Vallejo City Council
April 14, 2026

Outside Legal Counsel Services Agreement Exhibit B, Compensation

EXHIBIT B

COMPENSATION

1. Legal Project Management Plan. For each matter assigned by the City Attorney, Outside Legal Counsel must prepare a Legal Project Management Plan (“Plan”) within 60 days of retention as the initial report to the City Attorney.

The Plan should include a written statement regarding: (1) the scope of the work; (2) the strategy to be pursued; (3) the staffing required; (4) estimated legal fees and significant expenditures, as outlined in the Budget section of these requirements; (5) the estimated settlement value; and (6) the advisability of alternative dispute resolution. If it appears that a case will go to trial, a separate estimate of trial costs should be prepared no later than the close of discovery or 60 days before trial whichever is later. Any significant changes to the Plan must be approved by the City Attorney before implementation of such changes. The Plan, including the budget, must be updated every six months without exception. Notwithstanding the foregoing, the City Attorney, in his/her discretion, may make routine advisory or transactional assignments to Outside Counsel without the need for a Legal Project Management Plan on a case-by-case basis.

Motions should only be pursued when a stipulated or negotiated resolution of the issue cannot be achieved. Advance approval from the City Attorney is required before undertaking pretrial motions. In all matters, both the City Attorney and Outside Legal Counsel will use a cost-benefit analysis to determine the City’ s interests. The analysis will weigh the anticipated benefits of a particular course of action against the estimated costs, discounted by the probability that the benefits will actually be achieved.

2. Budgets. At the discretion of the City Attorney, Outside Legal Counsel shall provide the City Attorney with a written budget setting forth the scope of work for every legal project, as well as the estimated fees and disbursements. This budget shall be a part of the Legal Project Management Plan. The budget shall explain all of the assumptions on which it is based and specify the following: (i) a detailed description of each separate task, such as motions, pleadings, depositions, reports, etc.; (ii) the name and billing rate for each lawyer and legal assistant to be involved; (iii) the amount of time each task is expected to take; and (iv) the budgeted charges for each task, broken down by month. Outside Legal Counsel’s compensation under this Agreement shall not exceed the budgeted amount as agreed upon unless amended with the prior approval of the City Attorney. Outside Legal Counsel must notify the City Attorney promptly in the event unanticipated issues cause the estimated legal fees or disbursements to vary significantly from those projected in the current budget. Outside Legal Counsel shall notify City in writing no later than thirty (30) days prior to the estimated date when Outside Legal Counsel will have billed City the budgeted amount, and Outside Legal Counsel shall provide City with an estimate of the additional compensation required to complete the project. For any matter report ed to PRISM , Outside Legal Counsel shall also include on each invoice the amount billed to date toward SI R and amount of SIR remaining.

3. Billable Hourly Rate . Outside Legal Counsel shall provide the City Attorney with a schedule of billing rates for the specified partners, associates, and legal assistants applicable to the Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

Outside Legal Counsel Services Agreement Exhibit B, Compensation

Legal Assignment. Outside Legal Counsel’s schedule of billing rates shall be incorporated herein as Attachment 1 to Exhibit B.

At least 60 days written notice must be given to the City Attorney of any proposed changes in billing rates, and approval must be obtained from the City Attorney prior to the implementation of such changes. Hourly rates include all overhead and internal charges. City agrees to pay Outside Legal Counsel, at the rate(s) as established in Attachment 1 of Exhibit B and in accordance with the provisions of Exhibit B. No partner or associate other than those specified in the budget shall work on or bill for time on a Legal Assignment without prior City Attorney approval.

4. Outside Legal Counsel’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Outside Legal Counsel for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

A. Vehicle. The City authorizes mileage reimbursed at the IRS approved per mile rate (currently 70 cents per/mile) for the use of personal automobiles for business. In addition, all expenditures incurred for parking and tolls will be fully reimbursed when an attorney uses his or her own automobile on City business. Fines for moving and parking violations will not be reimbursed by the City.

B. Delivery/Courier. Standard mail services should be used whenever possible. The preparation of written correspondence and documents should be completed in time to avoid unnecessary use of express mail and delivery services at extra cost. Charges for certified, registered, insured, other special handling or express mail should be billed at the actual cost incurred. Billing should reflect the event that caused the need for urgent delivery.

Failure of proper time management on a case is no reason for in curring these changes.

Only actual mileage for in-house couriers may be billed at the IRS approved rate with no additional surcharge. Actual charges for outside services may be billed.

