Exhibit 1: Woods Works Fire Protection Agreement — Alameda City Council, September 2, 2025

Woods Works Fire Protection, Inc. 1 Service Provider Agreement Version 03-05-25

SERVICE PROVIDER AGREEMENT
This
SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of _________ 2025 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and Woods Works Fire Protection, Inc., a California Corporation whose address is 1600 Glenwood Drive, Scotts Valley, California 95066 in reference to the following facts and circumstances:

RECITALS
A. The 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. The City is in need of the following services: On-call maintenance, repair, and inspections for existing fire sprinkler systems in City-owned or controlled property at Alameda Point and other select locations throughout Alameda . City staff issued a n RFP on March 7, 2025 and after a submittal period of twenty four (24) days received six (6) timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider(s) that best meets the City’s needs.

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

D. Whereas, the City Council authorized the City Manager to execute this agreement on ___________________.

E. The City and Provider desire to enter into an agreement for On -call maintenance, repair, and inspections for existing fire sprinkler systems in City-owned or controlled property at Alameda Point and other select locations throughout Alameda , 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 of this Agreement shall commence on the _____ day of _______ 2025, and shall terminate on the ____ day of ____________ 2030, 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. 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.

Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E 31st August
Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 Exhibit 1
Woods Works Fire Protection, Inc. 2 Service Provider Agreement Version 03-05-25

3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit A and incorporated herein by this reference .

Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit A. b. The total five-year compensation for this Agreement shall not exceed $125,000.

Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.

4. TIME IS OF THE ESSENCE:

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

5. STANDARD OF CARE:

Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement . Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.

Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License , as needed ); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.

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 the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 Woods Works Fire Protection, Inc. 3 Service Provider Agreement Version 03-05-25
PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.

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 the 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 of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. H
OLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney ’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this A greement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees alleg e negligence, recklessness or willful misconduct on the part of 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.

Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. 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.

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 Sections

10.b. (1) through (3). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“S
hould 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 thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” 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 licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. 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 cert ificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:

Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:

Statutory coverage as required by the State of California , as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (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
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If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(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, agents, and volunteers is required. c. SUBROGATION WAIVER:

Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors.

(4) Intentionally_Omitted
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d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by 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.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) 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 policy if 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.

Additional Insured coverage under Provider’s policy shall be primary and non- contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the 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. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full.

11. CONFLICT OF INTEREST:

Provider w arrants 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 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 their designee may consent or reject such request in their 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, membership interest, partnership interest, or the equivalent, 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 Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of 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 their 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 reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that 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, Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 Woods Works Fire Protection, Inc. 8 Service Provider Agreement Version 03-05-25
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.

15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the 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 their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Generally, the City has the right to conduct audits of Provider’s financial, performance and compliance records maintained in connection with Contractor’s operations and services performed under the Agreement. In the event of such audit, Contractor agrees to provide the City with reasonable access to Contractor’s employees and make all such financial (including annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Contractor an opportunity to discuss and respond to any findings before a final audit report is filed.
b. 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 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 the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). c. 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 the 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.
d. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the 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:

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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).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Base Reuse and Economic Development
950 West Mall Square Suite 205
Alameda, CA 94501
ATTENTION: Annie Cox
Ph: (510) 747-6893 / Email: [email protected]
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

Woods Works Fire Protection, Inc.
1660 Glenwood Drive,
Scotts Valley, CA 95066
ATTENTION: Richard Woods
Ph: (510) 566-6082 / Email: [email protected]
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

C
ity of Alameda
Base Reuse and Economic Development
950 West Mall Square Suite 205
Alameda, CA 94501
ATTENTION: Alexis Krieg
Ph: (510) 747-6890 / Email: [email protected]

18. S
AFETY:
a. 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 Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 Woods Works Fire Protection, Inc. 10 Service Provider Agreement Version 03-05-25
all s afety 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 of the Agreement. Where any of these are in conflict, the more stringent requirement s will be followed. 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. 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. Provider will promptly submit to the City a writte n report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

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 the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the 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 any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to impose , at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 Woods Works Fire Protection, Inc. 11 Service Provider Agreement Version 03-05-25
(e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

22. 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 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 the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.

23. 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, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

A waiver by the 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.

25. INTEGRATED CONTRACT:

Subject to the language of Section 30, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein . This Agreement represents the full 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 cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

P
rovider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 Woods Works Fire Protection, Inc. 12 Service Provider Agreement Version 03-05-25
of the prevailing rates of per diem wages in effect at the commencement of this Agreement.

Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to in terested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

27. 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.

28. 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.

29. SIGNATORY:

By signing this A greement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

30. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) 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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IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

W
OODS WORKS FIRE PROTECTION, INC. CITY OF ALAMEDA
a California Corporation a municipal corporation
Richard Woods Jennifer Ott
President/Superintendent City Manager
R

ECOMMENDED FOR APPROVAL
Karen Cassel
Secretary/CEO
Abigail Thorne-Lyman
Base Reuse and Economic Development
Director
AP
PROVED AS TO FORM:

City Attorney
L en Aslanian
Assistant City Attorney
Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 Woods Works Fire Protection, Inc.

Union - Local 483
1660 Glenwood Drive., Scotts Valley, CA 95066
Phone:510-566-6082
License# (16-1050738
Email: [email protected]
Fire Sprinkler Specialist
Specializing in 5-year Testing and Maintenance - Title 19 Inspections - Design and Installation of New and Tenant Improvement Systems - Fire Pumps
DIR# PW-LR-1000875004
Woods Works Fire Protection, Inc. is a CA based union company that is serving the nine Bay Areas. We are a small but mighty company who believes in strong work ethic, and building healthy long-term relationships. We have proudly been in business for 20+ years.

Being, a union company we are certified and upheld to high standards. In addition, must obtain continuing education units through sanctioned union authorized classes. Our crew has loyally been with us for combined 13 years, and with the union we have access to additional union fitters to work with the demand of the work flow at any time.

We are very experienced in the commercial fire sprinkler industry. Our scope includes but not limited to tenant Improvements, demo, ground up buildings, and maintenance/ testing of systems.

Proud to work with Westfield Valley Fair and Westfield Oakridge Malls for 12+ years providing tenant improvements, demo, and handling emergency repairs.

In addition, we regularly complete quarterly, annuals and five-year for property managements.

Our desire is to continue to be an integral part of the local community.

Our crew will be minimum two techs for all inspections, Work schedule is based off the availability and needs of the facilities.

Alarms to be tested before operating hours.
/? 1
;Jincerely,
�{j� Richard Woods
President

Page 1 of 4 ends

Woods Works Fire Protection, Inc.

Phone: 510-566-6082
License: (16-1050738
Exhibit A
Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 14 President/Superintendent:

Richard (Rick} Woods
Woods Works Fire Protection, Inc.

Union - Local 483
1660 Glenwood Drive., Scotts Valley, CA 95066
Phone: 510-566-6082
License# C16-1050738
Email: [email protected]
Organization Chart
Email: [email protected]
Cell: 510-566-6082
Secretary/Admin
Karen Cassel
Email: [email protected]
Cell: 916-337-4052
Woods Works Fire Protection Inc. Team
President (1}
Admin/HR Manager (1}
Drafter (2)
Fitters (4)
Length of business:

Woods Works Fire Protection, LLC - 6/24/2004 to 2/2019
Woods Works Fire Protection, Inc. - 2/2019 to current
References:

Jeremy Murdock, Project Manager (Unibail-Rodamco-Westfield) Phone: (480)330-4201
Matthew Orozco, Senior Manager Data Centers/Building Manager, Coresite Phone: (415)722-5749
Mike Rohde, Director, Sand Hill Property Company
Phone: (408}896-6601

Page 2 of 4 ends

Woods Works Fire Protection, Inc.

Phone: 510-566-6082
License: C16-1050738
Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 15 Statement of Exceptions:

Woods Works Fire Protection, Inc.

Union - local 483
1660 Glenwood Drive., Scotts Valley, CA 95066
Phone: 510-566-6082
License# C16-1050738
Email: [email protected]
The only exception we are requesting is the window of time to service an emergency service call.

We have 24-hour phone number, but we would not be able to be to the site within one (1) hour from time of notification. We would do our best to be there within two (2) hours from time of notification.

Appendix C
Personnel Hourly Rate During Business Hourly Rate During Non- Hours (7am to 5pm, Monday Business Hours (Emergency)
through Friday)
Fire Sprinkler Fitter $185.00 an hour per fitter $277.50 an hour per fitter Fire Sprinkler Tech $175.00 an hour per hour $262.50 an hour per tech tech
Minimum Trip Charge 4 Hour Minimum 4 Hour Minimum
Scheduled Quarterlies, Flat rate based on size of
Annuals, and 5 Years building.

Standard Material Markup Rate: 7%
Standard Response Time for Non- Emergency: Response time to inquiry same day. Scheduling within five business days from notification
Standard Response Time for Emergency: Response time to inquiry when notified. Service time within two hours from notification.

Page 4 of 4 ends

Woods Works Fire Protection, Inc.

Phone: 510-566-6082
License:C16-1050738
Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 16 Woods Works Fire Protection, Inc.

Union - Local 483
1660 Glenwood Drive., Scotts Valley, CA 95066
Phone: 510-566-6082
License# C16-1050738
Email: [email protected]
Statement of Qualifications:

Our shop is located in San Jose, and we carry necessary equipment and tools on company vehicle as well.

Cost on projects vary based on the need of the work to be completed.

We have worked with Westfield for over 20+ years. We have come provided emergency service calls such as semitrucks damaging sprinkler heads in delivery bays, to sprinkler heads being damaged in retail stores and flooding out a space, to replacing faulty gauges. Regularly we provide drain downs for clients for any work being done on the systems. We run maintenance, repairs, and combining of systems on a regular basis on a complex mall system that runs on multiple risers.

In addition, we provide emergency repair services for Coresite for multiple locations, along with servicing and repair of fire pumps, and pre-actions systems, etc .. We also provide quarterly, annual, and five-year inspections for their multiple floor locations.

Inspections extend to multiple properties for Sand Hill Properties to include lofts, retail, and office buildings. Latest five-year inspection was March 2025.

Woods Works Fire Protection, Inc and its officers have never been involved in any litigation, bankruptcy, or reorganization for any reason.

Woods Works Fire Protection, Inc and it's officers do not have a proprietary interest in the Proposer, has never been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local government project because of a violation of law or safety regulation, etc ..

Page 3 of 4 ends

Woods Works Fire Protection, Inc.

Phone: 510-566-6082
License: ClG-1050738
Docusign Envelope ID: C21512F9-FFBD-4633-9984-A7C50B094BD5 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 17 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
7/30/2025
Orr & Associates Insurance Services
28780 Single Oak Dr
Ste 255
Temecula CA 92590
Certificates
800-311-3081
800-474-3003
[email protected]
License#: 0E63493
Certain UW Lloyds AA1122000
WOODWOR-02
Kemper/Infinity Select Insuran
20260
Woods Works Fire Protection Inc
1660 Glenwood Drive
Scotts Valley CA 95066
Insurance Company of the West
27847
Navigators Insurance Company
42307
1063731335
A
X
1,000,000
X
100,000
5,000
1,000,000
2,000,000
X
Y
Y
SP2250176
6/14/2025
6/14/2026
2,000,000
B
1,000,000
X
X
X
Y
Y
50010314601
6/14/2025
6/14/2026
A
X
5,000,000
X
SP2X250176
6/14/2025
6/14/2026
5,000,000
C
X
Y
WTX506608803
6/14/2025
6/14/2026
1,000,000
1,000,000
1,000,000
A
D
D
Pollution Liability
Equipment Floater
Equipment Floater
SP2250176
04-IM057887
04-IM057887
6/14/2025
6/14/2025
6/14/2025
6/14/2026
6/14/2026
6/14/2026
Aggregate
Misc Tools
Installation Floater
1,000,000
15,000
10,000
Certificate is subject to policy limits, conditions and exclusions.

The City of Alameda, its City Council, boards, commissions, officials, employees, agents, and volunteers are named as Additional Insured as per attached endorsement form(s).

