Alameda City Council
October 20, 2026

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SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT ("Agreement") is entered into this 20 ("Effective Date"), by and between the CITY OF ALAMEDA, a municipal corporation ("the City"), and RALPH ANDERSEN & ASSOCIATES, a California corporation, whose address is 5800 STANFORD RANCH ROAD, STE. 410, ROCKLIN, CA 95765 ("Provider" or "Contractor"):

RECITALS
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: specialized management and executive recruiting services. City staff issued a Request for Proposals with a submittal period of twenty-six (26) days and received nineteen (19) timely submitted bids or proposals, and selected the service providers that best meets the City's need for services or materials 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 specialized management and recruiting services, upon the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

AGREEMENT
TERM:

The term of this Agreement shall commence on the _day of _20_, and shall terminate on the 31 day of October, 2028, unless terminated earlier as set forth herein.

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.

COMPENSATION TO PROVIDER:

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Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 a. By the 7' 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 B 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 B. b. The total two-year compensation for this Agreement shall not exceed $250,000.

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 of 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. 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.

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 shall 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, PERS payments, or other purposes normally associated with an employer- employee relationship from any compensation due to Provider. Payments of the above items, if Ralph Andersen & Associates 2 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 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 (with counsel acceptable to the City) and hold harmless the City Indemnitees (as defined in Section 9, below) 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. HOLD 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 ("City 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 Agreement or out of the operations conducted by Provider even if City Indemnitees are alleged to have been negligent. If the Claims filed against City Indemnitees allege 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 City Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of City Indemnitees. 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.

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Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 C. Provider's obligation to indemnify, defend and hold harmless City Indemnitees shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City's Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10,b. (1) through (4). 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:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide 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 certificate 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. Initial
SL
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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Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 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 shall be considered equivalent to the required minimum limits shown above.

Provider shall also submit declarations and policy endorsements pages. 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
(4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider's profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of Provider. If not covered under Provider's liability policy, such "property" coverage of the City may be endorsed onto Provider's Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of Provider.

C. SUBROGATION WAIVER:

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. d. FAILURE TO SECURE:

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Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 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.

The additional insured coverage under the Contractor's policy shall be primary and non- contributory and shall 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.

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 City Indemnitees 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 represents that it has no known relationships with third parties, City Council members, or employees of City which would I) present a conflict of interest with the rendering of services under this agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law; 2) prevent Provider from performing the terms of this Agreement; or 3) present a significant risk of disclosure of confidential information.

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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.

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:
à. 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, 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:

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Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 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.

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 Provider's operations and services performed under the Agreement. In the event of such audit, Provider agrees to provide the City with reasonable access to Provider'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 Provider an opportunity to discuss and respond to any findings before a final audit report is filed.

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 Records 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:
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 Ralph Andersen & Associates 8 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 from the U.S. postal service; or (il) sent by overnight or same day courier service at the party's respective address listed in this Section 17.
b Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or 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
Human Resources
2263 Santa Clara Ave., Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4900
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

Ralph Andersen & Associates
5800 Stanford Ranch Rd., Ste. 410
Rocklin, CA 95765
ATTENTION: Sabrina Landreth, CEO
Ph: (916) 630-4900
Email address: [email protected]
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Human Resources
2263 Santa Clara Ave., Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4900 / [email protected]

18. SAFETY:

Provider shall 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 shall apply continuously and not be limited to normal working hours. In addition, Provider shall comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local Ralph Andersen & Associates 9 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 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 requirements shall be followed. Provider's failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve it from compliance with the obligations and penalties set forth herein. b. Provider shall 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 shall promptly submit to the City a written 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 and agrees 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 also acknowledges and 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:

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Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 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 indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees 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 33, 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 covenant shall be held to vary the provisions hereof. Any modification of this Agreement shall be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

Provider acknowledges the requirements of, and agrees to comply with, 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 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 interested parties upon request; and shall post copies at the Provider's principal place of business and at the project site. Provider shall indemnify, defend (with counsel acceptable to Ralph Andersen & Associates 11 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 the City) and hold harmless the City Indemnitees from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

27. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND
PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS:
a. For purposes of Sections 27 through 29 of this Agreement, the terms "claim", "contractor", "public works project" and "subcontractor" shall have the same meanings set forth in Public Contract Code Section 9204.
b. No contractor or subcontractor may be listed on a bid proposal for a public works project, nor engage in the performance of any public work contract, unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 (with the limited exceptions for certain bids pursuant to Labor code Section 1771.1(a)). Registration instructions may be found at the following website: https://www.dir.ca.gov/Public-Works/Contractor- Registration.html
C. All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner at the following website:
https://www.dir.ca.gov/Public-Works/Certified-Payroll-Reporting.html d. Contractor is required to post all job site notices as prescribed by State law. (See 8 Cal. Code Regs, § 16451(d).)
e. In executing this Agreement, Contractor acknowledges and agrees that the work authorized by this Agreement may be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

28. REGISTRATION OF CONTRACTORS:

Before submitting bids for any work authorized by this Agreement, contractors shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California.

29. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY:

Notwithstanding anything else to the contrary stated in the Information For Bidders (IFB) or other documents associated with this Agreement, all claims, regardless of dollar amount, submitted between January 1, 2017 and January 1, 2027 related to work performed or scheduled to be performed pursuant to this Agreement shall be governed by Public Contract Code Section 9204 and this section. The following provisions and procedures shall apply:

Contractor shall submit each Claim (whether for a time extension, payment for money or damages) in writing and in compliance with Public Contract Code Section 9204.

Contractor must include reasonable documentation to support each claim. b. Upon receipt of a claim, the City shall conduct a reasonable review and respond in writing within 45 days of receipt and shall identify in a written statement what portions of the claim are disputed and undisputed. Undisputed portions of the claim shall be processed and paid Ralph Andersen & Associates 12 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The City and Contractor may mutually agree to extend the 45 day response time.