C. Travel. Air travel should be coach class, and, if possible, by discounted fares.

Actual charges incurred for meals will be reimbursed when Outside Legal Counsel is representing the City on out-of-town travel. Other meal expenses will not be paid.

All travel expenses require an itemized accounting submitted with Outside Legal Counsel’s bill. This accounting must include detailed information about car rental, hotel, air and train fare, and travel meals, regardless of amount.

D. Experts/Specialists. To retain third parties on behalf of the City, such as expert witnesses or specialists, Outside Legal Counsel must obtain approval in advance from the City Attorney.

5. Payments to Outside Legal Counsel. Payments to Outside Legal Counsel shall be made within a reasonable time after receipt of Outside Legal Counsel’s invoice. Bills should be submitted no more than once a month, but no less than every ninety days unless other arrangements have been approved. Outside Legal Counsel shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

Outside Legal Counsel Services Agreement Exhibit B, Compensation

6. Alternative Fee Arrangement. An alternative fee arrangement must be the subject of a separate engagement letter or amendment to this Agreement and must be signed and approved by the City Attorney.

7. Invoices. All invoices submitted by Outside Legal Counsel shall be submitted no more than once a month but no less than every ninety days, unless other arrangements have been approved. Distinct matters shall be invoiced separately.

A. Each bill should include the following information:

1. Date of Invoice Issuance;

2. Sequential Invoice Number;

3. Amount of this Invoice (Itemize all Reimbursable Expenses);

4. The name of case and case number, Legal Assignment or matter number assigned by the City, as applicable;

5. The date of each service performed and a full description of services rendered. A full description should include the activity performed, the names of the individuals involved, and the subject or purpose of the charges;

6. The name of each partner, associate and legal assistant performing each service and the number of hours worked on each task, billed in .10 hour increments (tasks charged as “block” or multiple item entries are not acceptable);

7. The hourly rate for each person and the resulting total charge for each service;

8. Total fees for all professional services rendered during the billing period;

9. An itemized list of all disbursements (including the per page charge for photocopies and faxes). Receipts may be requested from time to time;

10. Adjustments for fees and disbursements for discounted non- recoverable matters, capped fees or similarly negotiated reductions;

11. The combined total for professional services and disbursements for the month or other approved billing period;

12. Outside Legal Counsel’s identification number or applicable identification number for the attorneys performing the services;

13. “Statement Enclosed” on the envelope;

14. An indication of whether the invoice is interim or final;

15. Total billed to date for all pending Legal Assignments;

16. If the matter is reported to PRISM, include total billed to date toward SIR and amount of SIR remaining.

B. If the City Attorney expressly authorizes the use of a third party, the format for third party billings must conform to these requirements. Outside Legal Counsel is responsible for seeing that vendors it retains comply with our billing format and guidelines.

C. Any month in which Outside Legal Counsel wishes to receive payment, Outside Legal Counsel shall submit to the City Attorney an invoice no later than the tenth (10th) working day of such month, in the form approved by City Attorney, for services rendered pr ior to the date of the invoice.

Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

Outside Legal Counsel Services Agreement Exhibit B, Compensation

D. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Outside Legal Counsel for correction.

City shall not be responsible for delays in payment to Outside Legal C ounsel resulting from Outside Legal Counsel’s failure to comply with the invoice format described above.

E. Request for payment shall be sent to:

Deena York
City Attorney’s Office
City of Vallejo, City Hall
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590

8. Accounting Records of Outside Legal Counsel. Outside Legal Counsel shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the City Attorney to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The City Attorney shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. Outside Legal Counsel shall retain all records and books related to performance hereunder for inspection by City for at least three (3) years after receipt of final payment.

9. Taxes. Outside Legal Counsel shall pay, when and as due, any and all taxes incurred as a result of Outside Legal Counsel’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

10. Taxpayer Identification Number. Outside Legal Counsel shall provide City with Outside Legal Counsel’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

11. Expenses Not Paid. The City will not pay any charges that represent the internal costs or overhead of Outside Legal Counsel . If the charge is questionable, Outside Legal Counsel must receive prior approval from the City. The following are some examples of expenses the City will not pay:

1. For more than one attorney to attend a hearing, deposition or trial, conduct a field investigation or interview, or otherwise handle casework requiring an appearance, absent the prior approval of the City Attorney;

2. Secretarial, clerical or word processing charges;

3. Staff overtime charges;

4. Internal messenger or courier services, except where necessary and less costly than outside services. Only actual mileage for in -house couriers may be billed at the IRS approved rate with no additional surcharge;