The City of Alameda
2263 Santa Clara, Ave.,
Alameda, CA 94501
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 8/19/2025
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/8 /9 /10 /11 /12 □ /12 /8 /14 /10 □ /15 □ /16 /17 /18 /19 /20 /18 /21 /16 /21 /22/22 /16 /16 /23 /24/25 /16 /19 /10 /11 /12 /26 /27 /25 /10 /9 /10 /11 /14 □ /15 □ /22 /28 /20 /29 /30 /31 /32 /30 /33 □ /35 /36 /37 /38 □ /39 /38 /31 /31 /30 /33 /40 /41 /42 /43 /19 /19 /44 /16 /16 □ /45 /46 /47 /48 /49 □ /26 /48 /50 /51 □ /24/48 /52 /53 □ /25 /54 /55 /49 /47 □ /20 /22 /16 /8 /56 /57 /58 /48 /46 /47 /49 /49 /48 /53 □ /45 /8 □ /59 /16 /16 /21 /21 /60 /61 /62 /47 /46 /63 /46 /55 /49 /49 /47 /61 □ /64 /52 /15 □ /65 /61 /66 /55 /61 /55 /49 /52 □ /25 /47 /56 /47 /67 /49 □ /65 /61 /51 /54 /46 /48 /61 /67 /47 □ /68 /69 /70 /57 /48 /61 /52 /68 /54 /51 /49 /69 /70 /47 /46 □ /25 /47 /46 /71 /55 /67 /47 /15 □ /72 /73 /16 /16 /74 □ /44 /21 /21 /28 /59 /59 /75 /19/68 /56 /48 /55 /70 /51 □ /25 /47 /46 /71 /55 /67 /47 /15 □ /72 /73 /16 /16 /74 □ /59 /22 /59 /28 /17 /44 /59 /44 /76 /77 /35 /78 /29 /79 /80 □ /81 /35 /82 /83 /79 /84 □ /85 /86 □ /87 /88 /76 /84 /85 /89 /35 /80 /82 /85 /78 □ /79 /78 /90 /85 /84 /87 /79 /91 /79 /78 /80 /39 /38 /32 /92 □ /80 /38 /93 /38 /43 /41 /40 /92 □ /82 /90 □ /78 /36 /31 /94 /30 /33/79 /95 /32 /41 /33 /42 /37 /41 /38 /96 □ /90 /42 /37 /30 /97 /98 /98 /99 /98 /100 /99 /101 /102 /98 /99/16 /17 /18 /19 /20 /18 /21 /16 /21 /17 □ /19 /21 /15 /16 /19 □ /48 /103 /70 /103 /78 /42 /31 /30 /104 □ /82 /96 /105 /36 /33 /30 /104
/24/69 /69 /62 /51 □ /24/69 /46 /50 /51 □ /106 /55 /46 /47 □ /107 /46 /69 /49 /47 /67 /49 /55 /69 /61 /53 □ /65 /61 /67 /24/69 /69 /62 /51 □ /24/69 /46 /50 /51 □ /106 /55 /46 /47 □ /107 /46 /69 /49 /47 /67 /49 /55 /69 /61 /53 □ /65 /61 /67 /19 /17 /17 /16 □ /45 /108 /10 /11 /24/26 /26 /12 □ /12 /27 /25 /68 /26 /14 /14 /25 □ /109 /8 /108 /108 /10 /110 /53 □ /68 /8 □ /75 /22 /16 /17 /17 /14 /58 /55 /51 □ /47 /61 /62 /69 /46 /51 /47 /70 /47 /61 /49 □ /55 /51 □ /48 /49 /49 /48 /67 /58 /47 /62 □ /49 /69 □ /48 /61 /62 □ /66 /69 /46 /70 /51 □ /48 □ /57 /48 /46 /49 □ /69 /66 □ /49 /58 /47 □ /56 /55 /51 /49 /47 /62 □ /57 /69 /56 /55 /67 /52 /103 /11 /69 □ /67 /58 /48 /61 /111 /47 /51 □ /63 /55 /56 /56 □ /64 /47 □ /47 /66 /66 /47 /67 /49 /55 /71 /47 □ /57 /46 /55 /69 /46 □ /49 /69 □ /49 /58 /47 □ /49 /55 /70 /47 □ /67 /58 /48 /61 /111 /47 /51 □ /48 /46 /47 □ /46 /47 /112 /54 /47 /51 /49 /47 /62 /103 /19 /103 /65 /61 □ /46 /47 /49 /54 /46 /61 □ /66 /69 /46 □ /92 /38 /36 /33 □ /48 /62 /62 /55 /49 /55 /69 /61 /48 /56 □ /66 /47 /47 □ /51 /58 /69 /63 /61 □ /64 /47 /56 /69 /63 /53 □ /113 /30 □ /48 /111 /46 /47 /47 □ /49 /58 /48 /49 □ /38 /36 /33 □ /46 /55 /111 /58 /49 /51 □ /69 /66 □ /51 /54 /64 /46 /69 /111 /48 /49 /55 /69 /61 □ /69 /46 □ /46 /55 /111 /58 /49 /51 □ /69 /66 □ /46 /47 /67 /69 /71 /47 /46 /52 /54 /61 /62 /47 /46 □ /92 /38 /36 /33 □ /57 /69 /56 /55 /67 /52 □ /63 /55 /56 /56 □ /61 /69 /49 □ /48 /57 /57 /56 /52 □ /48 /111 /48 /55 /61 /51 /49 □ /48 /61 /52 □ /57 /47 /46 /51 /69 /61 /72 /51 /74 □ /69 /46 □ /69 /46 /111 /48 /61 /55 /114 /48 /49 /55 /69 /61 /72 /51 /74 /15 /48 /103 /106 /69 /46 □ /63 /58 /69 /70 □ /92 /38 /36 □ /48 /46 /47 □ /57 /47 /46 /66 /69 /46 /70 /55 /61 /111 □ /69 /57 /47 /46 /48 /49 /55 /69 /61 /51 /115 □ /48 /61 /62 /64 /103 /106 /69 /46 □ /63 /58 /69 /70 □ /92 /38 /36 □ /48 /46 /47 □ /69 /64 /56 /55 /111 /48 /49 /47 /62 □ /64 /52 □ /71 /55 /46 /49 /54 /47 □ /69 /66 □ /48 □ /63 /46 /55 /49 /49 /47 /61 □ /67 /69 /61 /49 /46 /48 /67 /49 □ /69 /46 □ /48 /111 /46 /47 /47 /70 /47 /61 /49 □ /49 /69 □ /63 /48 /55 /71 /47 □ /51 /54 /64 /46 /69 /111 /48 /49 /55 /69 /61 □ /69 /61 □ /92 /38 /36 /33 /57 /69 /56 /55 /67 /52 /103
/21 /103 /8 □ /57 /47 /46 /51 /69 /61 /116 /51 □ /69 /46 □ /69 /46 /111 /48 /61 /55 /114 /48 /49 /55 /69 /61 /116 /51 □ /63 /48 /55 /71 /47 /46 □ /69 /66 □ /51 /54 /64 /46 /69 /111 /48 /49 /55 /69 /61 □ /51 /49 /48 /49 /54 /51 □ /54 /61 /62 /47 /46 □ /49 /58 /55 /51 □ /47 /61 /62 /69 /46 /51 /47 /70 /47 /61 /49 □ /47 /61 /62 /51 □ /63 /58 /47 /61 □ /92 /38 /36 /33 □ /69 /57 /47 /46 /48 /49 /55 /69 /61 /51 /66 /69 /46 □ /49 /58 /48 /49 □ /57 /47 /46 /51 /69 /61 /72 /51 /74 □ /69 /46 □ /69 /46 /111 /48 /61 /55 /114 /48 /49 /55 /69 /61 /72 /51 /74 □ /48 /46 /47 □ /67 /69 /70 /57 /56 /47 /49 /47 /62 /103 /8 /62 /62 /55 /49 /55 /69 /61 /48 /56 □ /66 /47 /47 □ /55 /61 □ /49 /58 /47 □ /48 /70 /69 /54 /61 /49 □ /69 /66 □ /117 /99 /102 /98 /118 /98 /98 □ /63 /55 /56 /56 □ /64 /47 □ /46 /47 /49 /48 /55 /61 /47 /62 □ /64 /52 □ /36 /105 □ /46 /47 /111 /48 /46 /62 /56 /47 /51 /51 □ /69 /66 □ /48 /61 /52 □ /47 /48 /46 /56 /52 □ /49 /47 /46 /70 /55 /61 /48 /49 /55 /69 /61 □ /69 /66 □ /49 /58 /55 /51 /47 /61 /62 /69 /46 /51 /47 /70 /47 /61 /49 □ /69 /46 □ /49 /58 /47 □ /57 /69 /56 /55 /67 /52 /103 /8 /56 /56 □ /69 /49 /58 /47 /46 □ /49 /47 /46 /70 /51 /53 □ /48 /61 /62 □ /67 /69 /61 /62 /55 /49 /55 /69 /61 /51 □ /69 /66 □ /49 /58 /55 /51 □ /57 /69 /56 /55 /67 /52 □ /46 /47 /70 /48 /55 /61 □ /54 /61 /67 /58 /48 /61 /111 /47 /62 /103 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 20 ST-White
INSURED COPY AMEND DATE : 06/14/2025
500PNCV01 ENDORSEMENT : 5-1
Kemper Auto Commercial
11700 Great Oaks Way, Suite 450
Alpharetta, GA 30022
Underwritten by: Infinity Select Insurance Company
Customer Service: (800) 722-3391 Claims Service: (800) 353-6737

PRIMARY AND NONCONTRIBUTORY ENDORSEMENT
Copy To Policy ID Number Expiration Date
50010314601 06/14/2026 12:01 a.m.

Named Insured
Woods Works Fire Protection, Inc
Woods Works Fire Protection, Inc
1660 GLENWOOD DR
SCOTTS VALLEY, CA 95066
This endorsement is attached to and forms a part of the listed policy. The following endorsement applies only if Form Number 500PNCV01 appears on your Declarations Page.

This endorsement modifies the insurance provided under your COMMERCIAL AUTO POLICY.

PART A – LIABILITY COVERAGE OTHER INSURANCE – PART A ONLY The following is added to this section:

The coverage afforded under your Commercial Auto Policy is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
a. You have agreed in writing in a contract or agreement that the coverage afforded under your Commercial Auto Policy would be primary and would not seek contribution from any other insurance available to such additional insured; and
b. Such additional insured is a named insured under such other insurance.

ALL OTHER TERMS, LIMITS, CONDITIONS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 21 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 22 SP2250176
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 23 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 24 SP2250176
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 25 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 26 SP2250176
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 27 INSURED

T
his 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 No.

Insured Premium $
Insurance Company
Countersigned By

INSURANCE COMPANY OF THE WEST

WOODS WORKS FIRE PROTECTION
INCL.

WC 99 06 34
(Ed. 8-00)
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34

(Ed. 8-00)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - BLANKET

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).

The additional premium for this endorsement shall be % of the total California Workers’ Compensation premium otherwise due.

Schedule

Person or Organization Job Description

2 ANY PERSON OR

ORGANIZATION FOR

WHOM THE NAMED

INSURED IS REQUIRED

UNDER WRITTEN

CONTRACT TO FURNISH

THIS WAIVER,

CALIFORNIA
OPERATIONS ONLY.

E
ndorsement Effective 06/14/2025 Policy No. WTX 5066088 03 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 28 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 29 IMPORTANT NOTICE:

1. The insurance policy that you have purchased is being issued by an insurer that is not licensed by the state of California. These companies are called “nonadmitted”or “surplus line” insurers.

2. The insurer is not subject to the financial solvency regulation and enforcement that apply to California licensed insurers.

3. The insurer does not participate in any of the insurance guarantee funds created by California law. Therefore, these funds will not pay your claims or protect your assets if the insurer becomes insolvent and is unable to make payments as promised.

4. The insurer should be licensed either as a foreign insurer in another state in the United States or as a non-United States (alien) insurer. You should ask questions of your insurance agent, broker, or “surplus line” broker or contact the California Department of Insurance at the following toll-free telephone number: 1-800-927-4357 or internet website www.insurance.ca.gov. Ask whether or not the insurer is licensed as a f oreign
or non-United States (alien) insurer and for additional information about the insurer. You may also contact the NAIC’s internet web site at www.naic.org.

The NAIC – the National Association of Insurance Commissioners - is the regulatory support organization created and governed by the chief insurance regulators in the United States.

5. Foreign insurers should be licensed by a state in the United States and you may contact that state’s department of insurance to obtain more information about that insurer. You can find a link to each state from this NAIC internet website: https://naic.org/state_web-map.htm.

6. For non-United States (alien) insurers, the insurer should be on the NAIC’s International Insurers Department (IID) listing of approved nonadmitted non-united states insurers. Ask your agent, broker, or “surplus line” broker to obtain more information about that insurer.

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 30 7. California maintains a “List of Approved Surplus Line Insurers (LASLI).

Ask your agent or broker if the insurer is on that list, or view that list at the internet web site of the California department of insurance:
www.insurance.ca.gov./01-consumers/120-company/07-lasli/lasli.cfm

8. If you, as the applicant, required that the insurance policy you have purchased be bound immediately, either because existing coverage was going to lapse within two business days or because you were required to have coverage within two business days, and you did not receive this disclosure form and a request for your signature until after coverage became effective, you have the right to cancel this policy within five days of receiving this disclosure. If you cancel coverage, the premium will be prorated and any broker’s fee charged for this insurance will be returned to you.

D-2 (Effective January 1, 2020)

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 31 FORM / ENDORSEMENT

NUMBER / EDITION DATE
TITLE (NOTE – TITLES ARE INDICATIONS ONLY.

SEE ACTUAL FORM FOR CORRECT NAME.)

