; including
"autos" your employee hires at your
direction, for the purpose of conducting your
business. This does not include any "auto"
you lease, hire, rent, or borrow from any of
your "employees" or partners or members of
their households.

SECTION II - LIABILITY COVERAGE

3. BROADENED NAMED INSURED
The following is added to the SECTION II -
LIABILITY COVERAGE, Paragraph 1 Who
Is An Insured provision:
d. Any business entity for which you
have a financial interest greater
than 50% of the voting stock or
otherwise have a controlling
interest after the effective date of
this policy or that is newly
acquired or formed by you during
the term of this policy.

The coverage provided by this
provision is afforded until
expiration or termination of this
policy, whichever occurs earlier.

The coverage provided by this
provision does not apply to any
business entity described in d.
above that qualifies as an
insured under any other
automobile liability policy issued
to that business entity as a
named insured or would have
been an insured except for the
exhaustion of the policy limits or
the insolvency of the insurer.

The coverage provided by this
provision does not apply to
"bodily injury" nor "property
damage" arising from an
accident that occurred prior to
your acquiring or forming the
business entity described in d.
above,
Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Copyright. Insurance Services Office. Inc.. 1996
461-0155 (9-97)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

4. EMPLOYEES AS INSUREDS
The following is added to the SECTION II *
LIABILITY COVERAGE, Paragraph 1. Who
Is An Insured provision:
e< Any employee of yours is an
"insured" while using a covered
"auto" you do not own, hire or
borrow in your business or your
personal affairs.

5. SUPPLEMENTARY PAYMENTS
The followingamends SECTION II -
LIABILITY COVERAGE, Paragraph 2>
Coverage Extensions provision:

Paragraph (2) is replaced by the following:
(2) Up to $2500 for cost of bail bonds
(including bonds for related traffic
law violations) required because
of an "accident" we cover. We do
not have to furnish these bonds.

Paragraph (4) is replaced by the following:
(4) All reasonable expenses incurred
by the "insured" at our request,
including actual loss of earnings
up to $500 a day because of time
off from work.

6. AMENDED FELLOW EMPLOYEE

EXCLUSION
The following is added to the SECTION II -
LIABILITY COVERAGE, B. Exclusions
Paragraph 5. Fellow Employee exclusion:

This exclusion does not apply if the
"bodily injury arises from the use of a
covered "auto" you own or hire. This
coverage is excess over any other
collectible insurance

SECTION III-
COVERAGE.

PHYSICAL DAMAGE
7, EXPENSE OF RETURNING A STOLEN
"AUTO" and SIGN COVERAGE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, A.1.

COVERAGE:
d, Expense Of Returning A Stolen
"Auto"
We will pay for the expense of
returning a covered "auto" to you,
e. Sign Coverage
We will pay for loss to signs,
murals, paintings or graphics,
as part of equipment, which are
displayed on a covered "auto".

The most we will pay for "loss" in
any one "accident" is the lesser of:
1 . The actual cash value of
the property as of the
time of the "loss"; or

2. The cost of repairing or
replacing the damaged or
stolen property with other
property of like kind and
quality; or

3. $2,000.

8. GLASS BREAKAGE DEDUCTIBLE
The following is added to SECTION MI-
PHYSICAL DAMAGE COVERAGE A.

COVERAGE paragraph 3, Glass
Breakage - Hitting a Bird or Animal -
Falling Objects or Missiles:

Any deductible shown in the
Declarations as applicable to the
Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F covered "auto" will not apply to glass
breakage if such glass is repaired,
rather than replaced.

9. TRANSPORTATION EXPENSE
Paragraph 4. Coverage Extension, of

SECTION III - PHYSICAL DAMAGE
COVERAGE, A. COVERAGE is replaced
with the following:
4, Coverage Extension
We will pay up to $50 per day to a
maximum of $1500 for temporary
transportation expense incurred by
you because of the total theft of a
covered "auto" of the private
passenger type. We will pay only
for those covered "autos" for which
you carry either Comprehensive or
Specified Causes of Loss
Coverage. We will pay for
temporary transportation expenses
incurred during the period beginning
24 hours after the theft and ending,
regardless of the policy's expiration,
when the covered "auto" is returned
to use or we pay for its "loss".

10. HIRED AUTO PHYSICAL DAMAGE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, A.

COVERAGE:

5. Hired Auto Physical Damage
If hired "autos" are covered "autos"
for Liability Coverage and if Physical
Damage Coverage of
Comprehensive, Specified Causes
of Loss, or Collision is provided
under this Coverage Form for any
"auto" you own, then the Physical
Damage Coverage(s) provided is
extended to "autos" you hire without
a driver or your employee hires,
without a driver, at your
direction, for the purpose of
conducting your business, for a
period of 30 days or less, of like
kind and use as the "autos" you
own, subject to the following:

The most we will pay for any one
loss is the lesser of the following:
a, $50,000 per accident, or
b, cash value, or
c, the cost of repair,
minus the deductible equal to the
lowest deductible applicable to any
owned "auto" for that coverage.

Any deductible shown in the
Declarations does not apply to
loss" caused by fire or lightning.