5. Photocopy charges in excess of $.15 per page . Any unusual photocopying requirements, including copying by outside services, must be approved in advance by the City Attorney;

6. Accounting or bookkeeping charges;
Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

Outside Legal Counsel Services Agreement Exhibit B, Compensation

7. Costs of computerized research (e.g., Lexis);

8. Administrative fees or percentages;

9. Ordinary postage;

10. Attempted telephone calls or voicemail messages;

11. Faxes;

12. Staff overtime meals or transportation;

13. For work done to maintain Outside Legal Counsel’s General professional competence;

14. Senior biller, with two exceptions: (1) when each biller is participating in the conference because of his or her unique expertise in a particular field of law; or (2) when a major event has occurred in the matter that must be analyzed by more than one attorney;

15. Administrative and supervisory conferences are not to be charged to the City;

16. Office supplies;

17. Data storage.

Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

Outside Legal Counsel Services Agreement Exhibit B, Compensation

ATTACHMENT 1

COMPENSATION RATES

Partners
Of Counsels
$425-$475/hour
$375-$415/hour
Associates
Law Clerks
$290-$365/hour
$275/hour
Paralegals
Legal Assistants
$150-$200/hour
$125-150/hour

Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:

CERTIFICATE NUMBER:

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

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

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

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

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

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

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY
AUTOS

AUTOS ONLY

NON-OWNED

SCHEDULED
OWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER
LIMITS
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBER

TYPE OF INSURANCE
LTR
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
5/14/2025
IMA, Inc.
3475 E. Foothill Blvd., Suite 100
Pasadena, CA 91107
(626) 799-7000 (626) 583-2117
www.imacorp.com 0H64724 Hartford Fire Insurance Company 19682 Trumbull Insurance Company 27120
Hartford Casualty Insurance Company 29424
Sentinel Insurance Company, Ltd. 11000
A 1,000,00072UUNBK8FV8 4/1/2025 4/1/2026
1,000,000
✓
10,000
✓
1,000,000
2,000,000
Included✓
B 72UENCK0154 4/1/2025 4/1/2026 1,000,000
✓ ✓
C 72XHUCI8818 4/1/2025 4/1/2026 20,000,000✓✓
20,000,000
D 72WBAW3AFN 4/1/2025 4/1/2026 ✓
1,000,000N
1,000,000
1,000,000
A Business Interruption 72UUNBK8FV8 4/1/2025 4/1/2026 $14,850,000 William A. Lewis
Atkinson, Andelson, Loya, Ruud & Romo
12800 Center Court Drive #300
Cerritos CA 90703
85311147
✓
✓
GL & Auto Primary & Non-Contributory Wording apply per HG00010916 & HA99160312 attached.

City of Vallejo
Attn: City Attorney
Vallejo City Hall
555 Santa Clara Street, 3rd Floor
Vallejo, CA 94590
GL & Auto Additional Insureds apply per HG00010916 & HA99160312 attached, only if required by written contract/agreement.

Additional Insured(s): The City of Vallejo, its officers, officials, employees, agents and volunteers. 85311147 | AALRR | 25-26 Master Certificate | IMA Certificate Processing | 5/14/2025 9:52:02 AM (PDT) | Page 1 of 27 Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

COMMERCIAL AUTOMOBILE
HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. © 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

1. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.

However, the Named Insured does not
include any subsidiary that is an
"insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint
venture,
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.

Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.

B. Employees as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add:
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your
personal affairs.

C. Lessors as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without a driver.

Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.

D. Additional Insured if Required by Contract
(1) Paragraph A.1. - WHO IS AN INSURED
- of Section II - Liability Coverage is
amended to add:
f. When you have agreed, in a written
contract or written agreement, that a
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an "insured", but only
to the extent such person or
organization is liable for "bodily
injury" or "property damage" caused
by the conduct of an "insured" under
paragraphs a. or b. of Who Is An
Insured with regard to the
ownership, maintenance or use of a
covered "auto."
72UENCK0154
85311147 | AALRR | 25-26 Master Certificate | IMA Certificate Processing | 5/14/2025 9:52:02 AM (PDT) | Page 2 of 27 Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(1) During the policy period, and
(2) Subsequent to the execution of such
written contract, and
(3) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
(2) How Limits Apply
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
most we will pay on behalf of such
additional insured is the lesser of:
(a) The limits of insurance specified in
the written contract or written
agreement; or
(b) The Limits of Insurance shown in
the Declarations.