SPX 230 (05/15) COMMERCIAL EXCESS LIABILITY POLICY DECLARATIONS

GUARANTY FUND NONPARTICIPATION NOTICE
SPX 231 (05/15) COMMERCIAL EXCESS LIABILITY SCHEDULE OF FORMS / ENDORSMENTS SPX 232 (05/15) COMMERCIAL EXCESS LIABILITY COVERAGE PART DECLARATIONS SPX 234 (05/15) PARTICIPATION BY RESPECTIVE SYNDICATE LIST SPX 177 (05/15) MINIMUM EARNED PREMIUM ENDORSEMENT
IL0017 (11/98) COMMON POLICY CONDITIONS
CU0001 (04/13) COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM ANAP 16094 CROSS SUITS EXCLUSION
ANF 57 (11/18) AUTO NO-FAULT AND SIMILAR LAWS EXCLUSION LMA 3100 (09/15) SANCTION LIMITATION AND EXCLUSION
LMA 5018 (06/24) ABSOLUTE MICRO ORGANISM / PFA AND PFSA EXCLUSION LMA 5020 CLAIMS NOTIFICATION AND SERVICE OF SUIT
LMA 5021 (04/09/2005) APPLICABLE LAW CLAUSE
LMA 5062 (04/06) FRAUDULENT CLAIM CLAUSE
LMA 5390 (01/20) TERRORISM RISK NOT PURCHASED CLAUSE
LMA 5532 (12/20) CYBER AND DATA EXCLUSION
LMA 9136B (09/23) CALIFORNIA COMPLAINTS NOTICE
MCE 51 (11/18) MEDICARE CHANGE ENDORSEMENT
NMA 1256 (13/2/64) NUCLEAR INCIDENT EXCLUSION
NMA 1331 CANCELLATION CLAUSE AMENDED TO STATE LAWS
NMA 1477 (13/2/64) RADIOACTIVE CONTAMINATION EXCLUSION
NMA 2340 LAND, WATER, AIR, SEEPAGE AND/OR POLLUTION EXCLUSION NMA 2918 (08/10/01) WAR AND TERRORISM EXCLUSION
NMA 2962 BIOLOGICAL AND CHEMICAL MATERIALS EXCLUSION
SPX 016 (05/25) CLASSIFICATION LIMITATION
SPX 401 (05/15) TOTAL ASBESTOS EXCLUSION
SPX 466 (05/24) DESIGNATED ONGOING OPERATIONS EXCLUSION SPX 467 (01/23) EXCLUSION - DESIGNATED WORK AND DESIGNATED PRODUCTS SPX 468 (01/23) COMMUNICABLE DISEASE EXCLUSION
SPX 501 (01/23) ACTION OVER EXCLUSION
SPX 506 (05/25) CRIMINAL ACTS EXCLUSION
LSW 1135B (06/03) LLOYDS PRIVACY POLICY STATEMENT

SPX 231 (05/15)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 32 COMMERCIAL EXCESS LIABILITY COVERAGE PART

DECLARATIONS

POLICY NUMBER: SP2X250176 EFFECTIVE DATE: 6/14/2025
12:01 A.M. STANDARD TIME

COMMERCIAL EXCESS LIABILITY – LIMITS OF INSURANCE

Each Occurrence Limit $ 5,000,000

Aggregate Limit $ 5,000,000

Retained Limit / Each Occurrence $ NOT APPLICABLE

SCHEDULE OF UNDERLYING INSURANCE

Type of Policy / Carrier Limits of Insurance

COMMERCIAL GENERAL LIABILITY

CARRIER: CERTAIN UNDERWRITERS AT LLOYDS OF LONDON POLICY #: SP2250176

EFFECTIVE DATE: 6/14/2025 $ 1,000,000 PER OCCURRENCE
EXPIRATION DATE: 6/14/2026 $ 2,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS/COMPLETED OPERATIONS AGGREGATE
$ 1,000,000 PERSONAL & ADVERTISING INJURY LIMIT

COMMERCIAL AUTO LIABILITY

CARRIER: INFINITY SELECT INSURANCE COMPANY POLICY #: 50010314601

EFFECTIVE DATE: 6/14/2025
EXPIRATION DATE: 6/14/2026

$ 1,000,000 BODILY INJURY / PROPERTY DAMAGE COMBINED SINGLE LIMIT

EMPLOYERS LIABILITY

CARRIER: INSURANCE COMPANY OF THE WEST POLICY #: WTX 5066088 03

EFFECTIVE DATE: 6/14/2025
EXPIRATION DATE: 6/14/2026

$ 1,000,000 EACH ACCIDENT
$ 1,000,000 DISEASE EACH EMPLOYEE
$ 1,000,000 DISEASE POLICY LIMIT

POLLUTION LIABILITY

CARRIER: POLICY #:

EFFECTIVE DATE:

EXPIRATION DATE:

$ LIMIT OF LIABILITY OCCURRENCE
$ LIMIT OF LIABILITY PER CLAIM - MOLD

FORMS AND ENDORSEMENTS

Forms and Endorsements applying to this coverage part and made part of policy at time of issue:

See Schedule of Forms and Endorsements

THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD.

SPX232 (05/15)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 33 Attaching to and forming part of policy #:SP2X250176

COMMERCIAL EXCESS LIABILITY POLICY

COVERAGE PART

SUPPLEMENTAL DECLARATIONS

PARTICIPATION BY RESPECTIVE SYNDICATE LIST

CONTRACT #: B0713PRPNA2505480

SYNDICATE SIGNED LINE %
ARG 2121 50.0000
LIB 4472 17.8800
AML 2001 13.9700
DUW 1729 5.5900
FDY 0435 6.9700
WBC 5886 5.5900

SPX234 (05/15)

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 34 POLICY NUMBER: SP2X250176 COMMERCIAL EXCESS LIABILITY

MINIMUM EARNED PREMIUM ENDORSEMENT

It is hereby understood and agreed that 25 percent of the total premium indicated under Total Advance Premium of the Declarations is the minimum premium for the policy period indicated or less and is not subject to the short rate or pro-rata adjustment in the event of cancellation by the insured.

All other terms and conditions of this policy remain unchanged.

SPX177 (05/15)

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 35 IL001711 98

COMMON POLICY CONDITIONS
All Coverage Parts included in this policy are subject to the following conditions.

A. Cancellation

1. The first Named Insured shown in the Declara-
tions may cancel this policy by mailing or deliv-
ering to us advance written notice of cancella-
tion.

2. We may cancel this policy by mailing or deliver-
ing to the first Named Insured written notice of
cancellation at least:
a. 10 days before the effective date of cancella-
tion if we cancel for nonpayment of premi-
um; or
b. 30 days before the effective date of cancella-
tion if we cancel for any other reason.

3. We will mail or deliver our notice to the first
Named Insured's last mailing address known to
us.

4. Notice of cancellation will state the effective date of cancellation. The policy period will end on
that date.

5. If this policy is cancelled, we will send the first
Named Insured any premium refund due. If we
cancel, the refund will be pro rata. If the first
Named Insured cancels, the refund may be less
than pro rata. The cancellation will be effective
even if we have not made or offered a refund.

6. If notice is mailed, proof of mailing will be suffi- client proof of notice.

B. Changes.

This policy contains all the agreements between
you and us concerning the insurance afforded. The
first Named Insured shown in the Declarations is au-
thorized to make changes in the terms of this policy
with our consent. This policy's terms can be
amended or waived only by endorsement issued by
us and made a part of this policy.

C. Examination Of Your Books And Records
We may examine and audit your books and records
as they relate to this policy at any time during the
policy period and up to three years afterward.

D. Inspections And Surveys

1. We have the right to:
a. Make inspections and surveys at any time;
b. Give you reports on the conditions we find;
and
c. Recommend changes.

2.. We are not obligated to make any inspections,
surveys, reports or recommendations and any
such actions we do undertake relate only to in-
surability and the premiums to be charged. We
do not make safety inspections. We do not
undertake to perform the duty of any person or
organization to provide for the health or safety of
workers or the public. And we do not warrant
that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

3. Paragraphs 1. and 2. of this condition apply not
only to us, but also to any rating, advisory, rate
service or similar organization which makes in-
surance inspections, surveys, reports or recom-
mendations.

4. Paragraph 2. of this condition does not apply to
any inspections, surveys, reports or recommen-
dations we may make relative to certification,
under state or municipal statutes, ordinances or
regulations, of boilers, pressure vessels or ele-
vators.

E. Premiums
The first Named Insured shown in the Declarations:

1. Is responsible for the payment of all premiums;
and

2. Will be the payee for any return premiums we
pay.

F. Transfer Of Your Rights And Duties Under This
Policy
Your rights and duties under this policy may not be
transferred without our written consent except in
the case of death of an individual named insured.

If you die, your rights and duties will be transferred
to your legal representative but only while acting
within the scope of duties as your legal representa-
tive. Until your legal representative is appointed,
anyone having proper temporary custody of your
property will have your rights and duties but only
with respect to that property.

IL 001711.98 Copyright, Insurance Services Office, Inc., Page 1 of 1 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 36 COMMERCIAL LIABILITY UMBRELLA
CU 00 01 04 13

COMMERCIAL LIABILITY UMBRELLA 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. S
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 on behalf of the insured the
"ultimate net loss" in excess of the "retained
limit" 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 damages for
such 'bodily injury" or 'property damage" when
the "underlying insurance" does not provide
coverage or the limits of "underlying insurance"
have been exhausted. When. we have no duty
to defend, we will have, the right to defend, or
to participate in the defense of, the Insured
against any other "suit" seeking damages to
which this insurance may apply. 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. At our discretion, we may
Investigate any "occurrence " that may involve
this Insurance and settle any resultaht claim or
"suit' for which we have the duty to defend.

But:
'(1) The amount we will pay for the "ultimate net
loss" 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.

No other obligation or liability to pay sums or
perform aàts or services Is covered unless
explicitly provided for under Supplementary.

Payments — COverages A and B,
b. This insurance applies to "bodily injury" or
"property damage" that is Subject to an
applicable "retained limit" If any other limit,
such as a sublimit, is specified in the
"underlying insurance", this insurance does not
apply to "bodily injury" or "property damage"
arising out of that exposure unless that limit is
specified in the Declarations under the
Schedule of "underlying insurance".
c. 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 poriod;.and
(3) Prior to the policy period,' no insured listed
under Paragraph. l.a. of Section Il — 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 qr 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
d "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 I a of Section II — 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
CU.00 61 0413 , , 0 Insurance Services Office, mc., 2012 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 37 e. "Bodily injury " or "property damage" will be
deemed to have been knQwn to have occurred
at the earliest time when any insured listed
under Paragraph l.a. of Section II — Who Is An
Insured or any "employee" authorized by you to
give or receive notice of an "occurrence " or
claim: S
(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.
f. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

2. Exclusions
This insurance does not apply to:
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"
resulting from the use of reasonable force to
protect persons or property..
b. Contractual Liability
"Bodily Injury" or "property damage" for which
the insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does not
apply to liability for damages:
(1) That the insured would have in the absence
of the contract or agreement; or
(2) Assumed in a contract or agreement. that is
an "insured contract", provided the "bodily
Injury" or "property damage" occurs
subsequent to the execution of the contract
or agreement. Solely for the purposes Of
liability, assumed in an "insured contract ",
reasonable attorneys ' fees and necessary
litigation expenses incurred by or for a arty
other than an insured are deemed to be
damages because of "bodily injury " or
"property damage", provided:
(a) Liability to such party for, or for the cost
of, that party 's defense has also been
assumed In the same "insured contract ";
and
(b) Such attorneys' fees and litigation
expenses are for defense of that party
against a civil or alternative dispute
resolution proceeding In which damages
to which this insuranàe applies are
alleged,
c. Liquor Liability.
"Bodily injury" or "property damage" for which
any insured may be held liable by reason of:
(I) Causing or contributing to the intoxication of
any person;
(2) The furnishing of alcoholià . beverages to a
person under the legal drinking age or
under the Influence of alcohol; or
(3) Any statute, ordinance or regulation relating
to the sale, gift, distribution or use of
alcoholic beverages.

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing. in:
(a) , The supervision, hiring, . employment,
training or monitoring of others by that
insured; or

(b) Providing or failing to provide
transpOrtation with respect to any
person that may be under the influence
of alcohol;
if the "occurrence " which caused the "bodily
Injury" or "property damage" involved that
which Is described in Paragraph (1), (2) or (3)
above.

Howévér, this exclusion applies: only if you are
In the business of manufacturing, distributing,
selling, serving or ftirnlshlng alcoholic
beverages For the purposes of this exclusion,
permitting a person to bring alcoholic
beverages on your premises for consumption
on your premises, whether Or not a fee is
charged or a license is required for such
activity, is not by itself considered the business
of selling, serving Or furnishing alcoholic
beverages.. S
This exclusion does not apply to the extent that
valid "underlying insurance" for the liquor
liability risks described above exists or would
have existed but for the exhaustion of
underlying limits for "bodily Injury" and
"property damage" To the extent this exclusion
does not apply, the insurance provided Under
this Coverage Part for the liquor liability risks
described above will.* follow the same
provisions, exclusions and limitations that are
contained in the applicable "underlying
Insurance", unless otherwise directed by this
insurance.

Page 2 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 38 d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits. or
unemployment compensation law or any
similar law.
e. ERISA
Any obligation of the insured under the
Employee Retirement income Security Act of
1974 (ERISA), and any arnendmentstherèto,or
any similar federal, state or local statute.
f. Auto Coverages
(1) "Bodily injury" or "property damage" arising
out of the ownership, maintenance or use of
any "auto" which is not a "covered auto"; or
(2) Any loss, cost or expense payable under or
resulting from any first-party physical
damage coverage; no-fault law; personal
injury protection or auto medical payments
coverage; or uninsured or underinsured
motorist law.
g. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of
and In the course of:
(a) EmplOyment by the insured; or
(b) Performing duties related to the conduct
of the insured's business; or
(2) The spouse, child, parent, brother or sister
of that "employee" as 'a consequence of
Paragraph (1) above.

This
'
exclusion applies whether the insured
may be liable as an employer or in any other
capacity, and to any obligation to share
damages with or repay someone else who
'must pay damages because of the injury.

This exclusion does not 'apply to liability
assumed by the insured under an "insured
contract",
With respect to injury arising out of a "covered
auto", this exclusion does not apply to "bodily
injury" to domestic "employees" not 'entitled to
workers' compensation benefits. For the
purposes of this 'Insurance, a domestic
"emplOyee" is a person engaged in hoUsehold
or domestic work performed principally in
connection with a residence 'premises.

