Cities Index.
Consent to Assignment - Hadronex, Inc. dba SmartCover Systems to Badger Meter, Inc.

Redondo Beach City Council
April 14, 2026

Document
Consent to Assignment - Hadronex, Inc. dba SmartCover Systems to Badger Meter, Inc.
Meeting
April 14, 2026
Body
Redondo Beach City Council
Pages
4
Original file
1.1 MB
Text extracted from the city's file for reading and search. Open the original on redondo.legistar1.com. That file is the official record.

1 CONSENT TO ASSIGNMENT OF THE AGREEMENT

FOR PROJECT SERVICES BETWEEN THE CITY OF REDONDO BEACH
AND HADRONEX, INC. DBA SMARTCOVER SYSTEMS
TO BADGER METER, INC.

THIS CONSENT TO ASSIGNMENT (this “Consent”) is made and entered into by the City of Redondo Beach, a chartered municipal corporation (“City”), Hadronex, Inc., a Delaware corporation dba SmartCover Systems (“Assignor”), and Badger Meter, Inc., a Wisconsin corporation (“Assignee”). City, Assignor, and Assignee are sometimes referred to individually as “Party” and collectively as the “Parties”.

RECITALS
A. WHEREAS, on November 5, 2024, City and Assignor entered into that certain Agreement for Project Services (the “Agreement”).

B. WHEREAS, Assignor represents that it is undertaking a corporate consolidation transaction pursuant to which Assignor will merge into Assignee as the surviving entity effective January 1, 2026 (the “Transaction”).

C. WHEREAS, Assignor has requested the City’s consent to the assignment of the Agreement to Assignee in connection with the Transaction, and Assignee has requested to assume Assignor’s obligations under the Agreement.

D. WHEREAS, as a result of such merger, Assignee succeeds to all of Assignor’s rights, title, interests, duties, and obligations under the Agreement by operation of law;
E. WHEREAS, Section 19 of the Agreement requires the City’s prior written consent to any assignment of the Agreement;
F. WHEREAS, City is willing to grant consent to the assignment only on the terms and conditions set forth in this Consent.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the Parties hereby agree as follows:

1. Consent to Assignment: City consents to the assignment of the Agreement from Assignor to Assignee; provided, however, that this Consent shall not impose any additional obligations on the City or otherwise affect any of the rights of the City under the Agreement.

2. No Additional City Obligations; Reservation of Rights: For avoidance of doubt, this Consent:
a. does not impose any additional obligations on City,
b. does not waive any right, remedy, defense, or claim City has or may have under the Agreement or at law, and
2 c. does not amend the Agreement except solely to the extent necessary to recognize Assignee as the “Contractor”.

3. Assignment and Delegation: Under this Consent, Assignor hereby grants, conveys, transfers, assigns, and sets over its entire rights and delegates its entire obligations under the Agreement, including without limitation, all rights, duties, and obligations arising therefrom or relating thereto.

4. Assumption by Assignee: Assignee hereby accepts the assignment and assumes and agrees to perform and discharge all duties, obligations, and liabilities of Assignor under the Agreement, including, without limitation, any duties, obligations, or liabilities that accrued or arose prior to, on, or after January 1, 2026, to the same extent as if Assignee were the original “Contractor” under the Agreement.

5. No Novation; No Release of Assignor: Nothing in this Consent shall be construed as a novation or as a release of Assignor from any duty, obligation, or liability under the Agreement that accrued or arose prior to January 1, 2026.

Assignor shall remain responsible for any such obligations unless and until they are fully performed and satisfied by Assignee; provided, however, that City may, in its sole discretion, look to Assignee for performance as the successor Contractor.

6. No Consent to Subcontracting or Further Assignment: Except for the assignment expressly consented to herein, nothing in this Consent shall be deemed or construed as City consent to any subcontracting, delegation, or further assignment of the Agreement. City’s rights under Section 19 and all other provisions of the Agreement are expressly reserved.

7. Remittance of Payments and Notice: City will remit payments relating to Assignor’s services and/or products covered under the Agreement to Assignee at the address outlined in the Notices section.

8. Notices: Written notices required under the Agreement, including those pertaining to this Consent, shall be delivered by registered or certified mail, postage prepaid, email, or personally or personally served, and addressed to the following parties.

City: City of Redondo Beach
Public Works Department
531 N Gertruda Ave
Redondo Beach, CA 90277
Attention: Andrea Delap
Email: [email protected]
Assignee: Badger Meter, Inc.
4545 W. Brown Deer Rd
PO Box 245036
Milwaukee, WI 53224
3 Attention: David Miller
Email: [email protected]
All notices, including notices of address changes, provided under this Consent are deemed received as follows: (1) on the second business day after emailing, provided that no “bounce-back” or similar message indicating non-delivery is received; (2) on the third day after mailing if sent by registered or certified mail; or (3) upon personal delivery. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party in accordance with this section.