C. If the City needs approval from the City Council to provide a written statement, the 45 days may be extended to 3 days following the next duly noticed public meeting pursuant to Public Contract Code Section 9204(d)(1)(C).
d. If the City fails to timely respond to a claim or if Contractor disputes the City's response, Contractor may submit a written demand for an informal meet and confer conference with the City to settle the issues in dispute. The demand must be sent via registered or certified mail, return receipt requested. Upon receipt, the City shall schedule the conference within 30 days.
e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a written statement describing any issues remaining in dispute and that portion which is undisputed. Undisputed portions of the claim shall be processed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The issues remaining in dispute shall be submitted to non- binding mediation. If the City and Contractor mutually agree on a mediator, each party shall pay equal portions of all associated costs. If within 10 business days, the City and Contractor cannot agree on a mediator, each party shall select a mediator (paying all costs associated with their selected mediator), and those mediators shall select a qualified neutral third party to mediate the disputed issues. The City and Contractor shall pay equal portions of all associated costs of such third party mediator.
f. Unless otherwise agreed by the City and Contractor, any mediation conducted hereunder shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has commenced.
g. The City reserves all rights and remedies that it has pursuant to this Agreement, any associated plans and specifications, or at law or in equity which are not in conflict with Public Contract Code 9204.

30. 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.

31. 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.

32. SIGNATORY:

Ralph Andersen & Associates 13 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 By signing this Agreement, 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.

33. 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.

Ralph Andersen & Associates 14 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANKI
Ralph Andersen & Associates 15 Version 7-1-26
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

RALPH ANDERSEN & ASSOCIATES CITY OF ALAMEDA
a California corporation a municipal corporation
•Signed by: —Signed by:

Sabrina Landrette Gerry Beaudin
11008824664 200Д B0OF4DB
abrina Landret jerry Beaudir
CEO & CFO City Manager

RECOMMENDED FOR APPROVAL
- DocuSigned by:

Noelle White
3830E509958C48F
Voelle White
Human Resources Director
APPROVED AS TO FORM:

City Attorney
- Signed by:

Dauglas w. MeManauay
Douglas w. McManaway
Assistant City Attorney
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 Appendix A
Method of Approach/Project Approach
Approach to Executive Search
The successful search process relies heavily on person-to-person contact to identify outstanding potential candidates and, in the evaluation phase, to gain a complete understanding of the background, experience, and management style of the top candidates. The executive recruitment techniques used by Ralph Andersen & Associates have been developed and used successfully with hundreds of clients for more than 54 years.

We feel that the key elements of the full search process, which can be tailored to fit the specific needs of the City, should include:
• Extensive personal outreach, via telephone or email, to qualified candidates within California, the Western Region, and nationally.
• A marketing strategy that uses selected advertising to supplement the extensive candidate identification process using the Internet and using the firm's vast network of professional contacts.
• A screening process that narrows the field of candidates to those who most closely match the needs of the City and is based on preliminary research and video interviews with the top candidates.
• Delivering a search report that recommends the top group of candidates and provides the City with detailed information about their backgrounds and experiences. • Assistance facilitating the final interview and the selection process. • Being available, as needed, to assist with the negotiation and development of an employment agreement during the final stages of the process.

Ralph Andersen & Associates has an outstanding reputation for being thorough and professional in the approach it takes in recruitments. Each candidate's match with the position is based on the individual's own set of professional experiences, management style, education and credentials, and overall fit with the organization and executive leadership.

Commitment to Diversity
Ralph Andersen & Associates builds equity and inclusion into every stage of the search process, beginning with how we define the position itself. During our initial discussions with the City, we work to ensure the recruitment criteria and candidate profile reflect not only the technical qualifications needed, but also the City's commitment to diversity and inclusive leadership.

Additionally, where appropriate, we solicit input from a broad range of stakeholders to ensure varied perspectives shape what we look for in a successful candidate.

Ralph Andersen & Associates believes diversity is inclusive, not exclusive, and a successful search is one that offers a diverse pool of highly qualified candidates, regardless of ethnicity, gender or other personal characteristics. We mitigate bias by anchoring every search in criteria-based evaluation tools so that all candidates are assessed against the same predefined qualifications rather than subjective impressions.

Sample Recruitment Plan
We approach every search with a sense of excitement and urgency and we always "hit the ground running." This means that when the City gives us notice to proceed, we kickoff the process

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 immediately - working closely with the City representative, and others as requested, to identify the rey characteristics and professional experience desired in the candidate pool. We believe strong! n providing timely client communications and while we will deliver regular status reports at eac stage of the search, our consultants pride themselves in being highly accessible and responsive to all client requests and inquiries.

Task 1 - Review Project Management Approach
The Project Director will meet with Human Resources, designated City representative, and others as requested by the City, to discuss project management for the search. The discussion will include a review of the work plan, confirmation of timing, and communication methods.

Task 2 - Position Profile
The position profile for the designated position is the guide for the entire search process. The development of the profile includes the collection of technical information and recruitment criteria.

Technical Information
The Project Director will meet with Human Resources, designated City representative, key stakeholders, and others as necessary. The purpose of these meetings is to gain an understanding of the experience and professional background requirements desired in the designated position. These meetings will also help the search consultant gain an understanding of the work environment and issues facing the City.

Recruitment Criteria
The recruitment criteria are those personal and professional characteristics and experiences desired in the designated position. The criteria should reflect the goals and priorities of the City, including considerations that will inform the candidate's leadership and cultural competency.

Once the candidate profile has been developed and adopted, the Project Director will document the technical information and recruitment criteria in an information or recruitment brochure. The brochure will be reviewed by the City in draft form, revised as appropriate, and published for use throughout the search.

Task 3- Outreach and Recruiting
This task is among the most important of the entire search. It is the focus of the activities of the search consultant and includes specific outreach and recruiting activities briefly described below.