This exclusion does not apply, to the extent that
valid "underlying insurance" for the employer's
liability risks described above exists or would
have existed 'but for the exhaustion of
underlying limits for "bodily injury". To the
extent' this exclusion does ' not apply, the
insurance provided under this Coverage Part
for the employer's liability risks described
above' will f011ow the same provisions,
exclusions and limitations that are contained in
the applicable "underlying insurance", unless
otherwise directed by this. insurance.
h. Employment-related Practices
"Bodily injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practices, policies,
acts or omissions, such s coercion,
demotion; evaluation, . reassignment,
discipline, defamatlon j harassment,
humiliation, 'discrimInation' or malicious
prosecution directed at that person; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of "bodily
'injury" to that person at whom any of the
employment-related practices described in
Paragraph (a), (b),'or (c) above is: directed.

This exclusion applies whether the injury-
causing event described in Paragraph (a), (b)
or (c) above occurs before employment, during
employment or after employment of that
person.

This exclusion applies whether the insured.
may be liable as an employer or in any other
capacity, and to any obligation to share
damages with or repay someone else' who
must pay damages because of the Injury.

I. Pollution
(1) "Bodily Injury" or "property damage" which
would not have occurred In' whole or part
but for the actual alleged or threatened
discharge, dispersal, seepage, migration,
release or escape of "pollutants" at any
time; or ,
(2) "Pollution cost or, expense".

Cu 00 01 041.3 0 Insurance Services Office, Inc., 2012 ' ' , , ' . Page 3 of 18 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 39 This exclusion does. not . apply . if valid
"underlying insurance" for the pollution liability
risks described above exists or would have
existed but for the exhaustion of underlying.
limits for "bodily injury" and "property damage".

To the extent this exclusion does not apply, the
insurance provided under this Coverage Part
for the pollution risks described above will
follow the same provisions, exclusions and
limitations that are contained in the applicable
"underlying insurance", unless otherwise
directed by this insurance,
j. Aircraft Or Watercraft
"Bodily injury" or "property damage" arising out
of the ownership, maintenance, use or
entrustment to others of any aircraft., or
watercraft owned or operated by or rented or
loaned to any insured. Use inclUdes'operation
and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligenc.e..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"
involved the ownership, maintenance, use or
entrustment to others of any aircraft or
watercraft that is owned or operated by or
ranted or loaned to any insured.'
This exclusion does not apply to:
(1) A watercraft while ashore on premises you
own or rent;
(2) A watercraft you do, not own that is:
(a) Less than 50 feet long; and
(b) Not being used to carry persons or
property for a chargé;
(3) Liability assumed' .under any "insured
contract" for the ownership, maintenance or
use of aircraft or watercraft;
(4) The extent that valid "underlying insurance"
for the aircraft or watercraft liability risks
described above exists or would have
existed but for the exhaustion of underlying
limits for "bodily injury" or "property
damage". To the extent this exclusion does
not apply, the insurance provided under this
Coverage. Part for the aircraft, or watercraft'
risks described above will'follow the same
provisions, 'exclusions and limitations that
are contained in the "underlying insurance",
unless otherwise directed by this insurance;'
or
(5)' Aircraft that is:
(a) Chartered by, loaned to, Or hired by you
with a paid crew; and.".
(b) Not owned by any insured.
k. Racing Activities
"Bodily injury", or "property damage", arising out
of the use of "mobile equipment' or "autos" in,
or while in practice for, or while being prepared
for any prearranged professional or organized
racing, speed, demolition, or stunting activity or
contest.

I. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:'
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including.
action in hindering or defending against an
actual' or expected attack, by .any
government, sovereign or other authority
using military personnel or other agents; or,
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these. '
m. Damage To Property
"Property 'damage".to:
(1) Property:
(a) You own, rent, or occupy, including any
costs or expenses incurred by you, or
any other person, organization or entity
for repair, replacement, enhancement,
restoration' or maintenance of such
property for, any reasOn, - including
prevention of' injury, to ',a person: or
damage to another's property; or
(b) Owned or transported by the insured
and arising out of the ownership,
maintenance or use of a 'covered auto".
(2) Premises you sell,, give away or abandon, if
the "property damage" arises out of any
part of those premises,
(3) Property loaned to you;
(4) Personal property in the care, custody, or
control of the insured;
(5) That' particular.' part of real property, on
which you or any contractors or
subcontractors Working.,directly or Indirectly
on your behalf are performing operations, if
the "property damage" arises out of those
operations, or

Page 4 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 40 (6) That particular part of any property that
must be iestored, repaired or replaced
because "your work" was incorrectly
performed on it.

Paragraph (2) of this exclusion does not apply
if the premises are "your, work" and were never
occupied, rented or held for rental by you.

Paragraphs (1)(b), (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do not
apply to liability assumed under a written
Trailer Interchange agreement.

Paragraph (6) of this exclusion does not apply
to "property damage" included' in the "products-
completed operations hazard".
n. Damage To Your Product
"Property damage" to "your product" arising out
of it or any part of It..
o. Damage To Your Work
"Property damage" to "your work" arising out of
it or any part of it and included in the "products-
completed operations hazard".

This exclusion does, not apply if the damaged
work or the work out of which the damage
arises was performed on , your behalf by a
subcontractor.
p. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured,
arising out 'of:
(1) A defect, deficiency, inadequacy or
• dangerous condition in "your product" or
• "your work"; or
(2) A delay or failure by you or anyone acting
on your behalf to perform a contract or
agreement in accordance with its terms.

This exclusion does not apply to the loss of use
of other property arising 'out of sudden and
accidental physical injury to "your product" or
"your Work" after It has been put to its intended
use. '
q. 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;
r. Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury'
s. Professional Services
"Bodily injury" or "property damage" due, to
rendering of or failure to render any
professional service. This includes but is not
limited to:
(1) Legal, accounting or advertising services;
(2) Preparing, approving, or failing to prepare
orap,prove, maps,' shop drawings, opinions,.
reports, 'surveys, field orders, change
orders or drawings or specifications;
(3) Inspection, supervision, quality control,
architectural or engineering activities done
by or for you on a project on which you
serve as construction manager;
(4) Engineering services, Including related
supervisory or inspection services;
(5) , Medical, surgical, dental, X-ray or'nursing
services treatment, advice or instruction
(6) Any health or therapeutic service treatment,
advice or instruction;
(7) . Any service, treatment, advice or instruction
for the purpose of appearance or skin
enhancement, hair removal: or replacement,
or personal grooming or therapy,
(8)' Any service, treatment, advice or instruction
relating to physical fitness, including
service, treatment, advice or Instruction in
connection with diet, cardiovascular fitness,
bodybuilding or physical training programs
(9) Optometry or optical or hearing aid services
including the prescribing, preparation,
fitting demonstration or distribution of
ophthalmic lenses and 'similar products or
hearing aid 'devices;
(10) Body piercing services;
(11) Services in the practle of pharmacy;
(12) Law enforcement or firefighting Services
and
(13) Handling, embalming, disposal, burial,
cremation or disinterment of dead bodies.

Cu 00 01 04 13 , Insurance Services Office, Inc., 2012 ' ' . Page 6 of 18 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 41 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",
involved the rendering of or failure to render
any professional service.

It. Electronic Data
Damages arising out of the loss of, loss of use
of, damage to, corruption of, inability to access
or Inability to manipulate electronic data.

However, this exclusion does not apply to
liability for damages because of "bodily injury".

As used in this exclusion, electronic data
means information, facts or programs stored a$
or on, created or used on, or transmitted to or
from computer software, including systems and
applications software, hard or floppy disks, CD-
ROMs, tapes, drives, cells, data processing
devices or any other media which are used
with electronically controlled equipment
This. exclusion does not apply if valid
"underlying. insurance" for the electronic data
risks described above exists or would have
existed but for the exhaustion of underlying
limits for "bodily injury" and "property damage".

The insurance provided, under this Coverage
Part will follow the same provisions, exclusions
and limitations that are contained in the
applicable "underlying Insurance", unless
otherwise directed by this insurance.
i. Recording And Distribution Of Material Or
Information In Violation Of Law
"Bodily injury" or "property damage" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:.
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003,, including any
amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transactions Act (FACTA); or
(4) Any federal,, . state or local statute,
ordinance or regulation, other than the
TCPA,. CAN-SPAM Act of 2003 or FCRA.
and their amendments and additions, that
addresses,' prohibits, 'or limits the printing,
dissemination, ' disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material or
information.

COVERAGE B .- PERSONAL AND ADVERTISING

INJURY LIABILITY

1. Insuring Agreement
a. We will pay on behalf of the insured the
"ultimate net loss" in excess of the "retained
limit' of "personal and advertising
injury',' to which this insurance applies. We will
have the right and duty to defend the insured
against any "suit" seeking. damages for such
"personal and advertising injury" when the
"underlying insurance" does not provide
coverage or the limits of "underlying insurance"
have been exhausted. When we have no duty
to'defend,we will have the right to defend, or
to participate in the defense of, the insured
against any other "suit" seeking damages to
which this insurance may apply. However, we
will have no duty to defend the insured against.
any "suit" seeking damages for "personal and
advertising injury" to which this insurance does
not apply. At our discretion, we may investigate
any offense that may. involve this insurance
and settle any resultant claim or "suit" for which
we have the duty to defend. But:
(1) The amount we will pay for the "ultimate net
loss" is limited as, described in Section Ill. -
Limits Of Insurance; and
(2) Our right and duty to defend end when we
have used up' the applicable limit of
Insurance In the. payment of judgments or
Settlements under Coverages ,A or B.
,.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 "personal and
advertising injury" that is subject ' to an
applicable "retained limit". If any other 'limit,
such as a sublimit is specified in the
"underlying insurance' this insurance does not
Apply to "personal and advertising injury"
arising out of that exposure unless that limit is
specified in the Declarations under the
Schedule of "underlying insurance"
c. This insurance applies to "personal 'and
advertising Injury" caused by an offense arising
out of your business but only, if the offense was
committed in the "coverage territory" during the
policy period. '

Page 6 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 42 2. Exclusions (9) Infringement Of Copyright s Patent,.

This insurance does not apply to: Trademark Or Trade Secret a "Personal and advertising Arising out of the infringement of copyright, patent, trademark, trade secret or other
(1) Knowing Violation Of Rights Of Another Intellectual property rights Under this Caused by or at the direction of the insured exclusion, such other intellectual property with the knowledge that the act would rights do not include the use of another's violate the rights of another and would inflict advertising idea in your "advertisement" "personal and advertising injury". However, this exclusion does not apply to (2) Material Published With Knowledge Of infringement, in your "advertisement", of Falsity copyright, trade dress or slogan
Arising out of oral or written publication, in (10) Insureds In Media And Internet Type any manner, of material, if done by or at the Businesses direction of the insured with knowledge of Committed by an insured whose business its falsity. is:
(3) Material Published Prior To Policy (a) Advertising, broadcasting, publishing or Period telecasting; Arising, out of oral or written publication, in (b) Designing or determining content of web any manner, of material whose first sites for others; or publication took place before the beginning of the policy period,
.
.
(c) An Internet search, access, content or
service provider, (4). Criminal Acts . . .

However, this exclusion does not apply .to Arising out of a criminal act committed by or Paragraphs 14 a, b and c of "personal at the direction of the Insured and advertising injury" under the Definitions (5) Contractual Liability . . section.

For which the insured, has assumed liability For the purposes, of this exclusion, the in a contract or agreement. This exclusion placing of frames, borders or links, or does not apply to advertising, for you or others anywhere on (a) 'Liability for damages that the Insured the. Internet, Is not by Itself, considered the business of advertising, broadcasting, would have in the absence of the contract or agreement.
. publishing or telecasting. ,
(b) Liability for false arrest, detention or (11) EiectronicChatrooms.OrBuIletin imprisonment assumed in a contract or Boards '
agreement. Arising out of an electronic chatroom or
(6) Breach Of Contract bulletin board the Insured hosts, owns or over which the Insured exercises control.

Arising out of: breach of contract, except
an implied contract to use another's (12) Unauthorized Use Of Another's Name Or advertising Idea in your "advertisement" Product
(7) Quality Or Performance Of Goods
- Arising , out of the unauthorized use of
Failure To Conform To Statements anothrs name or product in your e-mail address, domain name or metatag, or any
Arising out of the failure of goods, products other similar tactics to mislead another's or services to conform with any statement potential customers of quality or performance made in your .I Pollution
"advertisement". .
(8) Wrong Description Of Prices Arising out ,. of the actual, alleged or threatened discharge, dispersal, seepage,.

Arising out of the wrong description of the migration, release or escape of ."pollutants" price of goods products or services stated at any time
in your "advertisement". . .. .. .

CU 00 010413 . 0 Insurance Services Office, Inc., 2012 ' Page 7 of 18 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 43 (14). Employment-related Practices
To:
(a) A person arising out of any:
(I) Refusal to employ that person;
(ii) Termination of that person's
employment; or
(ill) Employment-related practices,
policies, acts or omissions, such as
coercion, demotion, evaluation,,
reassignment, discipline, defamation,
harassment, humiliation,
discrimination or malicious
• prosecution directed at that person;
or
(b) The spouse, child, parent, brother or
sister of that person as.a consequence
of "personal and advertising injury" to
that person at whom any of the
employment-related practices described.
in Paragraph (I), (ii) or (ill) above Is
directed.