Such amount shall be a part of and not
in addition to Limits of Insurance shown
in the Declarations and described in this
Section.
(3) Additional Insureds Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional
insured must submit such claim or "suit"
to the other insurer for defense and
indemnity.

However, this provision does not apply
to the extent that you have agreed in a
written contract or written agreement
that this insurance is primary and non-
contributory with the additional insured's
own insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
additional insured shall be required to
comply with the provisions in LOSS
CONDITIONS 2. - DUTIES IN THE

EVENT OF ACCIDENT, CLAIM , SUIT
OR LOSS – OF SECTION IV –
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.

E. Primary and Non-Contributory if
Required by Contract
Only with respect to insurance provided to
an additional insured in 1.D. - Additional
Insured If Required by Contract, the
following provisions apply:
(3) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that other
insurance by the method described in
Other Insurance 5.d.
(4) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract
or written agreement that this insurance
is primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and we will not
seek contribution from that other
insurance.

Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.

When this insurance is excess, we will have no
duty to defend the insured against any "suit" if
any other insurer has a duty to defend the
insured against that "suit". If no other insurer
defends, we will undertake to do so, but we will
be entitled to the insured's rights against all
those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.

We will share the remaining loss, if any, by the
method described in Other Insurance 5.d.

2. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire.

The OTHER INSURANCE Condition is amended
by adding the following:
85311147 | AALRR | 25-26 Master Certificate | IMA Certificate Processing | 5/14/2025 9:52:02 AM (PDT) | Page 3 of 27 Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 If an "employee’s" personal insurance also
applies on an excess basis to a covered "auto"
hired or rented by your "employee" on your
behalf and at your direction, this insurance will
be primary to the "employee’s" personal
insurance.

3. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".

Coverage is excess over any other collectible
insurance.

4. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any
"auto" you own, then the Physical Damage
Coverages provided are extended to "autos" you
hire or borrow, subject to the following limit.

The most we will pay for "loss" to any hired
"auto" is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that
coverage. No deductible applies to "loss" caused
by fire or lightning. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject to the above limit, deductible
and excess provisions, we will provide coverage
equal to the broadest coverage applicable to any
covered "auto" you own.

We will also cover loss of use of the hired "auto"
if it results from an "accident", you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accident".

This extension of coverage does not apply to
any "auto" you hire 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.

5. PHYSICAL DAMAGE - ADDITIONAL

TEMPORARY TRANSPORTATION EXPENSE

COVERAGE
Paragraph A.4.a. of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000.

6. LOAN/LEASE GAP COVERAGE
Under SECTION III - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; security deposits not
returned by the lessor; costs for extended
warranties, credit life Insurance, health, accident
or disability insurance purchased with the loan or
lease; and carry-over balances from previous
loans or leases.

7. AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS - of

SECTION III - PHYSICAL DAMAGE
COVERAGE, the following is added:

The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.

8. ELECTRONIC EQUIPMENT - BROADENED

COVERAGE
a. The exceptions to Paragraphs B.4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:

Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the "auto's"
electrical system that, at the time of "loss",
is:
(1) Permanently installed in or upon
the covered "auto";
(2) Removable from a housing unit
which is permanently installed in
or upon the covered "auto";
(3) An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
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© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 (4) Necessary for the normal
operation of the covered "auto" or
the monitoring of the covered
"auto's" operating system.
b.Section III – Version CA 00 01 03 10 of the
Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C.2 and Version CA 00 01 10 01 of
the Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C are each amended to add the
following:
$1,500 is the most we will pay for "loss" in
any one "accident" to all electronic
equipment (other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
(1) Permanently installed in or upon
the covered "auto" in a housing,
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
(2) Removable from a permanently
installed housing unit as described
in Paragraph 2.a. above or is an
integral part of that equipment; or
(3) An integral part of such equipment.
c.For each covered "auto", should loss be limited
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by
the applicable deductible shown in the
Declarations, or $250, whichever deductible is
less.

9. EXTRA EXPENSE - BROADENED

COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
"auto" to you.

10. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:

No deductible applies to glass damage if the
glass is repaired rather than replaced.

11. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:

If another Hartford Financial Services Group,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accident", the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.

12. AMENDED DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a. -

DUTIES IN THE EVENT OF ACCIDENT,CLAIM,
SUIT OR LOSS - of SECTION IV - BUSINESS
AUTO CONDITIONS that you must notify us of
an "accident" applies only when the "accident" is
known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.