Subject to the limitand deductible
stated above, we will provide
coverage equal to the broadest
coverage provided to any covered
"auto" you own, that is applicable to
the loss.

If the loss arises from an accident
for which you are legally liable and
the lessor incurs an actual financial
loss from that accident, we will
cover the lessor's actual financial
loss of use of the hired "auto" for a
period of up to seven consecutive
days from the date of the accident,
subject to a limitof $1,000 per
accident;

11. AUDIO, VISUAL AND DATA

ELECTRONIC EQUIPMENT

COVERAGE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, A.

COVERAGE:

6. Audio, Visual and Data Electronic
Equipment Coverage
We will pay for "loss" to any
electronic equipment that receives
Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F or transmits audio, visual or data
signals and that is not designed
solely for the reproduction of sound.

This coverage applies only ifthe
equipment is permanently installed
in the covered "auto" at the time of
the "loss" or the equipment is
removable from a housing unit
which Is permanently installed in the
covered "auto* at the time of the
"loss", and such equipment is
designed to be solely operated by
use of the power from the "autoV
electrical system, in or upon the
covered "auto", including its
antennas and other accessories.

However. this does not include
tapes, records or discs.

The exclusions that apply to

PHYSICAL DAMAGE COVERAGE,
except for the exclusion relating to
Audio, Visual and Data Electronic
Equipment, also apply to coverage
provided herein, in addition, the
following exclusions apply:

We will not pay , under this
coverage, for either any electronic
equipment or accessories used with
such electronic equipment that is:

1. Necessary for the normal
operation of the covered
"auto" or the monitoring of
the covered "auto's"
operating system; or
2, Both:

An integral part of the
same unit housing any
sound reproducing
equipment designed
solely for the
reproduction of sound if the
sound reproducing
equipment is permanently
installed in the covered
"auto", and
b. Permanently installed
in the opening of the dash
or console normally used
by the manufacturer for the
installation of a radio.

With respect to coverage herein, the
LIMIT OF INSURANCE provision of

PHYSICAL DAMAGE COVERAGE
is replaced by the following:
1,

2. The most we will pay for all
loss" to audio, visual or data
electronic equipment and any
accessories used with this
equipment as a result of any
one "accident" is the lesser of
a.
b.
c.

The actual cash value of
the damaged or stolen
property as of the time of
the "loss"; or
The cost of repairing or
replacing the damaged or
stolen property with other
property of like kind and
quality; or
$500.

An adjustment for
depreciation and physical
condition will be made in
determining actual cash value
at the time of the "loss".

Deductibles applicable to

PHYSICAL DAMAGE
COVERAGE, do not apply
to this Audio, Visual and Data
Electronic Equipment
Coverage.

Ifthere is other coverage provided
by this policy for audio, visual and
data electronic equipment, the
coverage provided herein is
Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F excess. However, you may elect to
apply the limitor any portion thereof
of coverage provided herein to pay
any deductible that is applicable
under the provisions of the other
coverage.

12. RENTAL REIMBURSEMENT and

MATERIAL TRANSFER EXPENSE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, A.

COVERAGE:

7. Rental Reimbursement and
Material Transfer Expense
This coverage provides only those
Physical Damage Coverages where
a premium is shown in the
Declarations. It applies only to a
covered "auto" described or
designated to which the Physical
Damage Coverages apply.

We will pay for auto rental expenses
and the expenses, incurred by you
because of "loss" to a covered
"auto", to remove and transfer your
materials and equipment from the
covered "auto". Payment applies in
addition to the otherwise applicable
amount of each coverage you have
on a covered "auto". No
deductibles apply to this coverage.

We will pay only for those auto
rental expenses incurred during the
policy period beginning 24 hours
after the "loss" and ending,
regardless of the policy's expiration,
with the lesser of the following
number of days:

1. The number of days
reasonably required to
repair or replace the
covered uauto". If "loss" is
caused by theft, this
number of days is added
to the number of days it
takes to locate the covered
"auto" and transport it to a
repair shop.

2. 60 days.

Our payment is limited to the lesser
of the following amounts:
1, Necessary and actual
expenses incurred,
including loss of use.
2, $3000.

This auto rental expense coverage
does not apply while there are
spare or reserve "autos" available to
you for your operations.

If "loss" results from the total theft of
a covered "auto" of the private
passenger type, we will pay under
this coverage only that amount of
your rental reimbursement
expenses which is not already
provided for under the SECTION

III-PHYSICAL DAMAGE
COVERAGE, A. 4. Coverage
Extension.

13. AIRBAG COVERAGE
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, B.

Exclusions, paragraph 3.

The portion of this exclusion relating to
mechanical or electrical breakdown does not
apply to the accidental discharge of an
airbag. This coverage is excess of other
collectible insurance or warranty. No
deductible applies to this Airbag Coverage.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F 14 AUTO LOAN PHYSICAL DAMAGE

EXTENSION
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, C.

Limit Of Insurance provision:

When a "loss" results in a total loss to a
covered auto you own for which a Loss
Payee is designated in this policy, the most
we will pay for "loss" in any one "accident" is
the greater of:

1. The actual cash value of the
damaged or stolen property as of
the time of the "loss"; or

2. The outstanding balance of the
initial loan, less any amounts for
taxes, overdue payments, overdue
payment charges, penalties,
interest, any charges for early
termination of the loan, costs for
Credit Life Insurance, Health,
Accident or Disability Insurance
purchased with the loan, and
carry-over balances from previous
loans.
15 AUTO LEASE PHYSICAL DAMAGE

EXTENSION
The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, C.