Outreach
An outreach process including personal contact with potential candidates will be developed. It will include the placement of ads in professional publications and Internet sites appropriate for the position being recruited. Specific Internet sites related to government will also be used as a method of extending the specific outreach in a short period of time, as well as several sources to ensure diverse candidates are targeted. This includes deliberate outreach to professional associations and networks that serve and support candidates of color and other underrepresented groups, ensuring the applicant pool reflects a broad range of backgrounds and perspectives.

Additionally, the advertisement and the full text of the position profile (the recruitment brochure) will be placed on Ralph Andersen & Associates' website, which is accessed by a large number of qualified candidates. This method of outreach to potential applicants provides a confidential source that is monitored by many key level executives on an on- going basis.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 Candidate Identification
Ralph Andersen & Associates will use their extensive contacts to focus on the recruiting effort. In making these contacts, the Project Director will target those individuals who meet the criteria established. Our extensive network includes longstanding relationships with professional organizations, which allows us to proactively identify and encourage highly qualified candidates from a variety of backgrounds to apply. Each of the candidates identified through the recruiting efforts will be sent an information brochure. Candidates will also be contacted directly to discuss the position and to solicit their interest in being considered.

Both the outreach and recruiting activities will result in applications and resumes from interested candidates. As they are received, resumes will be acknowledged and candidates will be advised of the general timing of the search process.

Task 4 - Candidate Evaluation
This task will be conducted following the application closing date. It includes the following specific activities:

Screening
All of the applications will be carefully reviewed. Those that meet the recruitment criteria and minimum qualifications will be identified and subject to a more detailed evaluation. This will also include the consideration of factors such as professional experience, and the size and complexity of the candidate's current organization.

Media/Internet Research
The research staff of Ralph Andersen & Associates, under the direction of the Project Director, will conduct media and internet research for those candidates identified as the most qualified as a result of the screening process. This level of research will be done on the most highly qualified candidates to learn more about each candidate's public profile and other related information that is available.

Verification of Education and Certificates
The research staff of Ralph Andersen & Associates, under the direction of the Project Director, will also check the education and any stated certifications that candidates may have in order to verify they are currently in good standing and to review any notations on their licenses in the form of any public complaints against the individual. These checks are conducted on the most highly qualified candidates being recommended to the City for interview and selection.

Preliminary Interviews
The Project Director will conduct preliminary interviews with the top group of candidates identified through the screening and preliminary research processes. The interviews are extensive and designed to gain additional information about the candidates' experience, management style, and "it" with the recruitment criteria.

The screening portion of the candidate evaluation process typically reduces a field of applicants to approximately five (5) to eight (8) individuals. Those individuals will be reviewed with the City prior to proceeding with the individual interviews.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 Task 5 - Search Report
After completing Task 4, the Project Director will meet with the designated City representative to review the search report on the top candidates. The report divides the candidates into four groups including 1) the top group of candidates recommended to be interviewed, and 2) a backup group to the first group; 3) a group for which no further consideration is required; and 4) a group that lacks minimum qualifications. The search report will include candidate resumes. The results of preliminary research and interviews will be provided in writing to the City. This meeting will result in a confirmed group of top candidates for the City to further consider.

Task 6 - Selection
The final selection process and the timing of the final selection will vary depending upon the desires of the City. The typical services provided by Ralph Andersen & Associates in the selection process are described briefly below. The Project Director will coordinate the selection process for the finalist group of candidates. This includes handling logistical matters with candidates and with the City.

Ralph Andersen & Associates will prepare an interview booklet that includes intormation about the position (ideal candidate); candidate resumes and reports (with interview comments, media/internet research, and other relevant information about the candidates); and suggested questions based on the recruitment criteria and candidates' experience. Copies of the interview booklet will be provided in advance of the candidate interviews.

The Project Director will coordinate the recruitment and participation of subject matter experts (SMEs) to serve on an external assessment panel, if so desired. The Project Director will attend the interviews to assist the City through the selection process. This assistance will include an initial orientation, candidate introductions, and facilitation of discussion of candidates after all interviews have been completed.

Additionally, verifications will be made on the top candidates and will include education verifications, Department of Motor Vehicle check, wants and warrants, civil and criminal litigation search, and credit check. Ralph Andersen & Associates will verify any stated certifications that candidates may have to verify they are currently in good standing and review any notations on their licenses in the form of any public complaints against the individual. The results of these verifications will be discussed with the City at the appropriate time.

Reference checks will be conducted on the top candidate. The results of these reference checks will be discussed with the City at the appropriate time.

Task 7 - Negotiation
The Project Director is available to assist the City in negotiating employment terms with the selected candidate, should the City request. This may include recommendations on setting compensation levels.

Task 8 - Close Out
After the City has reached agreement with the individual selected for the position, the search consultant will close out the search. These activities will include advising all of the finalist candidates of the status of the search.

Project Timeline
Ralph Andersen & Associates will typically complete each search within 90 days (or less) from the execution of the agreement to the presentation of finalist candidates. Negotiation with the top candidate will take an additional week or two after finalist interviews.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 A brief overview of the recruitment schedule is below.

Task Estimated Week
of Completion
Task 1 - Review Project Management Approach Week One
Task 2 - Develop Position Profile and Recruitment Brochure Week One - Week Two Task 3 - Outreach and Recruiting Week Two - Seven
Ongoing Throughout Process
Task 4 - Candidate Evaluation (typically more focused during Week Six and Week Seven)
Task 5 - Search Report Week Eight - Week Nine
Task 6 - Interviews and Selection Week Nine - Week Ten
Task 7 - Negotiation Week Ten - Week Eleven
Task 8 - Close Out Week Twelve
Statement of Availability
The Project Director and members of the Search Team have the capacity to focus on recruitments that may be awarded to Ralph Andersen & Associates and are able to meet the process's timing and milestones, as outlined above.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 Appendix B
COST
Fee Schedule
Recruitment efforts undertaken on behalf of the City of Alameda will be national in scope with a focus in California and the Western Region. The review of resumes and qualifications will be conducted on all candidates that submit, giving the City the ability to select from a broad field of qualified candidates. The fee to conduct recruitments for the City of Alameda will be a fixed fee of $24,000 to $40,000* depending on the position title and complexity of the search being undertaken.