13. UNINTENTIONAL FAILURE TO DISCLOSE

HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.

14. HIRED AUTO - COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7. -

POLICY PERIOD, COVERAGE TERRITORY -
of SECTION IV - BUSINESS AUTO
CONDITIONS is replaced by the following:
e. For short-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a "suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.

15. WAIVER OF SUBROGATION

TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US - of SECTION IV -
BUSINESS AUTO CONDITIONS is amended by
adding the following:
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© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 We waive any right of recovery we may have
against any person or organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.

16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V-
DEFINITIONS is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.

17. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies
except as follows:

If we cancel for any reason other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.

18. HYBRID, ELECTRIC, OR NATURAL GAS

VEHICLE PAYMENT COVERAGE
In the event of a total loss to a "non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical
Damage Coverages are amended as follows:
a.If the auto is replaced with a "hybrid" auto or
an auto powered solely by electricity or natural
gas, we will pay an additional 10%, to a
maximum of $2,500, of the "non-hybrid" auto’s
actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
c.Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.

For the purposes of the coverage provision,
a.A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b.A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.

19. VEHICLE WRAP COVERAGE
In the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:

In addition to the actual cash value of the "auto",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless of the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.
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ABCDEFGHIJ

COMM ERCI A L GENER AL LI A BILITY CO VER A G E FORM
(1) The "bodi ly inj ur y " or " prop erty dam age " i s V arious prov i s ions i n thi s pol i c y res tri ct cov erage.

Read t h e enti re poli cy caref ul ly to determ i ne ri ghts , caus ed b y an " occurrence " t h at takes dut ies and w hat i s and i s not cov ered. pl ace i n t he " cov erage terri tory"; (2) The " bodi ly i njury" or "property damage"Throughout thi s pol i c y t h e w ords " y ou" and "y our " ref er to the Nam ed Ins ured s h ow n i n t he occurs duri ng the pol i c y peri od; and Decl arati ons , and a ny ot h er pers on or org ani zati on (3) P ri or t o t he pol i c y peri od, n o i ns ured l i s ted qual i fy i ng as a Named I ns u red under thi s pol i c y . The under Paragra ph 1. of Secti on I I - W ho I s w ords "w e", "us " and "our" ref er to t he s tock A n I ns ure d and no "em pl oy e e " authoriz ed i ns urance company mem ber of The Hart f ord by y o u to giv e or recei v e no t i ce of an prov i di ng thi s i ns urance. "occurrence" or cl a i m , k ne w t hat the The w ord "i ns ured " m eans an y pers on or "bodil y i nj ur y " or "property dam age" had organiz ati on qua l i f y ing as s uch under S ecti on I I - occurred, in w hole or i n part. If s uch a W ho Is An Ins ured. l i s t e d i ns ured or authorized "em pl o y ee " knew , pri or to the pol i c y peri od, that t he O ther w ords and phras es that app ear i n quotati on "bodil y i nj ur y " or " prop erty dam age "m arks hav e s peci al m eaning. R ef er t o Secti on V - occurred, then an y conti nuati on, chan ge Def i ni ti ons . or res um pti on of s uch " bodil y i njury" or S ECT I ON I - CO VER AGE S "property dam age" duri n g or af t er the CO VE R AGE A BO DIL Y I NJURY AN D PROP ERT Y pol i c y period wil l b e deemed t o hav e b een DAM AGE LIABIL IT Y know n pr i or to t he po l i c y p eri od.