Limit Of Insurance provision:

If, because of damage, destruction or theft
of a covered "auto", which is a long-term
leased "auto", the lease agreement between
you and the lessor is terminated, "we" will
pay the difference between the amount paid
under paragraph C. LIMIT OF INSURANCE

1. or 2. and the amount due at the time of
"loss" under the terms of the lease
agreement applicable to the leased "auto"
which you are required to pay: less any fees
to dispose of the auto; any overdue
payments; financial penalties
imposed under a lease for excessive use,
abnormal wear and tear or high mileage;
security deposits not refunded by the lessor;
cost for extended warranties, Credit Life
Insurance. Health, Accident or Disability
Insurance purchased with the loan; and
carry over balances from previous leases.

This coverage applies only to the initial
lease for the covered "auto" which has not
previously been leased. This coverage is
excess over all other collectible insurance.

SECTION IV - CONDITIONS

16. DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
The following is added to SECTION IV -
BUSINESS AUTO CONDITIONS, A. Loss
Conditions, 2. Duties In The Event Of
Accident, Claim, Suit Or Loss:
d. Knowledge of any "accident",
claim, "suit" or "loss" will be
deemed knowledge by you when
notice of such "accident",
claim, "suit" or "loss" has been
received by:
(1) You, if you are an individual;
(2) Any partner or insurance
manager if you are a
partnership; or
(3) An executive officer or
insurance manager if you are
a corporation.

17. BLANKET WAIVER OF

SUBROGATION
Paragraph 5. Transfer Of Rights Of
Recovery Against Others To Us,

SECTION IV - BUSINESS AUTO
CONDITIONS, A. Loss Conditions is
replaced by the following:

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Copyright. Insurance Services Office. Inc.. 1996
461-0155 (9-97)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

5. Transfer Of Rights Of Recovery
Against Others To Us
If any person or organization to or
for whom we make payment under
this Coverage Form has rights to
recover damages from another,
which have not been waived
through the execution of an "insured
contract", written agreement, or
permit, prior to the "accident" or
"loss" giving rise to the payment,
those rights to recover damages
from another are transferred to us.

That person or organization must do
everything necessary to secure our
rights and must do nothing after the
"accident" or "loss" to impair them,

18. UNINTENTIONAL FAILURE TO

DISCLOSE INFORMATION
The following is added to SECTION IV
BUSINESS AUTO CONDITIONS. B.

General Conditions, paragraph 2.

Concealment, Misrepresentation Or
Fraud:

Your unintentional error in disclosing, or
failure to disclose, any material fact
existing after the effective date of this
Coverage Form shall not prejudice your
rights under this Coverage Form.

However, this provision does not affect
our right to collect additional premium or
exercise our right of cancellation or
nonrenewal.

19. HIRED AUTO-WORLDWIDE

COVERAGE
The followingis added to SECTION IV -
Business Auto Conditions, B. General
Conditions, paragraph 7. Policy Period,
Coverage Territory provision:
e. Outside the coverage territory
described in a., b., a, and d.
above for an "accident" or "loss"
resulting from the use of a
covered "auto" you hire, without a
driver, or your employee hires
without a driver, at your direction,
for the purpose of conducting your
business, for a period of 30 days
or less, provided the suit is
brought within The United States
of America or its territories or
possessions.

SECTION V - DEFINITIONS

20. MENTAL ANGUISH
Paragraph C. "Bodily injury", SECTION V
DEFINITIONS is replaced by the following:

C. "Bodily injury" means bodily injury,
sickness or disease sustained by a
person including death or mental
anguish resulting from any of these.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This page hasbeenleft blank intentionally.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F AW2D78128702
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
B.

The following is added to SECTION II -
LIABILITY COVERAGE, Paragraph A.1. Who Is
An Insured:

Additional Insured if Required by Contract
If you agree in a written contract, written
agreement or written permit that a person or
organization be added as an additional "insured"
under this Coverage Part, such person or
organization is an "insured"; but only to the extent
that such person or organization qualifies as an
"insured" under paragraph A.1.C. of this Section.

If you agree in a written contract, written
agreement or written permit that a person or
organization be added as an additional "insured"
under this Coverage Part, the most we will pay on
behalf of such additional "insured" is the lesser of:
(1) The Limits of Insurance for liability coverage
specified in the written contract, written
agreement or written permit; or
(2) The Limits of Insurance for Liability Coverage
shown in the Declarations applicable to this
Coverage Part.

Such amount shall be part of and not in addition to
the Limits of Insurance shown in the Declarations
applicable to this Coverage Part. Regardless of
the number of covered "autos", "insureds",
premiums paid, claims made or vehicles involved
in the "accident", the most we will pay for the total
of all damages and "covered pollution cost or
expense" combined resulting from any one
"accident" is the Limit of Insurance for Liability
Coverage shown in the Declarations.