City of Alameda
Executive- and Management-Level Positions
Position Title Fixed Fee for Professional
Services and Expenses*
Executive-Level Positions
Assistant City Manager $28,000-32,000
Department Director/Head $27,000-32,000
Assistant/Deputy Department Director $26,000-29,000
Public Safety (Police or Fire Chief)* $38,000-$40,000
Management-Level Positions
Division Managers $24,000-28,000
Program Managers $24,000-26,000
Ralph Andersen & Associates reserves the right to adjust fees on an annual basis. *Note - Expenses included in the fixed fee include such items as advertising, clerical, graphics, research, printing and binding, postage and delivery, and long-distance telephone charges. On top candidates, Internet and Lexis/Nexis searches will be conducted. Additionally, education verifications, DMV checks, wants and warrants, civil and criminal litigation search, and credit checks will be conducted on the top candidates. Reference checks will be conducted only on the top candidate.

Invoicing for Services - Ralph Andersen & Associates will bill the City of Alameda in four installments as follows:
• Upon Completion of the Brochure - 30%
• Following Closing Date - 30%
• Following Presentation of Finalist Candidates - 30%
• Upon Acceptance of Offer - 10%
Progress payments will be due upon receipt.

Brochure - A full-color electronic brochure will be developed for the position. All pictures will be the City's responsibility. The City will also be responsible for ensuring that there are no copyright restrictions on the photographs supplied to Ralph Andersen & Associates and for agreeing to pay

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 any and all related charges or fines if a copyright violation is incurred, either during the search itself or subsequently.
*Optional Services (Online Community Survey and "Listening Sessions") - For the Police Chief or Fire Chief, should the City decide to utilize an online community survey and/or community "Listening Sessions", , the additional costs will be dependent on the scope of services, as tailored to the City's specific needs.

Exclusions - The City will be responsible for all costs associated with candidate travel to and from the finalist on-site interviews.

Excluded - Any Peace Officer Certification Background or any investigative background required by the State of California for the Police Chief will be the responsibility of the City.

Standard Hourly Rate
The firm provides executive search services at a fixed comprehensive project cost, inclusive of all personnel expenses. This includes the entire project team, from the Project Consultants, Graphics, Research, and all support services. However, if additional deliverables beyond these fixed, agreed upon projects are requested for future services, the costs will be determined based on the specific tailored needs of the City. The firm's standard hourly rates range from $275/hr for President/CEO to $135/hr for standard support services.

Guarantee
Ralph Andersen & Associates offers the industry-standard guarantee on our full search services. If the Chief Litigation Counsel resigns or is dismissed for cause within one year of appointment, we will conduct another search free of all professional services charges.

If a placement is not made in the first outreach effort, the Consultant will conduct a second outreach effort with no charge for Professional Services.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

ACORD DATE (MM/DD/YYYY)

CERTIFICATE OF LIABILITY INSURANCE
09/17/2026
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 INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

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

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

PRODUCER 916-387-6800 888-250-8403 NAME Michelle Picchi Ice Insurance Agency, LLC AN EH: 916-387-6800 [AC, No): 888-250-8403 PO Box 340338 ASs: [email protected]
Sacramento, CA 95834 INSURERS) AFFORDING COVERAGE NAIC # INSURER A: Hartford Casualty Insurance Comapny 29424
INSURED 916-360-4900 INSURER B: Sentinel Insurance Company LTD 11000 Ralph Andersen & Associates INSURER C: Admiral Insurance Company 24856 5800 Stanford Ranch Rd #410 INSURER D:

INSURER E:

Rocklin, CA 95765 INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

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

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.

ADDL SUBF OLICY EX

TYPE OF INSURANCE NSD WVI POLICY NUMBER LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2000000

A CLAIMS-MADE V OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence) $ 1000000
57SBABF6SEK 11/10/2025 11/10/2026 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY s 2000000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4000000 V POLICY | LOC PRODUCTS COMPIOP AGO $ 4000000
OTHER:

A AUTOMOBILE LIABILITY 57SBABF6SEK 11/10/2025 11/10/2026 (a acciden SINGLE LIMIT $2,000,000 ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Per accident) S

AUTOS ONLY AUTOS
V HIRED NON-OWNED Per acCideN DAMAGE $

AUTOS ONLY AUTOS ONLY
UMBRELLA LIAB OCCUR 11/10/2025 11/10/2026 EACH OCCURRENCE $ 1,000,000 57SBABF6SEK
A EXCESS LIAB CLAIMS MADE AGGREGATE $
DED V RETENTION$ 10,000

WORKERS COMPENSATION V STATUTE
AND EMPLOYERS LIABILITY Y/ N 57WECAC2M9V 11/10/2025 11/10/2026 Y NIA V E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 Errors & Omissions EO000067417-01 11/10/2025 11/10/2026 2,000,000/2,000,000 $15,000.00 SIR DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Refer to attached policy language and endorsements for conveyance of any coverage related to additional insured, waiver subrogation, primary/non-contributory, cancellation notice, etc., as required by written contract.