9. Continuing Terms: Except as otherwise set forth herein, the terms and conditions of the Agreement shall remain in full force and effect between the parties.

10. Authority to Execute: Each person executing this Consent represents and warrants that they have full authority to execute this Consent on behalf of the entity for whom they are acting herein. Each Party executing on behalf of Assignor and Assignee further represent they have authority to bind their respective entities to the assignment and assumption described herein. In the event the Party for Assignor or Assignee is not duly authorized to enter into and execute this Consent, the Party shall be personally liable to City.

11. Severability: Should any provision of this Consent be found invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

12. Amendment: This Consent may be modified or amended only by a subsequent writing executed by all of the parties.

13. Governing Law: This Consent shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law.

14. Venue: In the event of any dispute arising hereunder, venue for any action shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

15. Attorney’s Fees: In the event of any dispute arising out of this Consent, the prevailing party shall be entitled to its reasonable attorney’s fees and costs, including expert witness fees.

SIGNATURES FOLLOW ON NEXT PAGE
4 IN WITNESS WHEREOF, the parties have executed this Consent in Redondo Beach, California, as of this 14th day of April, 2026.

CITY OF REDONDO BEACH,
a chartered municipal corporation
___________________________
James A. Light, Mayor

ASSIGNOR ASSIGNEE
HADRONEX, INC., BADGER METER, INC.,
a Delaware corporation dba SmartCover Systems a Wisconsin corporation By: _____________________ By: ______________________
Name: ______________________ Name: ______________________ Title: ______________________ Title: ______________________ ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
___________________________
Joy A. Ford, City Attorney
Bill Bergum
3/31/2026 | 9:24 AM PDT
VP - General Counsel
Kim Stoll
3/31/2026 | 11:26 AM PDT
Vice President - Sales & Marketing

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

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

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

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

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

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

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

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

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

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

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

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

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

AUTOS ONLY
3/19/2026
Brown & Brown Insurance Services, Inc.

Dba Brown & Brown Retail Insurance Services
1200 N. Mayfair Road, Suite 100
Milwaukee, WI 53226
414-443-0000
www.bbrown.com
Kristine Olson
Brown & Brown Retail Insurance Services
[email protected]
Badger Meter, Inc.
4545 West Brown Deer Road
Milwaukee WI 53223
89784657
✓ ✓
✓ ✓
✓
the General Liability and Auto Liability on a primary and non-contributory basis where required by written contract. A Waiver of City of Redondo Beach
415 Diamond Street
Redondo Beach CA 90276
The City of Redondo Beach, its officers, elected and appointed officials, employees, and volunteers are included as an additional insured on Subrogation applies to the General Liability, Auto Liability, and Workers' Compensation where required by written contract.

A Y660 268J2023-PHX-26 1/1/2026 1/1/2027 1,000,000
300,000
✓
10,000
✓
1,000,000
4,000,000
✓ 2,000,000
B BA 2L694073-26 1/1/2026 1/1/2027 1,000,000
✓
✓ ✓
B ✓ ✓ CUP A7629887-26 1/1/2026 1/1/2027 5,000,000
5,000,000
✓ 10,000
C UH WCP 100074452 04 1/1/2026 1/1/2027 ✓
1,000,000 N
1,000,000
1,000,000
D Cyber/Tech E&O (Prof Liab) 730000051-0001 1/1/2026 1/1/2027 Limit: 5,000,000 Phoenix Insurance Company 25623
Travelers Property Casualty Co of Amer 25674
Accident Fund Ins Co of America 10166
Homeland Insurance Company of New York 34452
89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 1 of 11 This certificate cancels and supersedes ALL previously issued certificates.

Policy #BA 2L694073 26
1/1/2026 - 1/1/2027
89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 2 of 11 This certificate cancels and supersedes ALL previously issued certificates.

COMMERCIAL AUTO
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
CA T3 53 02 15
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
© 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS
F. HIRED AUTO – LIMITED WORLDWIDE COVERAGE – INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE – GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which
H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF
USE – INCREASED LIMIT
I. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
in Section II. C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE:

An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in an "employee's"
name, with your permission, while performing
duties related to the conduct of your business.

2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSINESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
BA 2L694073-26
01/01/2026 - 01/01/2027
89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 3 of 11 This certificate cancels and supersedes ALL previously issued certificates.