This exclusion applies whether the injury-
causing event described in Paragraph (I),
(ii) or (ill) above occurs before
employment, during employment • or after
employment of that person.

This. exclusion applies whether the insured
may be liable as an employer or in any
other capacity, and to any obligation to
share damages with or repay someone else
who must pay damages because of the
injury.
(15) Professional Services
• Arising out of, the rendering of or failure to
render any professional service. This
includes but is. not limited to:
(a) Legal, accounting or advertising
services;
(b) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
or specifications;
(C) Inspection, supervision, quality control,
architectural or engineering activities
done by or for you on a project on which
you serve as 'construction manager;
(d) Engineering services, including related
supervisory or.inspection services;
(e) Medical, surgical, dental, or
nursing services treatment, advice or
instruôtion;.
(f) Any health or therapeutic. service
treatment, advice or instruction;
(g) Any service, treatment, advice or
instruction for ' the purpose of
appearance or skin enhancement, hair
removal or replacement, or personal
grooming or therapy;
(h) Any service, treatment,' advice' or
instruction, relating to physical fitness,
Including service, treatment, advice or
instruction in connection 'with diet,
cardiovascular fItness,; bodybuilding or
physical training programs;
(I) Optometry or optical or hearing aid
services including the prescribing,
preparation, fitting, demonstration or
distribution of ophthalmic lenses and
similar products or hearing aid devices;
(J) Body piercing services;
(k) Services In the practice of pharmacy;
(I) Law enforcement or firefighting services;
and
(rn) Handling, embalming, disposal, burial,
cremation or disinterment of dead
bodies.

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: offense which
caused the "personal and advertising
injury", involved, the rendering of or failure
to render any professional service
(16) War
However caused, arising, directly or
Indirectly, out of
(a) War, Including undeclared or civil war
(b) Warlike action by a military force
including action in hindering, or
defending against an actual or expected
attack, by any government 1 sovereign or
other authority using military personnel
or other agents; or •
(c) Insurrection, . rebellion, revolution,
usurped power; or action taken by
governmental authority in hindering or
defending against any of these

Page 8 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 44 (17) Recording. And Distribution Of Material
Or Information In Violation Of Law
Arising directly or indirectly out of any
action or omission that violates or Is alleged
to violate:
(a) The Telephone, Consumer Protection
Act (TCPA), Including any amendment
of or addition to such law;
(b) The CAN-SPAM Act of 2003, including
any amendment of or addition to such
law;
(C) The Fair Credit Reporting Act (FCRA),
and any amendment of or addition to
such law, including the Fair and
Accurate Credit Transactions Act
(FACTA); or
(d) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA, CAN-SPAM Act of 2003 or
FCRA and their amendments and
additions, that addresses, prohibits, or
limits the printing, dissemination,
disposal, collecting, recording, sending,
transmitting, communicating or
distribution of material or information.
b. "Pollution cost or expense",
SUPPLEMENTARY PAYMENTS * COVERAGES A
ANDB

1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an
insured we defend, when the duty to defend
exists:
a. All experises we Incur.
b . Up to $2000 for cost of bail bonds (including
bonds for related traffic law violations) required
because of an "occurrence" we cover. We do
not have to furnish these bonds.
c. The cost of bonds to release attachments, but
only for bond amounts within the applicable
limit of insurance. We do not have to furnish
these bonds.
d. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or "suit",
including actual loss of earnings up to $250 a
day because of time off from work,
e. All court costs taxed against the insured in the
"suit".. However, these. payments do not include
attorneys' fees or attorneys' expenses taxed

against the insUred. .
f, Prejudgment interest awarded against the
insured on that part of the judgment we pay. If
we make an offer to pay the applicable limit of
• Insurance, we will not pay any prejudgment
interest based on that period of time after the
offer.
g. All Interest on the full amount ,of any judgment
• that accrues after entry of the judgment and
before we have paid offered to pay, or
deposited in court the part of the, judgment that
is within the applicable limit of insurance.

These payments will not reduce the limits of
insurance.

2. When we have the right but not the duty to defend
the insured and elect to participate in the defense
we will pay our own expenses but will not
contribute to the expenses of the insured or the
"underlying insurer".

3. If we defend an insured, against a' "suit" and an
indemnitee of the insured is also named as a party
to the "suit", we will defend that Indemnitee if all of the following conditions are met;
a. The "suit" against, the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in a contract or
agreement-that is an "insured contract";
b. This insurance applies to. . such liability
assumed by the insured;
c. The obligation to defend, or the cost of the
defense' of, that indemnitee, has also been
assumed by the insured in the same "insured
contract";
d. The allegations in the "suit" and the Information
we know about the "occurrence" are such that
no conflict appears to exist between the
interests of the insured and the interests of the
indemnitee; .
e. The indemnitee and the'.: insured ask us to
conduct and control the defense of that
indemnitee against. such "suit" and agree that
we can assign the same counsel to defend the
insured and the indemnitee, and
f. The indemnitee:
(1) Agrees in writing to
(a) Cooperate with us In the• investigation,
settlement or defense of the "suit",
.(b) Immediately send us, copies of any
demands, notices, summonses or legal
papers received in connection with the
"suit";
(c) Notify any other insurer whose coverage
is available to the indemnitee, and
CU 0001 0413 0 Insurance Services Office, Inc., 2012 ' Page 9 of 1.8 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 45 (d) Cooperate with us with respect to
coordinating other applicable Insurance
available to the indemnitee; and
(2) Provides us with written, authorization to:
(a) Obtain records and other information
related to the "suit' and
(b) Conduct and'control'the defense of the
indemnitee in such "suit".

So long as the above conditions are met,
attorneys' fees incurred by us in the defense of
that indemnitee, necessary litigation expenses
incurred by us and necessary litigation expenses
'Incurred by the Indemnitee at our request will be
paid . as Supplementary Payments.

Notwithstanding the provisions of . Paragraph

2.b.(2) of Section I - Coverage A -. Bodily Injury
And Property Damage Liability, such payments will
not be deemd to be damages for "bodily injury"
and "property damage" and will not reduce the
limits of insurance.

Our obligation to defend an Insured's lndemriitee
and to .pay for attorneys' fees and necessary.
litigation expenses as Supplementary Payments
ends When we have used up the applicable limit of
insurance in the payment of judgments or
settlements or the condjtins set forth above, or
the terms of . the agreement described in
Paragraph f. above, are no longer met.

SECTION II —WHO IS AN INSURED

1. Except for liability arising out of the ownership,
maintenance or use of "covered autos":
a. If you are designated in the Declarations as:
(1) An individual, you and your spouse are
insureds, but only with respect to the
conduct of a business of which you are, the
sole owner.
(2) A partnership or joint venture, you are an
insured.. Your members, your partners, and
their spouses are also insureds, but only
with respect to the conduct of your
business.
(3) A limited liability company, you are, an
Insured. Your members are also insureds,
but only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your ,
managers.
(4) An organization other than a partnership,.
joint venture or limited liability company,
you are an insured Your 'executive
oflicers" and directors are insureds, but only
with, respect to 'their duties as your. officers
or directors. Your stockholders are also
insureds, but only with respect to their
liability as stockholders.
(5) A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees.
b. Each of the following Is also an Insured:
(1) Your "volunteer workers" '. only while
performing duties related to the conduct of
your business, or your "employees",' other
than either your "executive officers" (if you
are an' organizatiOn other than a
partnership, joint venture or limited liability
company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by you
or while. performing duties rélatOd to the
conduct of your business., However, none of
these "employees" or "volunteer Workers"
are insureds.for:
(a) "Bodily 'injury" or "personal and
advertising injury":
(I) To you, to your partners 'or members
(if you are a partnership or joint
• ' venture)', to your members (if you are
a limited liability company) to a co-
"employee" in the course of his or
her employment or performing duties
related to the. conduct of ; your
business or to your other "volunteer
workers" while performing duties
related to the conduct of. your
business;
(ii) To the spouse, child, parent, brpther
or sister of that co-"employed` . or
"volunteer worker" as a consequence
of Paragraph (a)(I) above, or
(III) For which there is any obligation to
share damages with 'or repay :
someone else who must ' pay'
damages because of the 'injury
described in Paragraph (a)(a) or (ii)
above;
(b) "Property damage" to.'property:
(I) Owned, occupied or used by;
(ii) Rented. to, in the care, custody or
control of,' or over 'which physical
control is being exercised, for any
purpose by;
you, any of your "employees", "volunteer
workers", any partner or member (if you
are a 'partne,rshlp or joint venture), 'or
any member (if you are a limited liability
company),
(2) 'Any person (other than your "employee" or
"volunteer worker'), or, any organization
while 'acting as your real estate manager.

Page 10 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 46 (3) Any person or organization having proper
temporary custody of your property If you
die, but only:
(a) With respect to liability arising out of the
maintenance or use of that property;
and
(b) Until your legal representative has been
appointed.
(4) Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
c. Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and over which you maintain
ownership or majority Interest, will qualify as a
Named Insured if there is no other similar
insurance available to that organization.

However:
(1) Coverage under this provision Is afforded
only until the 90th day after you acquire or
form the organization or the end of the
policy period, whichever is earlier;.
(2) Coverage .A does not apply to "bodily Injury"
or "property damage" that occurred before
you acquired or formed the organization;
and
(3) Coverage B does not apply to "personal
and advertising injury" arising out of an
offense committed before you acquired or
formed the organization.

2. Only with respect to liability arising out of the
ownership, maintenance or use of "covered
autos":
a. You are an.insured.
b. Anyone else while using with your permission a
"covered auto" you own, hire or borrow is also
an insured except:
(1) The owner or anyone else from whom you
hire or borrow a "covered auto". This
exception does not apply If the "covered
auto" is a trailer or semitrailer connected to
a "covered auto" you own.
(2) Your "employee" if the "covered auto" is
owned by that "employee" or a member of
his or her household.
(3) Someone using a "covered auto" while he
or she is working in a business of selling,
servicing, repairing, parking or storing
"autos" unless that business is yours.
(4) Anyone other . than your "employees",
partners (If you are a partnership),
members (if you are a limited liability.
company), or a lessee or borrower or any of
their "employees", while moving property to
or from a "covered auto".
(5) A partner (if you are a partnership), or a
member (if you are a limited liability
company) for a "covered auto" owned by
him or her 'or a member of his or her
household.
(6) "Employees" with respect to "bodily Injury"
to:
- (a) Any fellow "employee" of the insured
arising out of and in the course of the
• fellow "employee's" employment, or
while performing duties related to the
conduct of your business; or
(b) The spouse, child, parent, brother or
sister of that fellow "employee" as a
consequence of Paragraph (a) above,
c. Anyone, liable for the conduct of an. insured.
d,escribed'above is also an insured, but only to
the extent of that liability.

3. Any additional insured under any policy of
"underlying.. Insurance" will automatically be an
insured under this insurance.

Subject to Section Ill. - Limits Of Insurance,, if
coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured Is the
amount of insurance: .
a. Required by the contract or agreement,, less.
any amounts payable by ',any' "underlying
Insurance"; or '
b. Available under the applicable Limits of.

Insurance shown in the Declarations;
whichever Is less.

Additional insured . coverage provided, by' this
insurance will not be broader than coverage
provided by the "underlying insurance"
No person or organization Is an insured with respect
to the conduct of any current or past partnership, Joint venture or limited liability company that is not shown
as a Named Insured In the Declarations
CU 00 01 0413 • 0 Insurance Services Office, Inc., 2012 ' Page.11 of 18 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 47 SECTION III - LIMITS OF INSURANCE

1. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay
regardless of the number of
a. Insureds;
b. Claims made, "suits" brought, or number of
vehicles involved; or
c. Persons or organizations making claims, or
bringing "suits".

2. The Aggregate Limit is the most we will pay for the
sum of all "ultimate net loss" under:
a. Coverage A, except "ultimate net loss"
because of "bädily injury" or "property damage"
arising out of the ownership, maintenance or
use of a "covered auto"; and
b. Coverage B.

Subject to Paragraph 2. above, the Each
Occurrence Limit is the most we will pay for the
sum of all "ultimate net loss" under Coverage A
because of all "bodily injury" and "property
damage" arising out :f any one "occurrence".

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 "ultimate net
loss" because of all "personal and advertising
injury" sustained by any one person or
organization.

If there is "underlying insurance" with a policy
period that is nonconcurrent with the policy period
of this Commercial Liability Umbrella Coverage
Part, the "retained limit(s)" will only be reduced or
exhausted by payments for:
a. "Bodily injury" or. "property damage" which
occurs during the policy period of this
Coverage 'Part; or
b. "Personal and advertising injury" for offenses
that are committed during the policy period of
this Coverage Part.

However, if any "underlying insurance" is written
on a claims-made basis, the "retained limit(s)" will
only be reduced or exhausted by claims for that
insurance that are made during the policy period,
or any Extended Reporting , Period, of this
Coverage Part.

The Aggregate Limit, as described in Paragraph 2.
above, applies 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 - CONDITIONS

1. Appeals
If the "underlying insure?' or insured' elects not to
appeal a judgment in excess of the "retained limit",
we may do so at our own expense. We will also
pay for taxable court costs, pre- and postjudgment
interest and disbursements associated with such
appeal. In no event will this provision Increase our
liability beyond the applicable Limits of Insurance
described in Section III - Limits Of Insurance.

2. Bankruptcy
a. Bankruptcy Of InsUred
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.
b. Bankruptcy Of Underlying Insurer
Bankruptcy or insolvency of the "underlying
insure?' will not relieve us of our obligations
under this Coverage Part.