CERTIFICATE HOLDER Phone: Fax: CANCELLATION
City of Alameda, its City Council, boards,
commissions, officials, employees, agents and volunteers SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Alameda ACCORDANCE WITH THE POLICY PROVISIONS
Human Resources
2263 Santa Clara Ave., Rm. 290 AUTHORIZED REPRESENTATIVE Alameda, CA 94501 Michelle Picchi
ATTENTION: Noelle White, Human Resources Director
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Lc
9/23/2026
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THE

HARTFORD

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional Conditions:

A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty 30) days in advance of the cancellation effective date to the certificate holders) with mailing addresses on file with the agent of record or the Company.

B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holders) with mailing If notice is mailed, proof of mailing to the last known mailing address of the certificate holders) on file with the agent of record or the Company will be sufficient proof of notice.

Any notification rights provided by this endorsement apply only to active certificate holders) who were issued a certificate of insurance applicable to this policy's term.

Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives.

Form SL 90 13 10 18 Page 1 of 1
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional Conditions:

A. If this policy is cancelled by the Company, other If notice is mailed, proof of mailing to the last known than for non-payment of premium, notice of such mal agent of re of or the Campany wis stient cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing addresses on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s) who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives.

Form SS 12 23 06 11 Page 1 of 1
© 2011, The Hartford
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.

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

Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions.

A. COVERAGES (a) The "bodily injury" or "property
damage" is caused by an

1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";

AND ADVERTISING INJURY)
(b) The "bodily injury" or "property
Insuring Agreement
damage" occurs during the policy
a. We will pay those sums that the insured period; and
becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of listed under Paragraph 1. of Section "property damage" or "personal and
C. - Who Is An Insured and no
advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then
any
We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period.

Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. - Who Is An Insured or any "employee" Extension - Supplementary Payments. authorized by you to give or receive notice of an "occurrence" or claim:
b. This insurance applies:
(1) Reports all, or any part, of the "bodily
(1) To "bodily injury" and "property injury" or "property damage" to us or damage" only if:
any other insurer;
Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay 3) Becomes aware by any other means that reasonable expenses for:
"bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident;
d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral
e. Incidental Medical Malpractice services.
(1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend:
be deemed to be caused by an
"occurrence", but only if: (1) All expenses we incur.
(a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability Coverage for "bodily injury" applies. We
(b) You are not engaged in the
do not have to furnish these bonds.
business or occupation of providing
such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond
(2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical
insurance. We do not have to furnish
malpractice, any act or omission
these bonds.
together with all related acts or
omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or "suit", including actual loss of earnings

2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work.
a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit".
accident: (6) Prejudgment interest awarded against
(1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not
pay any prejudgment interest based on
(3) Because of your operations;
that period of time after the offer.
provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by
physicians of our choice as often as we
reasonably require.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. - that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will not reduce the Limits of Insurance.
(3) The obligation to defend, or the cost of
the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as Supplementary Payments ends when:
(4) The allegations in the "suit" and the
information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in
(5) The indemnitee and the insured ask Paragraph (6) above, are no longer met. us to conduct and control the defense B. EXCLUSIONS
of that indemnitee against such "suit"

1. Applicable To Business Liability Coverage
and agree that we can assign the
same counsel to defend the insured This insurance does not apply to:
and the indemnitee; and a. Expected Or Intended Injury
(6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the standpoint of the insured. This
(i) Cooperate with us in the
investigation, exclusion does not apply to "bodily
settlement or
defense of the "suit"; injury" or "property damage" resulting from the use of reasonable force to
(ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with
direction of or with the consent or
the "suit"; acquiescence of the insured with the
(iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury".
indemnitee; and b. Contractual Liability
(iv) Cooperate with us with (1) "Bodily injury" or "property damage"; or respect to coordinating other
applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of:
"suit": and (a) "Bodily injury", "property damage" or
(ii) Conduct and control the "personal and advertising injury" that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or
agreement; or
Form SS 00 08 04 05 Page 3 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury, or sister of that "employee" as a "property damage" occurs consequence of (1) above.
subsequent to the execution of the
This exclusion applies:
contract or agreement. Solely for
the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and
litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured
(i) Liability to such party for, or for contract".
the cost of, that party's defense f. Pollution
has also been assumed in the
same "insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury"
(ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants":
resolution proceeding in which
damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or
c. Liquor Liability rented or loaned to any insured.
"Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to:
reason of: (i) "Bodily injury" if sustained within
(1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, or equipment that is used to
(3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests;
This exclusion applies only if you are in the (i) "Bodily injury" or "property business of manufacturing, distributing,
damage" for which you may be
selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or
d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your
Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that
e. Employer's Liability premises, site or location and
"Bodily injury" to: such premises, site or location
is not and never was owned or
(1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or
"hostile fire"; subcontractor;
(b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment apors from materials brougt of waste; nto that building in connectio
(c) Which are or were at any time with operations being performed stored, by you or on your behalf by a
transported, handled,
treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (ili) "Bodily injury" or "property
(i) Any insured; or damage" arising out of hea
smoke or fumes fror
(ii) Any person or organization for
whom you may be legally
responsible; (e) At or from any premises, site or
location on which any insured or any
(d) At or from any premises, site or subcontractors
contractors or
location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to insured's behalf
test for, monitor, clean up, remove,
performing operations if the
contain, treat, detoxify or neutralize,
"pollutants" are brought on or to
or in any way respond to, or assess
the premises, site or location in the effects of, "pollutants". connection with such operations
by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any:
subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, hydraulic "pollutants"; or
electrical, Or
mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts,
if such fuels, lubricants or other coman, lean dragon i. operating fluids escape from a
vehicle part designed to hold,
store or receive them. This
exception does not apply if the
"bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of would have in the absence of such
lubricants or other operating request, demand, order or statutory or fluids, co rains
regulatory requirement, or such claim
lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with
the intent that they be
discharged, dispersed
Form SS 00 08 04 05 Page 5 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a prearranged racing, speed or
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity.
or loaned to any insured. Use includes i. War
operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of:
other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others
by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against anactual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution,
This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or
(1) A watercraft while ashore on premises defending against any of these. you own or rent;
j. Professional Services
(2) A watercraft you do not own that is:
"Bodily injury", "property damage" or
(a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes
but is not limited to:
(3) Parking an "auto" on, or on the ways
next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services;
rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications;
(5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment; or instruction;
(6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming;
contingent or on any other basis.
(7) Optical or hearing aid services
h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar
(1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or
rented or loaned to any insured; or

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting, demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To
Premises Rented To You as described in
(a) Body piercing (not including ear Section D. - Limits Of Insurance. piercing);
Paragraph (2) of this exclusion does not
(b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and
rental by you.
(c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and
Paragraphs (3), (4), (5) and (6) of this
(11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design.