The following is added to SECTION IV -
BUSINESS AUTO CONDITIONS, Paragraph B.

General Conditions, subparagraph 5. Other
Insurance:

Primary and Non-Contributory
If you agree in a written contract, written
agreement or written permit that the insurance
provided to a person or organization who qualifies
as an additional "insured" under SECTION II -
LIABILITY COVERAGE, Paragraph A.1. Who Is
An Insured, subparagraph Additional Insured if
Required by Contract is primary and non-
contributory, the following applies:

The liability coverage provided by this Coverage
Part is primary to any other insurance available to
the additional "insured" as a Named Insured. We
will not seek contribution from any other insurance
available to the additional "insured" except:
(1) For the sole negligence of the additional
"insured"; or
(2) For negligence arising out of the ownership,
maintenance or use of any "auto" not owned
by the additional "insured" or by you, unless
that "auto" is a "trailer" connected to an "auto"
owned by the additional "insured'" or by you; or
(3) When the additional "insured" is also an
additional "insured" under another liability
policy.

C. This endorsement will apply only if the "accident"
occurs:

1. During the policy period;

2. Subsequent to the execution of the written
contract or written agreement or the issuance
of the written permit; and

3. Prior to the expiration of the period of time that
the written contract, written agreement or
written permit requires such insurance to be
provided to the additional "insured".

D. Coverage provided to an additional "insured" will
not be broader than coverage provided to any
other "insured" under this Coverage Part.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.

461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc.. with its permission DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This page has been left blank intentionally.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F UH2D781281 01

HANOVER COMMERCIAL FOLLOW FORM EXCESS AND

UMBRELLA POLICY
Various provisions of this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

We will not pay sums or perform acts or services unless explicitly provided for in this policy.

Throughout this policy the words you and your refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words we, us and our refer to the Company providing this insurance.

Other words and phrases that appear in quotation marks have special mean ing. Refer to the Definitions Section of this policy.

1. INSURING AGREEMENTS

1. Coverage A-Follow Form Excess Liability
Insuring Agreement
a. We will pay on behalf of the insured those
sums in excess of the "underlying
insurance" which the insured becomes
legally obligated to pay as damages,
provided:
(1) Such damages are covered by
"underlying insurance";
(2) The event which triggers coverage on
the "underlying insurance" takes place
during the policy period of this
insurance, and
(3) The applicable Limit of Insurance of
the "underlying insurance" is
exhausted by payment of judgments,
settlements, related costs or expenses
for damages also covered under this
policy. We will not pay if the Limit of
Insurance of "underlying insurance" is
exhausted by payment for damages to
which this insurance does not also
apply.
b. We will not pay damages that the
"underlying insurance" does not pay for
any reason other than exhaustion of limits
of the "underlying insurance" by payment
of judgments, settlements, related costs or
expenses.
c. The terms and conditions of the
"underlying insurance" in effect at the
inception of this policy apply unless they
are inconsistenl with the terms and
conditions of this policy.
d. The amount we will pay for damages is
limited as described in section VI. LIMITS

OF INSURANCE
e. We have no obligation under this
insurance with respect to any claim or
"suit" settled without our consent.
f. This policy does not apply to any part of
loss within the Limit of Insurance of
"underlying insurance", or any related
costs or expenses.
g. No other obligation or liability to pay sums
or perform acts or services is covered
unless explicitly provided for under section
II. DEFENSE AND SETTLEMENT and
section V. SUPPLEMENTAL
PAYMENTS.

Coverage B -Umbrella Liability Insuring
Agreement
a. We will pay on behalf of the insured those
sums in excess of the "retained limit"
shown in the Declarations which the
insured becomes legally obligated to pay
as damages because of "bodily injury",
"property damage", "personal injury" and
"advertising injury" to which this coverage
applies, provided:
(1) The:
(a) "Bodily injury" or "property
damage" is caused by an
"occurrence"; or
(b) "Personal injury" and "advertising
injury" is caused by an offense
arising out of your business;
Which took place within the coverage
territory as described in section IV.

COVERAGE TERRITORY;
(2) The "bodily injury" or "property
damage" occurs during the policy
period, and the offense causing
"personal injury" or "advertising injury"
is first committed during our policy
period; and
475-000101 18 Includes copyrighted material of Insurance Services Office Inc., with its permission Copyright 2017 The Hanover Insurance Group, Inc. All Rights Reserved

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DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F AW2D78128702
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM
With respect to coverage provided by th s endorsement, the provisions of the Coverage Form apply unless modified by this endorsement
This endorsement identifies person(s) or organizatiort(S) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective or the inception date of the policy unless another date is indicated below.

Endorsement Effective 1/1/2020 CountersignedBv: /" \. /\-/J (Authorized Representative)
Named Insured;
Kittelson & Associates, Inc.