COMMERCIAL AUTO

Page 2 of 4 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission. permission, while performing duties
related to the conduct of your business.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:

Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABILITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish
these bonds.

2. The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABILITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day because of time off from work.

F. HIRED AUTO – LIMITED WORLDWIDE COVERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Paragraph B.7., Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDITIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Covered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow
without a driver for a period of 30 days or less
and that is not an "auto" you lease, hire, rent
or borrow from any of your "employees",
partners (if you are a partnership), members
(if you are a limited liability company) or
members of their households.
(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all proceedings and actions.
(ii) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(iv) We will reimburse the "insured" for
sums that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limits Of Insurance, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE.
(v) We will reimburse the "insured" for
the reasonable expenses incurred
with our consent for your investigation of such claims and your defense of the "insured" against any such
"suit", but only up to and included
within the limit described in Paragraph C., Limits Of Insurance, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE, and not in
addition to such limit. Our duty to
make such payments ends when we
have used up the applicable limit of
insurance in payments for damages,
settlements or defense expenses.
(b) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess,
contingent or on any other basis.
(c) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its territories and possessions, Puerto Rico and Canada.
89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 4 of 11 This certificate cancels and supersedes ALL previously issued certificates.

COMMERCIAL AUTO
CA T3 53 02 15 Page 3 of 4
Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2015 The Travelers Indemnity Company. All rights reserved.

You agree to maintain all required or
compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories
and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE – GLASS
The following is added to Paragraph D., Deductible, of SECTION III – PHYSICAL DAMAGE COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF
USE – INCREASED LIMIT
The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION III – PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVERAGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type.

J. PERSONAL PROPERTY
The following is added to Paragraph A.4., Coverage Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:

Personal Property
We will pay up to $400 for "loss" to wearing apparel and other personal property which is:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3., Exclusions, of SECTION III – PHYSICAL DAMAGE COVERAGE:

Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that inflate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated.

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV – BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability company); (d) An executive officer, director or insurance
manager (if you are a corporation or other organization); or (e) Any "employee" authorized by you to give notice of the "accident" or "loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDITIONS :

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 5 of 11 This certificate cancels and supersedes ALL previously issued certificates.

COMMERCIAL AUTO

Page 4 of 4 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission. such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2., Concealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS:

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal.
89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 6 of 11 This certificate cancels and supersedes ALL previously issued certificates.

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR TECHNOLOGY
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. Non-Owned Watercraft – 75 Feet Long Or Less I. Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers B. Who Is An Insured – Unnamed Subsidiaries C. Who Is An Insured – Employees – Supervisory J. Blanket Additional Insured – Governmental Positions Entities – Permits Or Authorizations Relating To Premises D. Who Is An Insured – Newly Acquired Or Formed Limited Liability Companies K. Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating To E. Who Is An Insured – Liability For Conduct Of Operations Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured – Persons Or L. Medical Payments – Increased Limit Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation Required By Written Contract Or Agreement N. Contractual Liability – Railroads G. Blanket Additional Insured – Broad Form Vendors O. Damage To Premises Rented To You H. Blanket Additional Insured – Controlling Interest

PROVISIONS
A. NON-OWNED WATERCRAFT – 75 FEET LONG is responsible for the use of a watercraft OR LESS that you do not own that is:
(1) 75 feet long or less; and 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I – property for a charge.

COVERAGES – COVERAGE A – BODILY B. WHO IS AN INSURED – UNNAMED

INJURY AND PROPERTY DAMAGE SUBSIDIARIES
LIABILITY:

The following is added to SECTION II – WHO IS
(2) A watercraft you do not own that is: AN INSURED:
(a) 75 feet long or less; and Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named
(b) Not being used to carry any person or
Insured in the Declarations is a Named Insured if: property for a charge; a. You are the sole owner of, or maintain an

2. The following replaces Paragraph 2.e. of ownership interest of more than 50% in, such SECTION II – WHO IS AN INSURED: subsidiary on the first day of the policy period; and e. Any person or organization that, with your
express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance.

CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Do not attach this form to a policy. It is for informational use only.