Paragraphs (3) and (4) of this exclusion do
Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site.

Paragraph 1.e. in Section A. - Coverages.

Paragraph (6) of this exclusion does not
k. Damage To Property apply to "property damage" included in the "Property damage" to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement,
restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or Property Not Physically Injured
(4) Personal property in the care, custody
or control of the insured; "Property damage" to "impaired property" or property that has not been physically
(5) That particular part of real property on injured, arising out of:
which you or any contractors or
subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or "your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms.
incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

Form SS 00 08 04 05 Page 7 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by
Damages claimed for any loss, cost or an insured whose business is:
expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or
(1) "Your product"; (c) An Internet search,
access,
(2) "Your work"; or content or service provider.
(3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. - because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions.
condition in it.

For the purposes of this exclusion,
p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your website, by itself, is not considered the business
(1) Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with
knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured took place before the exercises control;
publication
beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead
(4) Arising out of any breach of contract, another's potential customers; except an implied contract to use
another's "advertising idea" in your (11) Arising out of the violation of a person's right of privacy created by
"advertisement";
any state or federal act.
(5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with
apply to liability for damages that the
any statement of quality or
insured would have in the absence of
performance made in your
"advertisement"; such state or federal act;
(12) Arising out of:
(6) Arising out of the wrong description of
the price of goods, products or services; (a) An "advertisement" for others on your web site;
(7) Arising out of any violation of any
intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes
However, this exclusion does not information, code, sounds, text, in your graphics or images; or
apply to infringement,
"advertisement", of (d) Computer code, software or
(a) Copyright; programming used to enable:
(b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site;

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit
(14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities: or persons or property which would
not have occurred in whole or in
(15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the
(b) Arise out of any request, demand,
direction of any "executive officer",
director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or
others test for, monitor, clean up,
q. Electronic Data remove, encapsulate, contain,
Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating,
detoxifying or neutralizing or in any
(1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other
(c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information
coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate:
(2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of • person as Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the
(2) The CAN-SPAM Act of 2003, including
person at whom any of the
employment-related any amendment of or addition to such practices
law; or
described in Paragraphs (a), (b), or (c)
above is directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act
This exclusion applies: of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity: distribution of material or information. and Damage To Premises Rented To You -
(2) To any obligation to share damages Exception For Damage By Fire, Lightning vith or repay someone else who mus or Explosion
ay damages because of the iniur
Exclusions c. through h. and k. through o. do
s. Asbestos not apply to damage by fire, lightning or
(1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance applies to this coverage as described in
(2) Any damages, judgments, settlements, Section D. - Liability And Medical Expenses loss, costs or expenses that:

Limits Of Insurance.

Form SS 00 08 04 05 Page 9 of 24
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BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees.
a. Any Insured
To any insured, except "volunteer workers". 2. Each of the following is also an insured:
b. Hired Person a. Employees And Volunteer Workers
To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of your business, or your "employees", other
c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company, but only for acts Laws within the scope of their employment by
To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for:
or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury":

To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability
f. Products-Completed Operations Hazard company, or to a co-"employee" while in the course of his or her
Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your
g. Business Liability Exclusions business, or to your other "volunteer workers" while
Excluded under Business Liability Coverage.
performing duties related to the
C. WHO IS AN INSURED conduct of your business;

1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above;
b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury described in Paragraphs (1)(a) or
c. A limited liability company, you are an (b) above; or insured. Your members are also insureds,
but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of
d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services.

Your stockholders are also insureds, but only (2) "Property damage" to property:
with respect to their liability as stockholders.
(a) Owned, occupied or used by,

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to:
control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or
"employees", "volunteer workers",
any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company. organization.
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such Temporary Custodians Your equipment along a public highway with your C.

Property permission. Any other person or organization
responsible for the conduct of such person is
Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to:
been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of
The insurance afforded herein for any
such person is also an insured, but only with
subsidiary not shown in the Declarations
respect to liability arising out of the operation
as a named insured does not applv to
of the watercraft, and only if no other
injury or damage with respect to which an
insurance of any kind is available to that
insured under this insurance is also an
insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to:
limits of insurance. a. "Bodily injury" to a co-"employee" of the

3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit
a. Coverage under this provision is afforded The person(s) or organizations) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products;
insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed
at the vendor's premises in
However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an
additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. - Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property
damage" arising out of the sole
Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to:
business and only if this Coverage Part
provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products-completed operations hazard". (il) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual
course of business,
This insurance does not apply to:
connection with the distribution
(a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, or any ingredient, part or container,
entering into, accompanying or
liability for damages that the containing such products. vendor would have in the absence
b. Lessors Of Equipment
(b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily injury", "property damage" or
in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your
except when laintenance, operation or use i
unpacked solely for the purpose of quipment leased to you by suc nspection, demonstration, testing
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions
insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to:
of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising
(2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or
(a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party
(b) Structural alterations, new (1) Any other person or organization who construction Or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and
d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf:
and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or
(a) In connection with your premises; (c) In connection with "your work" and or included within the "products-
(b) In the performance of your completed operations hazard", but ongoing operations performed by only if
you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (il) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, to these additional insureds, this failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury' change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including:
activities.