SCHEDULE
Name of Person(s) or Organization^):

BLANKET ADDITIONAL INSURED PER

WRITTEN AGREEMENT, CONTRACT OR
PERMIT
(If no entry appears above, information required to complete this endorsement will be shown in the Decla rations as'applicable to the endorsement.)
Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an 'Insured" under the Who Is An Insured Provision con tained in Section II ot the Coverage Farm
CA 20 48 02 99 Copyright InsuranceServicesOffice, frit, 1998 Page 1 of1 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This page has been left blank intentionally.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F ZD2D78128001 0901120

COMMERCIAL GENERAL LIABILITY
CG 00 01 04 13

COMMERCIAL GENERAL 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,
and any other person or organization qualifying as a
Named Insured under this policy. The words "we",
"us" and "our" refer to the company providing this
insurance.

The word "insured" means any person or organization
qualifying as such under Section II - Who Is An
Insured.

Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V -
Definitions,

SECTION I - COVERAGES

COVERAGE A- BODILY INJURY AND PROPERTY

DAMAGE LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "bodily injury" or "property damage"
to which this insurance applies. We will have
the right and duty to defend the insured against
any "suit" seeking those damages. However,
we will have no duty to defend the insured
against any "suit" seeking damages for "bodily
injury" or "property damage" to which this
insurance does not apply. We may, at our
discretion, investigate any "occurrence" and
settle any claim or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section III - Limits
Of Insurance; and
(2) Our right and duty to defend ends when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments - Coverages A and B.
b. This insurance applies to "bodily injury" and
"property damage" only if:
(1) The "bodily Injury or "property damage" is
caused by an "occurrence" that takes place
in the "coverage territory";
(2) The "bodily injury" or "property damage"
occurs during the policy period; and
(3) Prior to the policy period, no insured listed
under Paragraph 1. of Section II - Who Is
An Insured and no "employee" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the "bodily
injury" or "property damage" had occurred,
in whole or in part. If such a listed insured
or authorized "employee" knew, prior to the
policy period, that the "bodily injury" or
"property damage" occurred, then any
continuation, change or resumption of such
"bodily injury" or "property damage" during
or after the policy period will be deemed to
have been known prior to the policy period.
c. "Bodily injury" or "property damage" which
occurs during the policy period and was not,
prior to the policy period, known to have
occurred by any insured listed under
Paragraph 1. of Section ll - Who Is An Insured
or any "employee" authorized by you to give or
receive notice of an "occurrence" or claim,
includes any continuation, change or
resumption of that "bodily injury" or "property
damage" after the end of the policy period.
d. "Bodily injury" or "property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1. of Section II - Who Is An
Insured or any "employee" authorized by you to
give or receive notice of an "occurrence" or
claim:
(1) Reports all, or any part, of the "bodily injury"
or "property damage" to us or any other
insurer;
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury"or "property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
e. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, toss of services or death
resulting at any time from the "bodily injury".

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3. The Products-Completed Operations Aggregate
Limitis the most we will pay under Coverage A for
damages because of "bodily injury" and "property
damage" included in the "products-completed
operations hazard".

4. Subject to Paragraph 2. above, the Personal And
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal and advertising injury"
sustained by any one person or organization.
5- Subject to Paragraph 2. or 3. above, whichever
applies, the Each Occurrence Limit is the most we
willpay for the sum of:
a. Damages under Coverage A; and
b. Medical expenses under Coverage C
because of all "bodily injury" and "property
damage" arising out of any one "occurrence".

6. Subject to Paragraph 5. above, the Damage To
Premises Rented To You Limit is the most we will
pay under Coverage A for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
while rented to you or temporarily occupied by you
with permission of the owner.

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses because of
"bodily injury" sustained by any one person.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months, starting
with the beginning of the policy period shown in the
Declarations, unless the policy period is extended
after issuance for an additional period of less than 12 months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.

SECTION IV - COMMERCIAL GENERAL LIABILITY

CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
a. You must see to it that we are notified as soon
as practicable of an "occurrence" or an offense
which may result in a claim. To the extent
possible, notice should include:
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
ZD2D781280 00 0901120
(3) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. If a claim is made or "suit" is brought against
any insured, you must
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notifyus as soon as practicable.

You must see to it that we receive written
notice of the claim or "suit" as soon as
practicable.
c. You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the claim or defense against
the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of injury or damage
to which this insurance may also apply.
d. No insured will, except at that insured's own
cost, voluntarily make a payment, assume any
obligation, or incur any expense, other than for
first aid, without our consent.

3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us into
a "suit" asking for damages from an insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.

A person or organization may sue us to recover on
an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this Coverage Part or that are in excess of the
applicable limit of insurance. An agreed settlement
means a settlement and release of liability signed
by us, the insured and the claimant or the
claimant's legal representative.

CG 00 01 04 13 •Insurance Services Office, Inc., 2012 Page 11 of 16 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

4. Other Insurance
If other valid and collectible insurance is available
to the insured for a loss we cover under
Coverages A or B of this Coverage Part, our
obligations are limited as follows:
a, Primary Insurance
This insurance is primary except when
Paragraph b. below applies. If this insurance is
primary, our obligations are not affected unless
any of the other insurance is also primary.