However, this Insurance will not replace the
"underlying insurance" in the event of bankruptcy
or insolvency of the "underlying insure?'.' This
insurance, will apply, as if the "underlying
insurance" were in full effect.

3. 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,'
regardless ,ofthe amount, *hich may result Ina
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
(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) Notify us, 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 "suir';.

3. 4.

Page 12 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 48 4.

S.
(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.

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.

Other Insurance
a. This insurance is excess over, and shall not
contribute with any of the other insurance,
whether primary, excess, contingent or on any
other basis. This condition will not apply to
insurance specifically written as excess over
this Coverage Part
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.
b. When this insurance is excess over other
insurance, we will pay only our share of the
"ultimate net loss" that exceeds the sum of:
(1) The total amount that all such other
insurance would •pay for the loss in the
absence of the insurance provided under
this Coverage Part; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.

6. Premium Audit
a. We will compute all premiums for this
Coverage Part in accordance with our rules
and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premiuffi 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.
7, RepresentatIons Or Fraud
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
• representations you made to us;,
c. We have issued this policy in reliance upon
your representations; and
d. This policy is void in any case of fraud by you
as it relates to this policy or any claim under
this policy.

8. 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. . .

9. 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, thqse 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. • .

CU 00 0104 13 0 Insurance Services Office, Inc., 2012 • . • Page 13 of 18.

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 49 lO.When We Do Not Renew
If we decide not to renew this Coverage Part, we
will malt 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

11.Loss Payable
Liability under this Coverage Part does not apply
to a given claim unless and until:
a. The insured or Insured's "underlying insurer"
has become obligated to pay the "retained
limit"; and
b. The obligation of the insured to pay the
"ultimate net loss" in excess of the "retained
limit" has been determined by a final settlement
or judgment or written agreement among the
insured, claimant and us.

12.Transfer Of Defense.

When the, underlying Iihiits of insurance have been
used up In the payment of judgments or
settlements, the duty to defend will be transferred
to us. We will cooperate in the transfer of control
to us of any outstanding claims or "suits" seeking
damages to which this insurance applies which
would have been covered by the "underlying
Insurance!' had the applicable limit not been used
up.

13. Maintenance Of/Changes To Underlying
Insurance
Any "underlying Insurance" must be maintained in
full effect without reduction
the
coverage or limits
except for the reduction of the aggregate limit In
accordance with the provisions of such "underlying
insurance" that results from payment, of claims,
settlement or judgments to which this insurance
applies.

Such exhaustion or reduction is not a failure to
maintain "underlying insurance".' Failure to
maintain "underlying insurance" will not invalidate
Insurance provided under this Coverage Part, but
insurance provided under this Coverage Part will
apply as if the "underlying insurance" were in full
effect.

If there is an increase in the scope of coverage of
any "underlying insurance" during the term of this
policy, our liability will be no more than it would
have been if there had been no such increase.

You must notify us in writing, as soon as
practicable, If any "underlying Insurance" is
cancelled, not renewed, replaced or otherwise
terminated, or If the limits or scope of coverage of
any "underlying insurance" is changed.

14. Expanded Coverage Territory
a. If a "suit" is brought in a part of the "coverage
territory" that is outside the United States of
America (including its territories and
possessions), Puerto Rico or Canada,. and we
are prevented by law, or otherwise, from
defending the insured, the Insured will initiate a
defense of the "suit We will reimburse the
insured, under Supplementary Payments, for
any reasonable and necessary expenses
incurred for the defense of a "suit" seeking
damages to which this insurariôe' applies, that
we would have paid had we been able to
exercise our right and duty to defend.

If the Insured becomes legally obligated to pay
sums because Of damages to which this
insurance applies in a part of the "coverage
territory" that is outside the United States of
America (including , its 'territories and
possessions), Puerto Rico or Canada, and' we
are prevented by law, or otherwise, from
paying such sums on the insured's behalf, we
will reimburse the insured for such sums.
b. All payments or reimbursements we make for
damages because of judgments or settlements
will be made in U.S. currency at the prevailing
exchange rate at the time the Insured became
legally obligated to pay such sums All
payments or reimbursements we make for
expenses under SLpplOrnentary Payments will
be made In U.S. currency at ,the prevailing.
exohangerate at the time the expenses'were
incurred.
c. Any disputes between you and us as to
whether there is coverage under this policy
must be filed in the courts of the United States
of America (including its territories and
possessions), Canada or Puerto Rico
d. The insured must fully maintain any coverage
required by law, regulation I or other
governmental authority during the policy
period, except for reduction of the aggregate
limits due to payments of claims, judgments or
settlements.

Failure to maintain such coverage required by
law, regulation 'or other governmental authority
will not invalidate this insurance However this
insurance will apply as if the required coverage
by law, regulation or other governmental
authority was in full effect,

Page 14 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 50 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 priricipally garaged
However, "auto" does not include "mobile
'equipment".

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

4. "Coverage territory" means anywhere in the world
with the exception of any country or jurisdiction
which Is subject to trade or other economic
sanction or embargo by the United States of
America. .

5. "Covered auto" means only those "autos" to which
"underlying insurance" applies.

6. "Employee" includes a
'
"leased worker".
"Employee" does not Include a "temporary
worker".

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

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 agreementS

9. "Insured contract" means:
a. A contract for a lease of premises. However,
that portion of the contract for .a lease of
premises that indemnities any person or
organization for damage by fire to premises
while rented to you or temporarily occupied by
you with permission of the owner is not an
"Insured contract";
b. A sidetrack agreement;
c. Any easement or license agreement, except in
connection with construction or demolition
operations on or within 50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection
with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any contract or agreement entered
Into, as part of your business, pertaining to the
rental or lease, by you or any of your
"employees", of any "auto". However,, such
contract or agreement shall not be considered
an "'Insured contract" to the. extent that it
obligates you or any of your "employees" to
pay for "property damage" to any "auto" rented
or leased by you or any of your "employees".
g. That, part of any other contract or agreement
pertaining to your business (including an
Indemnification of a municipality in connection
With work performed for a' municipality) under
which you assume the tort liability of another
party to pay for "bodily injury"' or "property
damage" to a third person or organization Tort
liability means a liability that would-be imposed
by law in the absence of any contract Or
agreement.

Paragraphs f. and g. do not include that part of
any contract or agreement:,
(I) That indemnities a railroad for "bodily injury"
or "property. damage" arising out of
construction or demolition operations within
50 feet of any railroad' property and
affecting any railroad bridge or trestle,
tracks, road-beds, tunnel, underpass or
crossing;
(2) That pertains to, the loan', lease or rental of
an "auto" to you or any of your
"employees", if the "auto" is lOaned, leased
or rented with a. driver; or
CU' 00 0.104 13" . ' © Insurance Services Office, Inc., 2012 Page lSof 18 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 51 (3) That holds a person or organization
engaged in the business of transporting
property by "auto 0 for hire harmless for your
use of a "covered auto" over a route or
territory that person or organization is
authorized to serve by public authority.

10. "Leased worker" means a person leased to you by
a labor leasing firm under an agreement between
you and the labor leasing firm, to perform duties
related to the conduct of your business. "Leased
worker" does not Include a "temporary worker'.

11."Loadlng or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an aircraft,
watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While It Is being moved from an aircraft,
watercraft. or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means Of a mechanical
device, other than a hand truck, that Is not
attached to the aircraft, watercraft or "auto".
12,"MobiIe equipment" 'means any of the following
types, of land vehicles, including any attached
machinery or equipment
a. Bulldozers, farm machinery, forklifts and other
vehicles designed or use principally off public
roads;
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehlcles; whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing equipment
such as graders, scrapers or rollers;
e. Vehicles not described In Paragraph a., b., c.
or d. above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types;
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in Paragraph a., b., C.
or d above maintained primarily for purposes
other 'than ',the transportation of persons or
cargo.

However,' self-propelled vehicles with the,
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction
or resurfacing; or
(c) Street cleaning,;
(2) Cherry pickers and similar devices mounted
on' automobile or truck chassis and used to
raise or lower workers; arid'
(3) Air compressors, pumps and generators,
including ' spraying, Welding, building'
cleaning, geophysical exploration, lighting
and well servicing equipment.

However, "mobile equipment" does not include
land, vehicles that are subject to a compulsory
or financial responsibility law' or other motor
vehicle insurance law Where it Is licensed or
principally garaged. Land vehicles subject to a
compulsory or financial respOnsibility 'law or'
other motor vehicle insurance ,'law ' are
considered "autos".

I 3."Occurrence" 'means an accident, including
continuous or repeated exposure to 'substantially
the same general harmful conditions.

14."Personal and advertising ,injury" means injury,
including consequential "bodily injury", arising out
of one or more of the following offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into,
or Invasion of the right of private occupancy of
a room, dwelling or premises that a person
occupies,, committed by' or on behalf of its
owner, landlord or. lessor;
d Oral or'written :publicatlon In any manner, of
material that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services
e. Oral or written publication, in any manner, of
material that violates a person's right of
privacy; '
,f. The use of another's' advertising. idea in your
"advertisement!'; or
g. Infringing upon anOther's 'copyright, trade dress
or slogan In your "advertisement".

Page 16 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 52 15."Pollutants mean any solid, liqyid, gaseous or
thermal Irritant or contaminant, including , smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

16. "Pollution cost or expense" means any loss, cost
or expense arising out of any:
a. Request, demand, order or statutory or
regulatory requirement that any Insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in any
way respond to, or assess the effects of,
• "pollutants"; or
b. Claim or suit by or on báhalf of a governmental
authority for damages because of testing for,
monitoring, cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in any
way responding to, or assessing the effects of,
"pollutants".

17. "Products-completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises you
own or rent and arising out of "your product" or
'Your work" except
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned; However, "your work" will be
'deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls for work at more than one
job site.
(c) When that part of the work done at a job
site has been put to its intended use by
any person or organization other than
another contractor or subcontractor
working on the same project.

Work that may need service, maintenance,
correction, repair or replacement, but which
is otherwise complete, will be. treated as
completed.
b. Does not Include "bodily injury" or "property
damage" arising out of:
(1) The transportation of property, unless the
injury' or damage arises out of a condition In
or on a vehicle not owned or operated by
you, and that condition was created by the
"loading or unloading" of that vehicle by any
insured; or
(2) The existence of, tools,, uninstalled
equipment or abandoned or unused
materials.'

18."Property damage" 'means:
a. Physical injury to tangible property, including
all resulting toss of use of that property. All
such loss of use shall be deemed to occur at
the'tinle ,of the physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use shell be
deemed to occur at the time of the
"occurrence" that caused it.

With respect to the ownership, maintenance or
use of "covered autos", 'property damage also
includes "pollution cost or expense", but only to
the extent that coverage exists under the
"underlying insurance" or would have existed but
for the exhaustion of the underlying limits
For the purposes of this insurance, with respect to
other than the ownership, maintenance or use of
"covered autos", electronic data is not tangible
property.

As used In this definition, electronic data means
information, facts Or programs stored as or on,
created or used on, or transmitted 'to or from
computer software (including systems and
applications software),' hard or floppy disks, CD-
ROMs, tapes, drives, cells, data processing,
devices or any other media which are used with
electronically controlled. equipment.

19."Retained limit" means the available 'limits of
"underlying insurance" scheduled in the
Declarations ' or the "self-insured retention",
whichever applies.

20. "Self-insured 'retention" means the dollar amount
listed in the Declarations that will be paid by the
insured before this insurance becomes applicable
only with respect to "occurrences" or offenses not
covered by the "underlying insurance" The "self
insured retention" does not apply to 'occurrences"
or offenses which would have been covered by
"underlying insurance" but for the exhaustion of
applicable limits. •, '
0 , •
21 ."Suit" means a civil proceeding in which damages
because of "bodily injury", "property damage" or
"personal and advertising injury" to which this
insurance applies are alleged. "Suit" Includes:
a. An arbitration proceedin9 in which such
damages are claimed and to which the insured
must submit or does submit with our consent;
or
CU 00 0104 13 © Insurance Services Office, Inc., 2012 • Page 17 of 18 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 53 b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits with
our consent or the "underlying insurer's"
consent.

22."Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or short-
term workload conditions.

23."Ultimate net loss" means the total sum, after
reduction . for. recoveries or Salvages collectible,
that the insured becomes legally obligated to pay
as damages by reason of settlement or, judgments
or any arbitration or other alternate dispute
method entered into with our consent or the
"underlying insurer's" consent.

24."Underlying Insurance" means any policies of
insurance listed in the Declarations under the
Schedule of "underlying Insurance".

25."Underlying insurer" means any insurer who
provides any policy of insurance listed in the
Schedule of "underlying insurance".

26."Volunteer worker" means a person who is not
your 'employee", and who donates his or her work
and acts at the direction of and within the scope of
duties determined by you, and is not paid a fee,
salary or other compensation by you or anyone
else for their work performed for you.

27."Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(C) A person or . organization whose
business or assets you have acquired;
and .
(2) Containers (other than vehicles), materials,
parts or equipment furnished in connection
with such goods or, products.ç
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sold.

28."Your work":
a. Means:
(1) Work or operations performed by you or on
your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
work"; and
(2) The providing of or failure to provide
warnings or instructions.

Page 18 of 18 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 54 THIS ENDORSEMENT CHANGES YOUR POLICY.

PLEASE READ IT CAREFULLY.