Form SS 00 08 04 05 Page 13 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion.
(b) Supervisory, inspection, 3. Each Occurrence Limit
architectural or engineering
Subject to 2.a. or 2.b above, whichever
activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. - Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. - Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations.

1. The Most We Will Pay

5. Damage To Premises Rented To You Limit
The Limits of Insurance shown in the
Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of
a. Insureds; "property damage" to any one premises, while b. Claims made or "suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of the owner.

2. Aggregate Limits
In the case of damage by fire, lightning or
The most we will pay for:
explosion, the Damage to Premises Rented To
a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is lamage results from fire, lightning or explosior the Products-Completed Operations or any combination of these.

Aggregate Limit shown in the

6. How Limits Apply To Additional Insureds
Declarations.
b. Damages because of all other "bodily The most we will pay on behalf of a person or organization who is an additional insured
injury", "property damage" or "personal
and advertising injury", including medical under this Coverage Part is the lesser of:
expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or
owned by or rented to you. b. The Limits of Insurance shown in the Declarations.
"Location" means premises involving the
same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses
(3) Cooperate with us in the investigation,
limit set forth in Paragraph 3. above.
settlement of the claim or defense
The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to
(4) Assist us, upon our request, in the
any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended
liable to the insured because of injury
after issuance for an additional period of less than 12 or damage to which this insurance
months. In that case, the additional period will be
may also apply.
deemed part of the last preceding period for purposes
of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own
E. LIABILITY AND MEDICAL EXPENSES
cost, voluntarily make a payment, assume
GENERAL CONDITIONS any obligation, or incur any expense, other

1. Bankruptcy than for first aid, without our consent.

Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered

2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured must submit such claim or "suit" to the
a. Notice Of Occurrence Or Offense
other insurer for defense and indemnity.

You or any additional insured must see to
it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or permit that this insurance is primary and
the extent possible, notice should include:
non-contributory with the additional
(1) How, when and where the "occurrence" insured's own insurance. or offense took place;
f. Knowledge Of An Occurrence, Offense,
(2) The names and addresses of any Claim Or Suit
injured persons and witnesses; and
Paragraphs a. and b. apply to you or to
(3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. knownto:
b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual;
against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership;
(1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and
(4) Any "executive officer" or insurance
(2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political
You and any other involved insured must: subdivision or public entity.

Form SS 00 08 04 05 Page 15 of 24
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BUSINESS LIABILITY COVERAGE FORM
This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations.

3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards
financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law.

If other valid and collectible insurance is
b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows:
underinsured motorists, no-fault or other
a. Primary Insurance
coverage required by any motor vehicle
law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also

4. Legal Action Against Us primary, we will share with all that other insurance by the method described in c.

No person or organization has a right under
below.
this Coverage Form:
b. Excess Insurance
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess,
b. To sue us on this Coverage Form unless contingent or on any other basis:
all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage,
A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of
this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability

5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you with permission of the owner;
insurance applies:
a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to
b. Separately to each insured against whom the extent not subject to Exclusion g, of a claim is made or "suit" is brought.

Section A. - Coverages.

6. Representations
(5) Property Damage To Borrowed
a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. - representations you made to us; and Coverages.

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An When this insurance is excess over other Additional Insured Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
That is other insurance available to exceeds the sum of:
you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance.
(7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not
That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the
However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow this method also. Under this approach,
(a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers.
(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is
Supplementary Payments, we have made
primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not
Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation)
additional insured.

If the insured has waived any rights of
When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is
amended to include as an additional insured
If listed or shown as applicable in the Declarations,
one or more of the following Optional Additional the person(s) or organization(s) shown in the Declarations as an Additional Insured -
Insured Coverages also apply. When any of these
Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured - Lessor of Leased Equipment,

1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal
WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment.
a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been
Leased
b. In connection with your premises owned
by or rented to you. a. WHO IS AN INSURED under Section C. is amended to include as an additional

2. Additional Insured - Managers Or Lessors
Of Premises insured the person(s) or organization(s)
shown in the Declarations as an Additional
a. WHO IS AN INSURED under Section C. is Insured - Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of
the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following
additional exclusions apply:
b. With respect to the insurance afforded to
these additional insureds, the following This insurance does not apply to:
additional exclusions apply: (1) Any "occurrence" that takes place after you cease to lease that land; or
This insurance does not apply to:
(1) Any "occurrence" which takes place (2) Structural new after you cease to be a tenant in that construction or demolition operations performed by or on behalf of such
premises; or person or organization.
(2) Structural alterations, new
construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision - Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
Insured - State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed
(1) "Bodily injury", "property damage" or at the vendor's premises in "personal advertising connection with the sale of the
arising out of operations performed for product;
the state or municipality; or
(2) "Bodily injury" or "property damage" (g) Products which, after distribution or sale by you, have been labeled
included in the "product-completed or relabeled or used as a operations" hazard.
ontainer, part or ingredient of ar

7. Additional Insured - Vendors her thing or substance by or f a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organizations) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to:
sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or
"property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to
b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products.
obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such rably lur damages that to products, or any ingredient, part or container, entering into,
vendor would have in the absence accompanying or containing such of the contract or agreement; products.
(b) Any express warranty 8. Additional Insured - Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor: Declarations as an Additional Insured -
(d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of:
testing, or the a. Their financial control of you; or
of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original
container;
Form SS 00 08 04 05 Page 19 of 24
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BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. - Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance

9. Additional Insured - Owners, Lessees Or is available to an additional insured is described in Contractors - Scheduled Person the Other Insurance Condition in Section E. - Organization Liability And Medical Expenses General
a. WHO IS AN INSURED under Section C. is Conditions.
amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS
shown in the Declarations as an Additional
Insured - Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through:
in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf:
(3) Billboard;
(1) In the performance of your ongoing (4) Magazine;
operations for additional
insureds); or (5) Newspaper;
(2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides C. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include:
"products-completed operations
a. The design, printed material, information
hazard".
or images contained in, on or upon the
b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or
does not apply to "bodily injury", "property
damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include

10. Additional Insured - Co-Owner Of Insured "mobile equipment".

Premises 5. "Bodily injury" means physical:

WHO IS AN INSURED under Section C. is a. Injury;
amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured - Co-
Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means:

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by:
b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or
places included in a. above;
b. Your fulfilling the terms of the contract or
c. All other parts of the world if the injury or agreement. damage arises out of:

12. "Insured contract" means:
(1) Goods or products made or sold by you
in the territory described in a. above; a. A contract for a lease of premises.