Then, we will share with all that other
insurance by the method described in
Paragraph c. below.
b. Excess Insurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether
primary, excess, contingent or on any
other basis:
(i) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work";
(ii) That is Fire insurance for premises
rented to you or temporarily
occupied by you with permission of
the owner;
(iii) That is insurance purchased by you
to cover your liability as a tenant for
"property damage" to premises
rented to you or temporarily
occupied by you with permission of
the owner; or
(iv) If the loss arises out of the
maintenance or use of aircraft,
"autos" or watercraft to the extent not
subject to Exclusion g, of Section I -
Coverage A - Bodily Injury And
Property Damage Liability.
(b) Any other primary insurance available to
you covering liability for damages
arising out of the premises or
operations, or the products and
completed operations, for which you
have been added as an additional
insured.
(2) When this insurance is excess, we will have
no duty under Coverages A or B to defend
the insured against any "suit" if any other
insurer has a duty to defend the insured
against that "suit". If no other insurer
defends, we will undertake to do so, but we
will be entitled to the insured's rights
against all those other insurers.

ZD2D781280 00 0901120
(3) When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(a) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(b) The total of all deductible and self-
insured amounts under all that other
insurance.
(4) We will share the remaining loss, if any,
with any other insurance that is not
described in this Excess Insurance
provision and was not bought specifically to
apply in excess of the Limits of Insurance
shown in the Declarations of this Coverage
Part.

Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method
also. Under this approach each insurer
contributes equal amounts until it has paid its
applicable limit of insurance or none of the loss
remains, whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer's
share is based on the ratio of its applicable
limit of insurance to the total applicable limits of
insurance of all insurers.

Premium Audit
a. We will compute
Coverage
and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only.

At the close of each audit period we will
compute the earned premium for that period
and send notice to the first Named Insured.

The due date for audit and retrospective
premiums is the date shown as the due date
on the bill. If the sum of the advance and audit
premiums paid for the policy period is greater
than the earned premium, we will return the
excess to the first Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
ail premiums
Part in accordance with
for this
our rules

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or "suit" is brought

8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of
any payment we have made under this Coverage
Part, those rights are transferred to us. The
insured must do nothing after loss to impair them.

At our request, the insured will bring "suit" or
transfer those rights to us and help us enforce
them.

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we
will mail or deliver to the first Named Insured
shown in the Declarations written notice of the
nonrenewal not less than 30 days before the
expiration date.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V-DEFINITIONS
1- "Advertisement" means a notice that is broadcast
or published to the general public or specific
market segments about your goods, products or
services for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding web sites, only that part of a web
site that is about your goods, products or
services for the purposes of attracting
customers or supporters is considered an
advertisement.

2. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged.

ZD2D781280 00 0901120
However, "auto" does not include "mobile
equipment".

3. "Bodily injury" means bodily injury, sickness or
disease sustained by a person, including death
resulting from any of these at any time.

4. "Coverage territory" means:
a. The United States of America (including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if the
injury or damage occurs in the course of travel
or transportation between any places included
in Paragraph a. above; or
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you in
the territory described in Paragraph a.
above;
(2) The activities of a person whose home is in
the territory described in Paragraph a.
above, but is away for a short time on your
business; or
(3) "Personal and advertising injury" offenses
that take place through the Internet or
similar electronic means of communication;
provided the insured's responsibility to pay
damages is determined in a "suit" on the merits, in
the territory described in Paragraph a. above or in
a settlement we agree to.

5. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

6. "Executive officer" means a person holding any of
the officer positions created by your charter,
constitution, bylaws or any other similar governing
document.

7. "Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.

8. "Impaired property" means tangible property, other
than "your product" or "your work", that cannot be
used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract
or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work" or your fulfilling the
terms of the contract or agreement.

CG00 01 0413 © Insurance Services Office, Inc., 2012 Page 13 of 16 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F DPR9952917

PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY

POLICY-

ARCHITECTS, CONSULTANTS AND ENGINEERS
THIS IS A "CLAIMS-MADE AND REPORTED" POLICY THIS POLICY REQUIRES THAT A CLAIM BE

MADE AGAINST THE INSURED DURING A POLICY YEAR AND REPORTED TO THE COMPANY, IN

WRITING, DURING THAT POLICY YEAR OR AUTOMATIC EXTENDED REPORTING PERIOD,

CERTAIN STATES MANDATE SPECIFIC WARNINGS, EXCEPTIONS OR CONDITIONS MODIFYING THE TERMS AND CONDITIONS OF THIS POLICY. PLEASE READ THIS POLICY CAREFULLY, INCLUDING THE DECLARATIONS AND ALL ENDORSEMENTS.

THIS POLICY CONTAINS PROVISIONS THAT UMIT THE AMOUNT OF CLAIM EXPENSES THE COMPANY IS RESPONSIBLE TO PAY IN CONNECTION WITH CLAIMS. CLAIM EXPENSES SHALL BE SUBJECT TO ANY APPLICABLE DEDUCTIBLE AMOUNT. THE PAYMENT OF CLAIM EXPENSES WILL REDUCE THE LIMITS OF LIABILITY STATED IN ITEM 3. OF THE DECLARATIONS.