Y660 268J2023-PHX-26
01/01/2026 - 01/01/2027
89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 7 of 11 This certificate cancels and supersedes ALL previously issued certificates. Text

COMMERCIAL GENERAL LIABILITY
No such subsidiary is an insured for "bodily injury" organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it; and advertising injury" caused by an offense b. Coverage A does not apply to "bodily committed: injury" or "property damage" that occurred
a. Before you maintained an ownership interest before you acquired or formed the of more than 50% in such subsidiary; or organization; and b. After the date, if any, during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50% in such subsidiary. offense committed before you acquired or formed the organization. For purposes of Paragraph 1. of Section II – Who Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section II deemed to be designated in the Declarations as: – Who Is An Insured, each such organization will be deemed to be designated in the a. A limited liability company; Declarations as:
b. An organization other than a partnership, joint a. A limited liability company; venture or limited liability company; or b. An organization, other than a partnership, c. A trust; joint venture or limited liability company;
as indicated in its name or the documents that or
govern its structure. c. A trust;
C. WHO IS AN INSURED – EMPLOYEES – as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure.

The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED – LIABILITY FOR SECTION II – WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIPS OR Paragraphs (1)(a), (b) and (c) above do not apply JOINT VENTURES to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of course of the co-"employee's" employment by you SECTION II – WHO IS AN INSURED:
arising out of work by any of your "employees" No person or organization is an insured with who hold a supervisory position. respect to the conduct of any current or past D. WHO IS AN INSURED – NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FORMED LIMITED LIABILITY COMPANIES Named Insured in the Declarations. This paragraph does not apply to any such partnership The following replaces Paragraph 3. of SECTION or joint venture that otherwise qualifies as an
II – WHO IS AN INSURED:
insured under Section II – Who Is An Insured.

3. Any organization you newly acquire or form, F. BLANKET ADDITIONAL INSURED – PERSONS other than a partnership or joint venture, and OR ORGANIZATIONS FOR YOUR ONGOING of which you are the sole owner or in which OPERATIONS AS REQUIRED BY WRITTEN you maintain an ownership interest of more CONTRACT OR AGREEMENT than 50%, will qualify as a Named Insured if
there is no other similar insurance available to The following is added to SECTION II – WHO IS AN INSURED: that organization. However:
a. Coverage under this provision is afforded Any person or organization that is not otherwise only: an insured under this Coverage Part and that you
have agreed in a written contract or agreement to
(1) Until the 180th day after you acquire
include as an additional insured on this Coverage
or form the organization or the end of Part is an insured, but only with respect to liability the policy period, whichever is earlier, for "bodily injury" or "property damage" that:
if you do not report such organization
a. Occurs subsequent to the signing of that in writing to us within 180 days after you acquire or form it; or contract or agreement; and
(2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such

Page 2 of 5 ends

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

Do not attach this form to a policy. It is for informational use only. 89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 8 of 11 This certificate cancels and supersedes ALL previously issued certificates. Text

COMMERCIAL GENERAL LIABILITY
agreement applies or the acts or omissions of performed at such vendor's premises in any person or organization performing such connection with the sale of "your operations on your behalf. products"; or
The limits of insurance provided to such insured (6) "Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less. by or on behalf of such vendor.

G. BLANKET ADDITIONAL INSURED – BROAD Coverage under this provision does not apply to:

FORM VENDORS
a. Any person or organization from whom you The following is added to SECTION II – WHO IS have acquired "your products", or any AN INSURED:
ingredient, part or container entering into,
Any person or organization that is a vendor and accompanying or containing such products; that you have agreed in a written contract or or
agreement to include as an additional insured on b. Any vendor for which coverage as an this Coverage Part is an insured, but only with additional insured specifically is scheduled by respect to liability for "bodily injury" or "property endorsement. damage" that:

H. BLANKET ADDITIONAL INSURED –
a. Occurs subsequent to the signing of that CONTROLLING INTEREST contract or agreement; and

1. The following is added to SECTION II – WHO b. Arises out of "your products" that are IS AN INSURED: distributed or sold in the regular course of such vendor's business. Any person or organization that has financial control of you is an insured with respect to The insurance provided to such vendor is subject liability for "bodily injury", "property damage" to the following provisions: or "personal and advertising injury" that arises a. The limits of insurance provided to such out of:
vendor will be the minimum limits that you a. Such financial control; or agreed to provide in the written contract or agreement, or the limits shown in the b. Such person's or organization's Declarations, whichever are less. ownership, maintenance or use of premises leased to or occupied by you. b. The insurance provided to such vendor does not apply to: The insurance provided to such person or
organization does not apply to structural (1) Any express warranty not authorized by alterations, new construction or demolition you or any distribution or sale for a operations performed by or on behalf of such purpose not authorized by you; person or organization.
(2) Any change in "your products" made by 2. The following is added to Paragraph 4. of such vendor; SECTION II – WHO IS AN INSURED:
(3) Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration, premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and
I. BLANKET ADDITIONAL INSURED –
then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS (4) Any failure to make such inspections, OR RECEIVERS
adjustments, tests or servicing as The following is added to SECTION II – WHO IS vendors agree to perform or normally AN INSURED: undertake to perform in the regular Any person or organization that is a mortgagee, course of business, in connection with the distribution or sale of "your products"; assignee, successor or receiver and that you have agreed in a written contract or agreement to
(5) Demonstration, installation, servicing or
include as an additional insured on this Coverage
repair operations, except such operations Part is an insured, but only with respect to its CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Do not attach this form to a policy. It is for informational use only. 89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 9 of 11 This certificate cancels and supersedes ALL previously issued certificates. Text