However, that portion of the contract for a
(2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a
person or organization for damage by fire,
above, but is away for a short time on
lightning or explosion to premises while
your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. - Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the
agreement in connection with construction
substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad;

7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in
a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property damage" to a third person or organization,

8. "Employee" includes a "leased worker".
"Employee" does not include a "temporary provided the "bodily injury" or "property damage" is caused, in whole or in part, by
worker'.
you or by those acting on your behalf.

9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document.

Paragraph f. includes that part of any

10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or

11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement:

Form SS 00 08 04 05 Page 21 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
(1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers;
drawings, opinions, reports, e. Vehicles not described in a., b., C., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types:
or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or including spraying,
damage; or senerators beline welding,
cleaning,
(2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or well servicing equipment; or
assumes liability for an injury or
(2) Cherry pickers and similar devices
damage arising out of the insured's used to raise or lower workers; rendering or failure to render
professional services, including those f. Vehicles not described in a., b., C., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, other than the transportation of persons or architectural
engineering activities. cargo.

13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached equipment are not "mobile equipment" but
agreement between you and the labor leasing will be considered "autos":
firm, to perform duties related to the conduct of
your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed

14. "Loading or unloading" means the handling of primarily for:
property: (a) Snow removal;
a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto"; (c) Street cleaning;
b. While it is in or on an aircraft, watercraft or 2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck
c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and
but "loading or unloading" does not include the generators, including spraying movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting an attached to the aircraft, watercraft or "auto". well servicing equipment

15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses:
b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on
which are permanently mounted:

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of:
privacy; (1) The transportation of property, unless
f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of "advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement; or insured; or
h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials.

18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means:
thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the

19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or "your work" except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property.
(2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. "Suit" includes:
(a) When all of the work called for in
your contract has been completed. a. An arbitration proceeding in which such damages are claimed and to which the
(b) When all of the work to be done at
the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or
more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent.
organization other than another 22. "Temporary worker" means a person who is or furnished to you to substitute for a permanent
working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions.

23. "Volunteer worker" means a person who:
a. Is not your "employee";
Form SS 00 08 04 05 Page 23 of 24
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3

BUSINESS LIABILITY COVERAGE FORM
b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work":

24. "Your product": a. Means:
a. Means: (1) Work or operations performed by you
(1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations.
(b) Others trading under your name; b. Includes:
(1) Warranties or representations made at
(c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and
2) Containers other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such
goods or products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and

Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDMENT - DEFINITION OF INSURED CONTRACT
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Paragraph f. of the definition of "insured contract" in the Liability And Medical Expenses Definitions Section is replaced by the following:
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing.

However, Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
(2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities.

Form SS 41 63 06 11 Page 1 of 1
© 2011, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
We waive any right of recovery we may have against:

Any person or organization shown in the Declarations, or

2. Any person or organization with whom you have a contract that requires such waiver.

Form SS 12 15 03 00 Page 1 of 1
© 2000, The Hartford
Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

HARTFORD

BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.

A. The following is added to Section C. WHO IS AN INSURED:

Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state o governmental agency or subdivision or political subdivision that such person or organization be added as ar additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.

A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.

However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.

The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.

The insurance afforded to such additional insured only applies to the extent permitted by law.

The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organizations) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor 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 that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THE

HARTFORD
(g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment
(1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury". "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises
(1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; ОГ
(b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In connection with your premises;
(b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard"
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THE

HARTFORD
damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service.
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party
(1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(il) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional Form SL 30 32 06 21 Page 3 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEC AC2M9V Endorsement Number:

Effective Date: 11/10/25 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: RALPH ANDERSEN & ASSOCIATES
5800 STANFORD RANCH RD STE 410
ROCKLIN CA 95765
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

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

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 10/01/25 Policy Expiration Date: 11/10/26 Docusign Envelope ID: 782D43D5-CB65-8945-8056-1C4119A945D3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 57 WEC AC2M9V Endorsement Number:

Effective hour is the same as stated on the Information Page of the policy Named Insured and Address: RALPH ANDERSEN & ASSOCIATES
SO STA RANCH ROSTE 410
This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions: mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
A. If this policy is cancelled by the Company, other than proof of notice. for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days Any notification rights provided by this endorsement in advance of the cancellation effective date to the apply only to active certificate holder(s) who were issuec certificate holder(s) with mailing addresses on file a certificate of insurance applicable to this policy's term with the agent of record or the Company. Failure to provide such notice to the certificate holder(s) B. If this policy is cancelled by the Company for will not amend or extend the date the cancellation non-payment of premium, or by the insured, notice becomes effective, nor will it negate cancellation of the of such cancellation will be provided within ten (10) policy. Failure to send notice shall impose no liability of days of the cancellation effective date to the any kind upon the Company or its agents or certificate holder(s) with mailing addresses on file representatives. with the agent of record or the Company.

Form WC 99 03 94 Printed in U.S.A
Process Date: 10/01/25 Policy Expiration Date: 11/10/26 © 2011, The Hartford