In consideration of the payment of the Policy Premium stated in Item 5. of the Declarations, and in reliance upon the statements contained in the Application and any other supplemental materials and information submitted to the Company with respect to this Pdicy, and subject to all the terms and conditions of this Policy, the Company agrees with the NAMED INSURED as follows:

I. INSURING AGREEMENTS
A. Professional Liability
The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that the INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S) first made against the INSURED during a POLICY YEAR and first reported to the Company, in writing, during that POLICY YEAR or within sixty (60) days after the end of that POLICY YEAR, provided that:

1. The CLAIM(S) arises out of a WRONGFUL ACT;

2. Such WRONGFUL ACT was oommitted or alleged to have been committed on or after the applicable Retroactive Date(s) stated in Item 6. of the Declarations; and

3. Prior to the ANNIVERSARY DATE stated in Item 7. of the Declarations, none of the INSURED'S directors, officers, principals, partners or insurance managers knew or should have known that such WRONGFUL ACT might give rise to a CLAIM(S).

B. Contractors Pollution Legal Liability
The Company agrees to pay on behalf of the INSURED all sums in excess of the Deductible, subject to the Policy Limits of Liability, that the INSURED becomes legally obligated to pay as DAMAGES and/or CLAIM EXPENSES as a result of any CLAIM(S) first made against the INSURED during a POLICY YEAR and first reported to the Company, in writing, during that POLICYYEARor withinsixty (60) days after the end of that POLICYYEAR, provided that

1. The CLAIM(S) is for POLLUTION CONDITIONS arising out of the performance of CONTRACTING SERVICES rendered by or on behalf of the INSURED;

2. The CONTRACTING SERVICES out of which the POLLUTION CONDITIONS arise were performed on or after to the applicable Retroactive Date(s) stated in Item 6. of the ! Declarations; and
LDD0501116 Page 1 of 16 12/12/2019 6:16:40 PM
© 2016 XL. America, Inc. All Rights Reserved.

May not be copied without permission.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

2. The specific nature and extent of the injury or damage that has been sustained; and

3. How the INSURED first became aware of such CIRCUMSTANCE(S), then any CLAIM(S) that may subsequently be made against the INSURED arising out of such reported CIRCUMSTANCE(S) shall be deemed to have been made on the date first written notice of the CIRCUMSTANCE(S) was received by the Company. This rfeht conferred upon the INSURED in this Paragraph shall terminate at the end of the POLICY PERIOD and shall not exist during the Automatic Extended Reporting Period or Optional Extended Reporting Period.

XL OTHER CONDITIONS
A. Cancellation
This Policy may be canceled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Policy may be canceled by the Company by mailing to the NAMED INSURED, at the address stated in Item 1. of the Declarations, written notice stating when, not less than thirty (30) days thereafter (or ten (10) days thereafter for non-payment of premium), such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the POLICY PERIOD. Delivery of such written notice either by the NAMED INSURED or by the Company shall be equivalent to mailing.

If this Policy is canceled, earned premium shall be computed in accordance with the Company1s guidelines with respect to cancellation. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation.

B. Action Against The Company
No action may be brought against the Company unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this Policy, nor until the amount of the INSURED'S obligation to pay shall have been finally determined either by judgment against the INSURED in a contested proceeding after final judgment has been rendered and any appeal decided, or by written agreement of the INSURED,the claimant and the Company. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED'S liability, nor shall the INSURED or the INSURED'S legal representative join the Company in such action. Bankruptcy or insolvency of the INSURED or the INSURED'S estate shall not relieve the Company of any of its obligations hereunder.

C. Assignment
This Policy may not be assigned or transferred without written consent of the Company.

D. Subrogation
In the event of any payment under this Pdicy, the Company shall be subrogated to all the INSURED'S rights of recovery therefor against any person or organization, and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights, The INSURED shall do nothing after a CLAIM(S) to prejudice such rights.

However, it is agreed that the Company waives its rights of subrogation under this Policy against clients of the INSURED as respects any CLAJM(S) arising from PROFESSIONAL SERVICES, or CONTRACTING SERVICES under the client's contract requiring waiver of subrogation, but only to the extent req uired by written contract,
LDD0501116 Page 15 of 16 12/12/2019 6:16:40 PM
© 2016 X.L America, Inc. All Rights Reserved,
May not be copied without perm ission.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This endorsement, effective 12:01 a.m., 01/01/2020 forms a part of Policy No. DPR9952917
Issued to Kittelson & Associates, Inc.
by XL Specialty Insurance Company.

THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.

POLICY CANCELLATION - NOTICE TO DESIGNATED ENTITIES
This endorsement modifies insurance provided under the following:

PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY- ARCHITECTS.

CONSULTANTS AND ENGINEERS
Section XI. OTHER CONDITIONS, Paragraph A. Cancellation is amended by the addition of the following:

In the event that the Company cancels this Policy for any statutorily permitted reason other than non payment of premium, the Company agrees to provide thirty (30) days' notice of cancellation of this Policy to any entity with whom the NAMED INSURED agreed in a written contract or agreement would be provided with notice of cancellation of this Policy, provided that:

1. The Company receives, at least fifteen (15) days prior to the date of cancellation, a written request from the NAMED INSURED to provide notice of cancellation to entities designated by the NAMED INSURED to receive such notice and;

2. The written request includes the name and address of each person or entity designated by the NAMED INSURED to receive such notice.