1. I nsu rin g Agreem en t c. " Bodi ly inj ur y " or " property damage" w i l l be deem ed t o hav e be en k now n to ha v e a. W e wi ll pa y thos e s ums that t he i ns ured occurred at the earli es t t i me when a ny becom es l egal ly ob l i gated to pa y as damages i ns ured l i s ted un der P ara graph 1. of S ecti on IIbecaus e of "bodi ly inj u ry " or "property - W ho Is An Ins ured or an y "em pl o y ee "dam age" t o w hi ch thi s i ns urance appl i es . W e aut h ori zed b y y ou t o gi v e or recei v e noti ce of w i l l hav e the ri ght and duty t o def end t he an "occurrence" or cl a i m :i ns ured a gai ns t an y " s uit" s eeki ng t hos e dam ages . Ho we v er, w e wil l h av e n o dut y to (1) Report s al l , or an y part, of t he "bodi ly def end t he ins ured agai ns t an y " s ui t" s eeki ng i nj ur y " or " propert y damage" to us or a ny dam ages f or "bodi ly i njury " or "propert y ot her i ns urer; dam age" t o w hi ch t h i s i ns urance does n ot (2) Recei v es a w ri tt e n or v erbal dem and or apply . W e may , at our d i s cret i on, i n v es ti gate cl ai m f or dam ages becaus e of t he "bodil y any "occurrence" and s ett l e an y cl ai m or " s ui t " i nj ur y " or " property damage " ; ort hat may res ul t. But : (3) B ecomes aw are b y a ny other m eans t hat (1) The am ount w e w i ll pa y f or damages i s "bodil y i njury " or "property damage" has l i m i ted as des cri b ed i n Se ct i on I II - Li mi t s occurred or has begun to o ccur.O f I ns urance; and d . Dam ages becaus e of "bodi ly inj ur y " i ncl ude (2) O ur ri ght and dut y to def end e nds wh en dam ages cl ai med by any p ers on or w e hav e us ed up the ap pl i cable l i m i t of organiz ati on f or care, l o s s of s erv i ces ori ns urance i n the pa y ment of j udgm ents or death res ul ti ng a t an y ti m e f ro m the " bodi ly s et tl em ents under Co v era ges A or B or i nj ur y ". m edi cal ex pens es under Cov erage C. e. I nci den tal Medi cal Malp ractice An d G oo d No other o bl i gati o n or l iabi li ty to pa y s um s or S ama ri tan Cover ag eperf or m acts or s erv i ces i s cov ered unles s " Bodi ly i njury" ari s i ng out of t he rendering of ex pl i ci tly pro v ided f or under S upp l em entary or f ai l ure to ren der t h e f ol low i ng healt h care P a y m ents - Cov erages A and B. s erv i ces b y an y "em pl o y ee" or "v o l unteer b . Thi s i ns urance appl ies to "bodil y i njury " and w orker " s hal l be d eem ed to be caus ed b y an " property damage" only i f : " occurrence" f or:

HG 00 0 1 09 16 P age 1 of 21
© 2016 The Hartf ord
(I ncl udes cop y ri ghted m ateri al of I ns urance Serv i ces O f f i ce, I nc. wi th i t s permi s s i on. ) 85311147 | AALRR | 25-26 Master Certificate | IMA Certificate Processing | 5/14/2025 9:52:02 AM (PDT) | Page 7 of 27 Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

(1) P rof es s i ona l he al th care s erv i ces s uch as : (a) Li abil i ty t o s uch part y f or, or f or t he cos t of , t hat party 's def ens e has al s o (a) M ed i cal , s urgi ca l , dental , laborator y , x - been as s umed i n t he s a m e "i ns ured ray or nurs i ng s er v i ces or treat ment , cont ract" ; and adv i ce or ins t ructi on, or t he rel ated (b ) S uch att orn ey f ees a nd l i ti gati on f urni s hi ng of f ood or be v erages ; ex pens es are f or def ens e of t hat part y (b ) A n y h eal th or therap euti c s erv i ce, agai ns t a ci v i l or al ternati v e di s p ut e t reatm ent, adv i ce or ins t ructi on; or res ol uti on proceedi ng i n w hi ch (c) The f urni s hi ng or d i s pens ing of drugs dam ages t o w hi ch thi s i ns urance or medi cal , de nt a l , or s urgical s uppl i es appl i es are al leged. or app l i ances ; or c. L iq uo r L iab il ity (2) F i rs t ai d s erv i ces , wh i ch incl ude: " Bodi ly i njury" or "property damage" f or wh i ch (a) Cardi opu l m onar y res us ci tat ion, any i ns ur ed may be hel d l iabl e b y r eas on of : w het h er perf orm ed m anuall y or w i th a (1) Caus i ng or cont r i buti ng to t he i ntox i cati on def i bri l l a t or; or of an y pers on; (b ) S erv i ces perf orm ed as a G ood (2) The f urni s hi ng of al coholi c bev erag es to a S amari t an. pers on under the l ega l dri nk i ng age or F or the purpos e of determ i ni ng the l i mi t s of under the i nf l u ence of al co hol ; or i ns urance, any act or om i s s i on t og et her wit h (3) A n y s tat ute, ordi n ance or regulat ion al l rel ated acts or om i s s i ons i n the f urni s hi ng rel ati ng to t he s a l e, g i f t , di s tri buti on or us e of thes e s er v i ces to a ny one pers on w i l l be of al coho l i c b ev erages . cons i dered one "occurrence".