EXCLUSION - CROSS SUITS
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS
This insurance does not apply to 'Bodily injury", "property damage" or "personal and advertising injury", or any other claim for damages brought by any insured covered by this policy, against any other insured that Has an ownership interest in, is operated, controlled, or managed by or is a parent, subsidiary or affiliate of any such insured.

This exclusion does not apply to any additional insured added to this policy by endorsement if such additional insured is:

1. specifically named in the Schedule of such endorsement, or

2. an indemnity is a written contract or written agreement between any Named Insured and any Additional insured signed before the date of the first "occurrence" or first offense and requiring the Named Insured to add such indemnitee as an additional insured; or

3. is not a parent, subsidiary or affiliate of the Named Insured; does not have any ownership Interest in the Named Insured; is not owned, operated, controlled or managed by the Named Insured.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

ANAP 16094 (05/1 5)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 55 THIS ENDORSEMENT CHANGES THE POLICY.

PLEASE READ IT CAREFULLY.

EXCLUSION - AUTO NO-FAULT AND SIMILAR LAWS
This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY POLICY
This insurance does not apply to:

Any liability payable under or resulting from any no-fault, personal injury protection, uninsured motorists, underinsured motorists or similar law or statute.

ANF 57 11/18
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 56 SANCTION LIMITATION AND EXCLUSION CLAUSE

No (re)insurer shall be deemed to provide cover and no (re)insurer shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that (re)insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.

LMA3100

15 SEPTEMBER 2010

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 57 MICRO ORGANISM EXCLUSION (Absolute)

This Policy does not insure any loss, damage, claim, cost, expense or other sum directly or indirectly arising out of or relating to:

mold, mildew, fungus, spores or other microorganism of any type, nature, or description, including but not limited to any substance whose presence poses an actual or potential threat to human health.

This Exclusion applies regardless whether there is (i) any physical loss or damage to insured property; (ii) any insured peril or cause, whether or not contributing concurrently or in any sequence; (iii) any loss of use, occupancy, or functionality; or (iv) any action required, including but not limited to repair, replacement, removal, cleanup, abatement, disposal, relocation, or steps taken to address medical or legal concerns.

This Exclusion replaces and supersedes any provision in the Policy that provides insurance, in whole or in part, for these matters.

POLYFLUOROALKYL (PFA'S) AND/ OR POLYFLUORINATED (PFSA'S) SUBSTANCE EXCLUSION

No coverage is provided under this policy for any claims arising out of or in connection with the use, release, discharge, dispersal or disposal of per- and polyfluoroalkyl substances (PFA’s) or per- and polyfluorinated substances (PFSA’s) or any derivatives thereof. This exclusion applies regardless of how the PFA’s and PFSA’s were introduced into the environment and regardless of whether they were known or suspected to be present.

This Exclusion replaces and supersedes any provision in the Policy that provides insurance, in whole or in part, for these matters.

Form approved by Lloyd’s Market Association

LMA 5018 (01/06/2024)

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 58 CLAIMS NOTIFICATION
AND

SERVICE OF SUIT

CLAIMS NOTIFICATION:

ROCKVILLE RISK MANAGEMENT
119 NORTH PARK AVENUE, 4TH FLOOR
ROCKVILLE CENTRE, NY 11570

1.866.762.5845
[email protected].

The Company appoints the Commissioner of Insurance as it true and lawful attorney for acceptance of service for all legal process issued in this state in any action, suit or proceeding arising out of this contract of insurance. The Company authorizes the Commissioner to forward such process to:

SERVICE OF SUIT: LLOYD’S AMERICA, INC.

ATTN: LEGAL DEPARTMENT
280 PARK AVENUE, EAST TOWER, 25 TH FLOOR
NEW YORK, NY 10017

The above-named are authorized to accept service of process on behalf of the Company in any legal proceeding.

LMA 5020

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 59 APPLICABLE LAW (USA.)
This Insurance shall be subject to the applicable state law to be determined by the court of competent jurisdiction as determined by the provisions of the Service of Suit Clause (U.S.A.) Form approved by Lloyd's Market Association
LMA 5021 (14/09/2005)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 60 FRAUDULENT CLAIM CLAUSE

If the (re)insured shall make any claim knowing the same to be false or fraudulent, as regards amount or otherwise, this contract shall become void and all claim hereunder shall be forfeited.

Form approved by Lloyd’s Market Association

LMA 5062 (04/06/2006)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 61 U.S. TERRORISM RISK INSURANCE ACT OF 2002 AS AMENDED

NOT PURCHASED CLAUSE

This Clause is issued in accordance with the terms and conditions of the “U.S. Terrorism Risk Insurance Act of 2002” as amended as summarized in the disclosure notice.

It is hereby noted that the Underwriters have made available coverage for “insured losses” directly resulting from an "act of terrorism" as defined in the "U.S. Terrorism Risk Insurance Act of 2002", as amended (“TRIA”) and the Insured has declined or not confirmed to purchase this coverage.

This Insurance therefore affords no coverage for losses directly resulting from any "act of terrorism" as defined in TRIA except to the extent, if any, otherwise provided by this policy.

All other terms, conditions, insured coverage and exclusions of this Insurance including applicable limits and deductibles remain unchanged and apply in full force and effect to the coverage provided by this Insurance.

LMA5390

09 JANUARY 2020

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 62 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EXCLUSION — CYBER AND DATA

1. Notwithstanding any provision to the contrary within this Policy or any endorsement thereto this Policy does not apply to any actual or alleged loss, damage, liability, claim, fine, penalty, cost or expense of whatsoever nature directly or indirectly caused by, contributed to by, resulting from, arising out of or in connection with any:

1.1 Cyber Act or Cyber Incident including, but not limited to, any action taken in controlling, preventing, suppressing or remediating any Cyber Act or Cyber Incident; or

1.2 Data Breach; or

1.3 other loss of use, reduction in functionality, repair, replacement, restoration, reproduction, loss of, damage to, corruption of, inability to access or inability to manipulate or theft of any Electronic Data , including any amount pertaining to the value of such Electronic Data;

regardless of any other cause or event contributing concurrently or in any other sequence thereto.

2. For the avoidance of doubt, this policy does not cover notification costs, crisis consultancy costs, credit monitoring expenses, replacement of actual credit or payment cards, forensic expenses, public relations expenses or legal advice and services arising out of or in connection with a Data Breach.

Definitions

3. Computer System means any computer, hardware, software, communications system, electronic device (including, but not limited to, smart phone, laptop, tablet, wearable device), server, cloud or microcontroller including any similar system or any configuration of the aforementioned and including any associated input, output, data storage device, networking equipment or back up facility, owned or operated by the Insured or any other party.

4. Cyber Act means an unauthorized, malicious or criminal act or series of related unauthorized, malicious or criminal acts, regardless of time and place, or the threat or hoax thereof involving access to, processing of, use of or operation of any Computer System.

5. Cyber Incident means:

5.1 any error or omission or series of related errors or omissions involving access to, processing of, use of or operation of any Computer System; or

5.2 any partial or total unavailability or failure or series of related partial or total unavailability or failures to access, process, use or operate any Computer System.

6. Data Breach means:

6.1 the theft, loss, access to, acquisition of, or unauthorized or unlawful use or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit or payment card information, health information, biometric data or any other type of non-public information; involving access to, processing of, use of or operation of any Computer System or

6.2 the violation of any statute, regulation, common-law, or any other law regulating or protecting access to, collection, use or disclosure of, or failure to protect any non-public confidential or personal information in the form of Electronic Data.

7. Electronic Data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment.

LMA5532 17 December 2020

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 63 CALIFORNIA COMPLAINTS NOTICE

To request assistance or make an initial complaint, you should contact:

Suppression Pro Insurance Solutions
16811 Hale Avenue, Suite A
Irvine, Ca 92606
800.536.2285

In the alternative, you may wish to contact the Lloyd’s Complaints Department at:

Lloyd’s Complaints Department
c
/o Lloyd’s America Inc.
280 Park Avenue,
East Tower, 25th Floor,
New York, NY 10017,

Phone: 1-844-849-7828
Email: [email protected]

USA

The California Department of Insurance should be contacted only after discussions with the insurer, its agent, or representative, have failed to produce a satisfactory resolution. You may contact the California Department of Insurance to obtain information on your rights or make a complaint at:

Consumer Hotline
1-800-927-4357 (HELP)

TDD Number
1-800-482-4833 (TTY)

California Department of Insurance
Consumer Services Division
300 South Spring Street, South Tower
Los Angeles, CA 90013

LMA9136B
28 September 2023

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 64 MEDICARE CHANGE ENDORSEMENT
THIS ENDORSEMENT SUPERSEDES ANYTHING HEREIN TO THE CONTRARY.

Upon notice of any claim involving bodily injury, sickness, or disease, the Coverholder shall collect all information necessary for Underwriters' compliance with U.S. law, and in particular Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007 (Section 111). Specifically, the Coverholder shall:
issue letters and questionnaires in the form provided by Underwriters, which may change from time to time, to all claimants or their attorneys, where a claimant asserts bodily injury, sickness, or disease; and
request in writing that all claimants or their attorneys confirm their responses to the questionnaires not less than every six months during the pendency of the claim.

All information collected, as outlined in paragraphs (1) and (2) above, including updated information shall be provided to a third-party vendor, as instructed by Underwriters, to interface with the Centers for Medicare and Medicaid Services, All information collected shall be treated as confidential. Upon receipt of the response from the third-party vendor, the Coverholder shall immediately notify Underwriters of any claims involving Medicare payments to any claimant.

In the event that counsel is retained to defend a lawsuit involving bodily injury, sickness, or disease, the Coverholder shall instruct counsel to collect all information necessary for Underwriters' compliance with U.S. law, and in particular Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007 (Section 111). All information collected, by counsel, including updated information shall be provided to a third party vendor, as instructed by Underwriters, to interface with the Centers for Medicare and Medicaid Services. All information collected shall be treated as confidential The Coverholder shall immediately notify Underwriters of any claims involving Medicare payments to any claimant.

Where settlement authority is granted to the Coverholder in the Schedule, the Coverholder shall not settle and/or otherwise compromise any claim involving bodily injury, sickness, or disease nor pay any medical expenses, without Underwriters' express authorization or notification that Underwriters have determined that Section 111 does not apply. Regardless of whether Section 111 applies, the Coverholder must immediately notify Underwriters of any settlements to permit proper reporting, MCE51 (11/18)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 65 This Endorsement Modifies your Policy
Please Read it Carefully
NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-DIRECT (BROAD) (U.S.A.) For attachment to insurances of the following classifications in the U.S.A., its Territories and Possessions, Puerto Rico and the Canal Zone:

Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability),
not being insurances of the classifications to which the Nuclear Incident Exclusion Clause- Liability-Direct (Limited) applies.

This Policy* does not apply:

Under any Liability Coverage, to injury, sickness, disease, death or destruction:
(a) with respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization.

Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization.

Ill. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if:
(a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom;

Page 1 of 2 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 66 (b) he nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or
(c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility.

IV. As used in this endorsement:
"hazardous properties" include radioactive, toxic or explosive properties; "nuclear material' means source material, special nuclear material or by-product material, 'source material", "special nuclear material', and "by-product material" have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor, 'waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof, 'nuclear facility means:
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste,
(c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste,
and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations nuclear reactor' means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material With respect to injury to or destruction of property, the word "injury' or "destruction" includes all forms of radioactive contamination of property.

It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy to which it is attached.
* NOTE: As respects policies which afford liability coverages and other forms of coverage in addition, the words underlined should be amended to designate the liability coverage to which this clause is to apply.

Page 2 of 2 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 67 CANCELLATION CLAUSE
Notwithstanding anything contained in this Policy to the contrary, this Policy may be cancelled by the Assured at any time by written notice or by surrendering of this Policy of Insurance. This Policy may also be cancelled by or on behalf of Underwriters by delivering to the Assured or by mailing to the Assured, by registered, certified or other first class mail, at the Assured s address as shown in this Policy, written notice stating when, not less than ten (10) days thereafter, the cancellation shall be effective The mailing of notice as aforesaid shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice.

If this Policy shall be cancelled by the Assured, the Underwriters shall retain the customary short rate proportion of the premium hereon, except that if this Policy is on an adjustable basis the Underwriters shall receive the earned premium hereon or the customary short rate proportion of any minimum premium stipulated herein whichever is the greater.

If this Policy shall be cancelled by or on behalf of the Underwriters, the Underwriters shall retain the pro rata proportion of the premium hereon, except that if this Policy is on an adjustable basis the Underwriters shall receive the earned premium hereon or the pro rata proportion of any minimum premium stipulated herein whichever is the greater.

Payment or tender of any unearned premium by the Underwriters shall not be a condition precedent to the effectiveness of cancellation but such payment shall be made as soon as practicable.

If the period of limitation relating to the giving of notice is prohibited or made void by any law controlling the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law.

NMA1 331
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 68 This Endorsement Modifies Your Policy.

Please Read It Carefully.

RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE-LIABILITY DIRECT (U.SA For attachment (in addition to the appropriate Nuclear incident Exclusion Clause- Liability-Direct) to liability insurances affording worldwide coverage.

In relation to liability arising outside the U.S.A., its Territories or Possessions, Puerto Rico or the Canal Zone, this Policy does not cover any liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel.

NMA1 477 (13/2/64)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 69 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 70 Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 71 This Endorsement Modifies Your Policy.

Please Read It Carefully.