This endorsement does not apply to non-renewal of the Policy, cancellation at the INSURED'S request, or to cancellation of the Policy for non-payment of premium to the Company or to a premium finance company authorized to cancel the Policy. Furthermore, nothing contained in this endorsement shall be construed to provide any rights under the Policy to the entities receiving notice of cancellation pursuant to tills endorsement nor shall this endorsement amend or alter the effective date of cancellation stated in the cancellation notice issued to the NAMED INSURED.

All other terms and conditions of the Policy remain unchanged.

LDD4521116 Page1of1 12/12/2019 6:16:40 PM
© 2016 XL, America, Inc. All Rights Reserved.

May not be copied without permission.

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DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F WORKERS1 COMPENSATION AND EMPLOYERS* LIABILITY INSURANCE POLICY WC 00 03 13

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below.
(The following"attaching clause" need be completed only wh©n this endorsement is Issued subsequent to preparation of the policy,) This endorsement, effective on 1/1/20 at 12:01am standard time, forms a part of n ! m lAi^n-M^en *u. Allmerica Financial Benefit Insurance CompanyPolicy No. WM2 D781289 of the (NAME OF INSURANCE COMPANY)
issued to Kittelson & Associates, Inc.
1 * ' "Y-y^^yUJffy
Authorized Representative
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 applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.* This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
A^AZ^CFL.IDJ^MD.M^MO^NY^QOR^P^VA
THIS ENDORSEMENT APPLIES AS A.BLANKETWAIVER

OF SUBROGATION FOR THOSE PARTIES HAVING A WRITTEN

CONTRACT WITH THE POLICYHOLDER REQUIRING A WAIVER

OF SUBROGATION FOR WORKERS COMPENSATION COVERAGE OF THE POLICYHOLDERS EMPLOYEES.

WC 00 03 13 Copyright 1983 National Council on Compensation Insurance Page 1 of 1 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This pagehasbeen left blank intentionally.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the rightto recover our payments from anyone liable for an injurycovered by this policy. We willnot enforce our right against the person or organization named in the Schedule. {This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description

APPLIES AS BLANKET WAIVER

FOR THOSE HAVING A WRITTEN

CONTRACT WITH THE POLICY

HOLDER REQUIRING WOS FOR
WC POLICYHOLDER EMPLOYEES.

This endorsement changes the poticyto which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) EndorsementEffective 1/1/2020 PolicyNo, WM2D761289
Insured Insurance Company
Kittelson & Associates, Inc.

Countersigned By
WC(H03 06(EdO4-84)
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WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 00 01 06 A (Ed. 4-92)

LONGSHORE AND HARBOR WORKERS' COMPENSATION ACT

COVERAGE ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below.
(The following"attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 01 /01/2020
Policy No. WM2D781289 of the
issued to Kittelson & Associates, Inc.
(Date)
at 12:01 A.M. standard time, forms a part of
Allmerica Financial Benefits Insurance Company
(NAME OF INSURANCE COMPANY)
C^at^J^
Authorized Representative
This enddrsement applies only to work subject to the Longshore and Harbor Workers' Compensation Act in a state shown in the Schedule. The policy applies to that work as though that state were listed in Item 3.A. of the Information Page.

General Section C. Workers1 Compensation Law is replaced by the following:

C. Workers'Compensation Law
Workers' Compensation Law means the workers' or workmen's compensation law and occupational disease law of each state or territory named in Item 3A of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal worker's or workmen's compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits.

Part Two (Employers' LiabilityInsurance), C. Exclusions., exclusion 8., does not apply to worksubject to the Longshore and Harbor Workers' Compensation Act.

This endorsement does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act,or the Nonappropriated Fund Instrumentalities Act.

State
NY
VA
Schedule
Longshore and Harbor Workers'
Compensation Act Coverage Percentage

78.8%

73.0%
The rates for classifications with code numbers not followed by the letter "F are rates for work not ordinarily subject to the Longshore and HarborWorkers' Compensation Act. Ifthis policycovers work under such classifications,and ifthe workis subject to the Longshore and Harbor Workers' Compensation Act, those non-F classificationrates will be increased by the Longshore and HarborWorkers' Compensation ActCoverage Percentage shown in theSchedule, WC 419 (4-92)
WC 00 01 06 A (Ed. 4-92) Copyright 1983,1991 National Council on Compensation Insurance. Page 1 of 1 DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F This pagehas been left blank intentionally.

DocuSign Envelope ID: 42E0DF83-3CB1-4413-B181-ACEF6DC30A3F

TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3 A. of the Information Page.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injuryarising out of the operattons described in the Schedule where you are required by a written contract to obtain this waiver from us.

This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

The premium for this endorsement is shown in the Schedule.

Schedule

1. D SpecificWaiver
Name of person or organization
S BlanketWaiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

2. Operations: ALL TEXAS OPERATIONS

3. Premium:

The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described.

4. Advance Premium:

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective 1/1/2020 PolicyNo.WM2D781289
Insured Kittelson & Associates Inc. r\
AllmericaFinancialBenefitInsurance Company ^ -SfiK^v.

Insurance Company Countersigned by I
Kvr
WC 42 03 04 B (Ed. 6-14) © Copyright2014 NationalCouncilon Compensation Insurance, Inc. All Rights Reserved.

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