Thi s ex cl us i on a ppl i es e v en i f the cl ai ms How ev er, thi s Inci de nt a l Medi ca l Mal pr act i ce agai ns t an y i ns ured al lege negli gence or A nd G ood Sam ari tan Cov erage prov i s i on ot her w rongd oi ng i n:appl i es o nly i f y ou are n ot eng aged i n the (a) The s uperv i s i on, hi r i ng, empl oy m ent, bus i nes s or occupati on of prov i ding an y of t he s erv i ces des cri bed i n thi s prov i s i on. t rai n i ng or moni t ori ng of ot hers by t h at i ns ured; or2. E xclusi on s
(b ) P rov i d i ng or f ai li ng to prov i de Thi s i ns urance does not a pply t o: t rans portati on w i th res pect to an y a. E xpected Or In tend ed I nju r y pers on t h at m a y b e under the i nf luence " Bodi ly i njury" or "propert y dam age" ex pected of al coho l ; or i nt en ded f rom t he s tandpoint of the i f t he "occurrence" w hi ch caus ed the "bodil y i ns ured. Thi s ex cl us i o n does not app ly to i nj ur y " or " property damage", i n v olv ed that " bodil y i nj ur y " or "propert y damage" res ul ti ng w hi ch i s des cri be d i n Para graph (1) , (2) or (3)f ro m the us e of reas onabl e f orce to prot ect abov e. pers ons or propert y . How ev er, thi s ex cl us i o n appli es only i f y o u b . Co ntractu al Liab il ity are i n the bus i nes s of manuf act uri ng, " Bodi ly i njury" or "property damage" f or wh i ch di s t ri b ut ing, s ell i ng, s erv i ng or f urni s hi ng t he i ns ur ed i s obl i g at e d t o pay damages by al coholi c bev erages . F or the purp os es of t hi s reas on of t he as s um pti on of l i abil i ty in a ex cl us i on, perm i tt i ng a pers on t o bri ng cont ract or agre em ent. Thi s ex cl us ion do es al coholi c bev erages on your premi s es , f or not app l y to l i abil i ty f or damages : cons um pti on on y our pre m i s es , whether or not a f ee i s charged or a l i cens e i s requi re d (1) That t he i ns ure d wo ul d ha v e i n t he f or s uch act i v i ty , i s not b y i ts el f cons i dered the abs ence of the contract or agreement ; or bus i nes s of s el l i ng, s erv i ng or f urni s hi ng (2) A s s umed i n a contract or agreement t hat al coholi c be v era ges .i s an "i ns ured cont ract " , prov i de d the d . Workers' Co mpen s ati on And Si milar Laws "bodil y i nj ur y " or " prop erty dam age " occurs s ubs equent to the e x ecut i on of the A n y obl igati on of t he i ns ure d und er a w orkers ' cont ract or agreem ent. S olely f or t he co mpens at ion, di s a bi l i t y benef i ts or purpos es of l iabi l ity as s um ed i n an unem pl o y ment compens at i on law or an y "i ns ured contract" , reas o nabl e attorne y s i m i l ar l aw . f ees and neces s ary li t igati on ex pens es e. E mpl oyer's Liab il ity i ncurred b y or f or a party other than a n " Bodi ly i njury" t o: i ns ured are d eem ed t o be dam ages (1) A n " em pl o y ee " of the i ns ur ed ar i s i ng out of becaus e of "bodi ly i njury" or "property dam age " , prov i de d: and i n the cours e of :