COMMERCIAL GENERAL LIABILITY
liability as mortgagee, assignee, successor or construction, erection or removal of any of the receiver for "bodily injury", "property damage" or following for which that governmental entity has "personal and advertising injury" that: issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal a. Is "bodily injury" or "property damage" that holes, driveways, manholes, marquees, hoist occurs, or is "personal and advertising injury" away openings, sidewalk vaults, elevators, street caused by an offense that is committed, banners or decorations. subsequent to the signing of that contract or agreement; and K. BLANKET ADDITIONAL INSURED –
GOVERNMENTAL ENTITIES – PERMITS OR b. Arises out of the ownership, maintenance or AUTHORIZATIONS RELATING TO OPER- use of the premises for which that mortgagee, ATIONS assignee, successor or receiver is required under that contract or agreement to be The following is added to SECTION II – WHO IS included as an additional insured on this AN INSURED:

Coverage Part. Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions: are required by any ordinance, law, building code or written contract or agreement to include as an a. The limits of insurance provided to such mortgagee, assignee, successor or receiver additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily will be the minimum limits that you agreed to injury", "property damage" or "personal and provide in the written contract or agreement, advertising injury" arising out of such operations. or the limits shown in the Declarations, whichever are less. The insurance provided to such governmental entity does not apply to: b. The insurance provided to such person or organization does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of (1) Any "bodily injury" or "property damage" operations performed for the governmental that occurs, or any "personal and entity; or advertising injury" caused by an offense
that is committed, after such contract or b. Any "bodily injury" or "property damage" agreement is no longer in effect; or included in the "products-completed operations hazard". (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising L. MEDICAL PAYMENTS – INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7. of SECTION construction or demolition operations
III – LIMITS OF INSURANCE:
performed by or on behalf of such
mortgagee, assignee, successor or 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under
receiver.

Coverage C for all medical expenses J. BLANKET ADDITIONAL INSURED – because of "bodily injury" sustained by any GOVERNMENTAL ENTITIES – PERMITS OR one person, and will be the higher of: AUTHORIZATIONS RELATING TO PREMISES a. $10,000; or The following is added to SECTION II – WHO IS b. The amount shown in the Declarations of AN INSURED:
this Coverage Part for Medical Expense Any governmental entity that has issued a permit Limit. or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and M. BLANKET WAIVER OF SUBROGATION that you are required by any ordinance, law, The following is added to Paragraph 8., Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV – COMMERCIAL GENERAL Part is an insured, but only with respect to liability LIABILITY CONDITIONS:
for "bodily injury", "property damage" or "personal If the insured has agreed in a contract or and advertising injury" arising out of the agreement to waive that insured's right of existence, ownership, use, maintenance, repair, recovery against any person or organization, we

Page 4 of 5 ends

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

Do not attach this form to a policy. It is for informational use only. 89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 10 of 11 This certificate cancels and supersedes ALL previously issued certificates. Text

COMMERCIAL GENERAL LIABILITY
waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured organization, but only for payments we make contract" in the DEFINITIONS Section is because of: deleted.
a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b. "Personal and advertising injury" caused by damage" in the DEFINITIONS Section:
an offense that is committed; "Premises damage" means "property damage" to:
subsequent to the execution of the contract or a. Any premises while rented to you or agreement. temporarily occupied by you with permission N. CONTRACTUAL LIABILITY – RAILROADS of the owner; or

1. The following replaces Paragraph c. of the b. The contents of any premises while such definition of "insured contract" in the
premises is rented to you, if you rent such DEFINITIONS Section: premises for a period of seven or fewer c. Any easement or license agreement; consecutive days.

CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Do not attach this form to a policy. It is for informational use only. 89784657 | 476918 | Hadronex-SmartCover 26-26 G7 AU EX$5 WC Cyb/EO Pol | Excl:OT2 | Maureen Fox | 3/19/2026 9:31:07 AM (PST) | Page 11 of 11 This certificate cancels and supersedes ALL previously issued certificates. Text

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