WAR AND TERRORISM EXCLUSION ENDORSEMENT
Notwithstanding any provision to the contrary within this insurance or any endorsement thereto it is agreed that this insurance excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss; war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or 2, any act of terrorism.

For the purpose of this endorsement an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear.

This endorsement also excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to 1 and/or 2 above.

If the Underwriters allege that by reason of this exclusion, any loss, damage, cost or expense is not covered by this insurance the burden of proving the contrary shall be upon the Assured.

In the event any portion of this endorsement is found to be invalid or unenforceable, the remainder shall remain in full force and effect.
08/10/01
NMA291 8
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 72 This Endorsement Modifies Your Policy.

Please Read It Carefully.

BIOLOGICAL OR CHEMICAL MATERIALS EXCLUSION
It is agreed that this Insurance excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with the actual or threatened malicious use of pathogenic or poisonous biological or chemical materials regardless of any other cause or event contributing concurrently or in any other sequence thereto.

NMA2962 (06/02/03)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 73 This Endorsement Modifies Your Policy.

Please Read It Carefully.

CLASSIFICATION LIMITATION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY COVERAGE PART

Coverage under this policy is specifically limited to, and applies only to those classifications as described under the applicable Coverage Part or Schedule designated in the Declarations Page of the underlying General Liability Policy.

This policy excludes coverage for any operation not specifically listed in the Coverage Part or Schedule designated in the Declarations Page of the underlying General Liability Policy.

SPX016 (05/25)

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 74 This Endorsement Modifies your Policy
Please Read it Carefully

TOTAL ASBESTOS EXCLUSION

This endorsement modifies insurance under:

COMMERCIAL UMBRELLA LIABILITY COVERAGE PART

This insurance does not apply to "bodily injury," "property damage," "personal and advertising injury," and/or Medical Payments arising out of any of the following:

A. The mining, manufacture, sale, distribution, transport, installation, encapsulation, and/or use in any way of asbestos and/or asbestos-containing products or materials in any form whatsoever, including without limitation asbestos fibers and asbestos dust, whether or not such mining, manufacture, sale, distribution, transport, or by or on behalf of others;

B. The inhalation, ingestion, and/or absorption of and/or the exposure in any way to asbestos and/or asbestos-containing products or materials in any form whatsoever, including without limitation asbestos fibers and asbestos dust, regardless of where, when, or how such inhalation, ingestion, absorption, and/or exposure has taken place or who has been or might in the future be affected by such inhalation, ingestion, absorption, and/or exposure;

C. The testing, monitoring, detoxification, and/or treatment whatsoever of any natural person or persons for the presence or effects of asbestos and/or asbestos containing products or materials in any form whatsoever, including without limitation asbestos fibers and asbestos dust, whether or not such person or persons has at the time of testing, monitoring, detoxification, and/or treatment contracted any other asbestos-related illness, disease, or condition or fears the future development of any asbestos-related illness, disease or condition;

D. The testing, monitoring, detoxification, and/or any clean-up whatsoever of any building, facility, structure, premises location, or any other real or personal property or any natural environment for or because of the presence or effects of asbestos and/or asbestos-containing products or materials in any form whatsoever, including without limitation asbestos fibers and asbestos dust, whether or not such testing, monitoring, detoxification, or cleanup involves removing, containing, neutralizing, abating, remediating, disposing of, or otherwise responding to or assessing the presence or effects of asbestos and/or asbestos-containing products or materials in any form whatsoever, including without limitation asbestos fibers and asbestos dust; or

E. Any request, demand, order, directive, "suit", action, claim, or other proposal of any kind whatsoever on the part of any person, whether natural or otherwise, or on the part of any governmental authority that:

1. Any insured or others test, monitor, detoxify, or treat in any way any natural person or persons for the presence or effects of asbestos and/or asbestos-containing products or materials in any form whatsoever, including without limitation asbestos fibers and asbestos dust, whether or not such person or persons has at the time of testing, monitoring, detoxification, and/or treatment contracted any asbestos-related illness, disease, or condition, or fears the future development of any asbestos-related illness, disease, or condition, and/or

Page 1 of 2 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 75 2. Any insured or others test, monitor, detoxify, or clean up in any way any building, facility, structure, premises location, or any other real or personal property or any natural environment for or because of the presence or effects of asbestos and/or asbestos-containing products or materials in any form whatsoever, including without, limitation asbestos fibers and asbestos dust, whether or not such testing, monitoring, detoxification, or clean-up involves removing, containing, neutralizing, abating, remediating, disposing of, or otherwise responding to the presence or effects of asbestos and/or asbestos-containing products or materials in any form whatsoever, including without limitation asbestos fibers and asbestos dust.

Page 2 of 2 ends

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 76 COMMERCIAL LIABILITY UMBRELLA

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EXCLUSION - DESIGNATED ONGOING AND COMPLETED OPERATIONS

This endorsement modifies insurance provided under the following:

COMMERCIAL LIABILITY UMBRELLA COVERAGE PART

SCHEDULE

Description of Designated Ongoing Operation(s):

ANY AND ALL OPERATIONS AND/OR DAMAGE RESULTING FROM WORK PERFORMED BY YOU OR ON YOUR BEHALF ON:

AIRCRAFT, WATERCRAFT, MOBILE EQUIPMENT, VEHICLES AND/OR FOOD TRUCKS

Specified Location (lf Applicable):

(lf no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

The following exclusion is added to paragraph 2., Unless a "location" is specified in the Schedule, this Exclusions of COVERAGE A - BODILY INJURY exclusion applies regardless of where such opera- AND PROPERTY DAMAGE LIABILITY (Section l - tions are conducted by you or on your behalf. If a Coverages): specific "location" is designated in the Schedule of this endorsement, this exclusion applies only to the
This insurance does not apply to "bodily injury" or described ongoing operations conducted at that "property damage" arising out of the ongoing and “location”. completed operations described in the schedule of
this endorsement, regardless of whether such For the purpose of this endorsement, "location" operations are conducted by you or on your behalf means premises involving the same or connecting or whether the operations are conducted for yourself lots, or premises whose connection is interrupted only or for others. by a street, roadway, waterway or right-of-way of a railroad.

SPX466 (05/24) Page 1 of 1

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 77 COMMERCIAL EXCESS LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EXCLUSION - DESIGNATED WORK AND

DESIGNATED PRODUCTS

This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY COVERAGE PART

SCHEDULE

Description of Designated Ongoing Operation(s):

ANY AND ALL WORK PERFORMED IN THE STATE OF NEW YORK

(lf no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

This insurance does not apply to “bodily injury” or “property damage” included in the “products completed operations hazard” and arising out of any of “your work” shown in the Schedule.

SPX467 (01/23) Page 1 of 1

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 78 COMMERCIAL LIABILITY UMBRELLA

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMUNICABLE DISEASE EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL LIABILITY UMBRELLA COVERAGE PART

A. The following exclusion is added to Paragraph 2.

Exclusions of Section I - Coverage A - Bodily
Injury And Property Damage Liability:

B. The following exclusion is added to Paragraph 2.

Exclusions of Section I - Coverage B –
Personal And Advertising Injury Liability:

2. Exclusions 2. Exclusions

This insurance does not apply to: This insurance does not apply to:

Communicable Disease Communicable Disease

"Bodily injury" or "property damage" arising out “Personal and advertising injury” arising out of of the actual or alleged transmission of a the actual or alleged transmission of a communicable disease. communicable disease.

This exclusion applies even if the claims This exclusion applies even if the claims against any insured allege negligence or against any insured allege negligence or other wrongdoing in the: other wrongdoing in the:

a. Supervising, hiring, employing, training or a. Supervising, hiring, employing, training or monitoring of others that may be infected monitoring of others that may be infected with and spread a communicable disease; with and spread a communicable disease;

b. Testing for a communicable disease; b. Testing for a communicable disease;

c. Failure to prevent the spread of the c. Failure to prevent the spread of the disease; or disease; or

d. Failure to report the disease to authorities. d. Failure to report the disease to authorities.

SPX468 01 23 Page 1 of 1 □

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 79 COMMERCIAL UMBRELLA LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EXCLUSION – ACTION OVER

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY COVERAGE PART

A. SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2 Exclusions, and SECTION I - COVERAGES, PRODUCTS/COMPETED OPERATIONS, BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, e. Employer's Liability are deleted and replaced with the following:

e. Employer's Liability

"Bodily injury" to:

(1) An "employee" or "temporary worker" of any insured arising out of and in the course of:
a. Employment by any insured; or
b. Performing duties related to the conduct of any insured's business; or

(2)
A fellow "employee" or "temporary worker" of any insured arising out of and in the course of such employment when the insured is an "executive officer" of such employer; or

(3)
The spouse, child, parent, brother or sister of that "employee" or "temporary worker" as a consequence of Paragraph (I) above.

This exclusion applies:

(1) Whether an insured may be liable as an employer or in any other capacity;

(2) To any obligation to share damages with or repay someone else who must pay damages because of the injury; or

(3)
To any liability assumed under any contract or agreement.

All other terms and conditions of the policy remain unchanged.

SPX501 (01/23) Page 1 of 1

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 80 COMMERCIAL UMBRELLA LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CRIMINAL ACTS EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM

The following is added to SECTION I – COMMERCIAL GENERAL LIABILITY CONDITIONS

By accepting this policy, you agree that coverage under this policy is voided for any “suit,” claim, loss, costs or expenses arising out of criminal acts:

1. “Injury or damage” arising directly or indirectly out of or resulting from a criminal act committed by any insured, including any additional insureds; or

2. “Injury or damage” arising directly or indirectly out of or resulting from a criminal act committed at the direction of any insured, including any additional insureds.

SPX506 (05/25)

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 81 LLOYD'S PRIVACY POLICY STATEMENT

UNDERWRITERS AT LLOYD'S, LONDON
The Certain Underwriters at Lloyd's, London want you to know how we protect the confidentiality of your non-public persona! information. We want you to know how and why we use and disclose the information that we have about you. The following describes our policies and practices for securing the privacy of our current and former customers.

INFORMATION WE COLLECT
The non-public personal information that we collect about you includes, but is not limited to:
> Information contained in applications or other forms that you submit to us, such as name, address, and social security number
Information about your transactions with our affiliates or other third-parties, such as balances and payment history
> Information we receive from a consumer-reporting agency, such as credit-worthiness or credit history

INFORMATION WE DISCLOSE
We disclose the information that we have when it is necessary to provide our products and services. We may also disclose information when the law requires or permits us to do so.

CONFIDENTIALITY AND SECURITY
Only our employees and others who need the information to service your account have access to your personal information. We have measures in place to secure our paper files and computer systems.

RIGHT TO ACCESS OR CORRECT YOUR PERSONAL INFORMATION
You have a right to request access to or correction of your personal information that is in our possession.

CONTACTING US
If you have any questions about this privacy notice or would like to learn more about how we protect your privacy, please contact the agent or broker who handled this insurance.

We can provide a more detailed statement of our privacy practices upon request.

LSW 1135B (06/03)
Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 82 [email protected] or 949.336.4347 (Fax)

CLAIM / INCIDENT REPORT

BUSINESS NAME: POLICY #:

ADDRESS: CITY: ZIP:

CONTACT PERSON: TITLE:

BUSINESS PHONE: ( ) BUSINESS FAX: ( ) OTHER NUMBER: ( )

DATE OF CLAIM OR INCIDENT: / / DATE YOU WERE NOTIFIED: / /

NAME OF CLAIMANTS:

LOCATION OF CLAIM OR INCIDENT:

IS CLAIMANT YOUR CUSTOMER? YES NO

HOW WERE YOU NOTIFIED? CUSTOMER CALL FIRE DEPARTMENT PROPERTY MANAGER

SUMMONS & COMPLAINT NEWSPAPER OR OTHER MEDIA OTHER
IF OTHER, PLEASE EXPLAIN:

WHO NOTIFIED YOU?: COMPANY:

ADDRESS: PHONE: ( )

PLEASE PROVIDE A DESCRIPTION OF YOUR WORK AT THE LOCATION:

DO YOU WORK AS A SUBCONTRACTOR OR DO YOU SUBCONTRACT ANY WORK AT THIS LOCATION?:

YES NO IF YES, PLEASE EXPLAIN AND PROVIDE THE NAME OF YOUR SUBCONTRACTOR(S) OR GENERAL CONTRACTOR:

DATE OF YOUR FIRST WORK AT THE LOCATION:

WAS THE DAMAGE CAUSED BY:

WATER DAMAGE SPRINKLER HEAD MALFUNCTION

KITCHEN SYSTEM DISCHARGE FIRE AT THE LOCATION SHOWN

FIRE ALARM MALFUNCTION FIRE EXTINGUISHER MALFUNCTION
OTHER (PLEASE EXPLAIN):

PLEASE DESCRIBE IN DETAIL WHAT HAPPENED:

PLEASE EMAIL OR FAX THIS FORM AND ALL RELATED DOCUMENTS (e.g. PLANS, CONTRACTS, SERVICE RECORDS

AND ANY OTHER INFORMATION YOU THINK MAY BE HELPFUL IN THE DEFENSE OF THIS CLAIM OR INCIDENT) TO THE EMAIL OR FAX NUMBER AT THE TOP OF THIS FORM.

SP CR (05/15)

Docusign Envelope ID: 185CE45C-09D5-40C7-93B8-55136DAC7D9E Docusign Envelope ID: 85864DAD-86EA-48E4-A062-7BCAD7F5ED46 83

Alameda City CouncilSeptember 2, 2025

Alameda City Council
September 2, 2025