P age 2 o f 21 HG 00 0 1 09 16
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(a) E mpl oy m ent by the i ns ured ; or (c) W hi ch are or w ere a t an y ti m e t rans ported, h andl e d, s t or ed, t r eat e d, (b ) P erf orm i ng duti es re l ated to the di s pos ed of , or proces s ed as w as t e b y conduct of the i ns ured's bu s i nes s ; or or f or:(2) The s pous e, chi l d , parent, brot her or s i s ter (i ) A n y i ns ured; or of that "em pl o y ee " as a cons equence of P aragra ph (1) abo v e . (i i) A n y pers on or organiz a t i on f or w hom y ou may be l ega l ly Thi s ex cl us i on app l i es :
res pons i bl e; (1) W het her t he i ns ured m a y be li abl e as an em pl o y er or i n an y other ca paci ty ; a nd (d ) A t or f rom an y premi ses , s i t e or l ocati on o n w hi ch an y i ns ured or an y (2) To any obl i g at ion to s hare dam ages wi th cont ractors or s ubcontractors w orki ng or repa y s omeone e l s e w ho mus t pay di rect ly or i nd i rect ly o n an y i ns ured 's dam ages becaus e of the inj ur y . behal f are perf orm i ng operat i o ns i f t he Thi s ex cl us i on do es not apply t o li abi li ty " pol lut a nt s " are brought o n or t o t h e as s u med by the i ns ured under an "i ns ured prem i s es , s i te or l ocat ion i n connecti on cont ract" . w i t h s uch operati ons b y s uch i ns ured, f. P ol lu tio n cont ractor or s ubcont ractor. How ev er, (1) "Bodi ly i njury " or "property damage" t hi s s ubparagra ph does not apply t o:
ari s i ng out of t h e actu al , all eged or (i ) "Bodi ly i nj ur y " or "property damage"t hreatene d di s charg e, di s p ers al , s eepage , ari s i ng ou t of the es cape of f uel s , m i grati on, rel eas e or es cape of l ubri cants or ot her operati ng f l ui ds "pol lut a nt s ": w hi ch are n eeded to p erf orm the (a) A t or f ro m any premi ses , s i t e or norm al el ectri cal , h y dra ul i c or l ocati on w hi ch i s or w as at an y ti m e m echani cal f unct i ons nece s s ary f or ow ned or occup i ed b y , o r rent ed or t he operati on of " m obi l e equi pment"l oaned to, an y i ns ured. H ow ev er, t h i s or i ts parts , i f s uch f uel s , l ubri cants s ubparagraph do es not apply to: or other operati n g f l ui ds es cape (i ) "Bodi ly inj ur y " i f s us t ai n ed wi thi n a f ro m a v ehi c l e part des igned to hol d, s t ore or recei v e them. Thi s bui l d i ng an d caus ed b y smo k e, ex cept i o n do es not apply i f the f u mes , v apor or s oot prod uced b y or ori ginati ng f ro m equi p m ent that "bodil y i njur y " or "property damage" i s us ed to h eat , cool or d ehumi di f y ari s es ou t of the i n t enti on al t he buil di ng , or equi pment t hat i s di s charge, di s pers al or rel eas e of us ed to heat water f or pers ona l t he f uel s , lubri cants o r other us e, b y the bui l d i ng 's occupants or operati ng f l ui ds , or i f s uch f uel s , t hei r gues ts ; l ubri cants or ot her operati ng f l ui ds are broug ht on or t o the p rem i s es ,(i i) "Bodi ly i nj ur y " or "property damage" s i t e or l oca t i o n w i th t h e i ntent that f or wh i ch y ou may b e held l iabl e, i f t he y be di s charged, di s p ers ed or y ou are a cont r act or and the ow ner rel eas ed as part of t he o perat ions or l es s ee of s uch premi s es , s i t e or bei ng perf orm ed by s uch i ns ured, l ocati on has be en a dded to y our cont ractor or s ubcontract or ;pol i c y as an ad di ti onal i ns ured wi th res pect to y our on goi ng o perat ions (i i) "Bodi ly i nj ur y " or "property damage" perf or med f or t hat addi ti o nal s us t ai ne d wi thi n a b ui l d i ng and i ns ured at that prem i s es , s i t e or caus ed b y t he rel eas e o f gas es , l ocati on and s uch premi s e s , s i t e or f u mes or v apors f rom mat eri al s l ocati on i s n ot and ne v er w as brought i nto that bui ldi ng in ow ned or occupi ed b y , or rented or connect ion w i th operati on s bei ng l oaned to, an y i ns ured, other than perf or med by y ou or on y o ur behal f t hat addi ti ona l i ns ured; or by a cont ractor or s ubcon t ractor; or (i ii ) "Bodi ly i nj ur y " or "property damage" (i ii ) "Bodi ly i nj ur y " or "property damage" ari s i ng out of heat , s moke or f u mes ari s i ng out of heat , s moke or f u mes f ro m a "hos t i le f i re"; f ro m a "hos t i le f i re"; or (b ) A t or f ro m any premi ses , s i t e or (e) A t or f rom an y premi ses , s i t e or l ocati on w hi ch i s or was at an y ti me l ocati on o n w hi ch an y i ns ured or an y us ed b y or f or any i ns ured or ot hers f or cont ractors or s ubcontractors w orki ng t he h andl ing, s torage, di s pos a l , di rect ly or i ndi rectly on a ny i ns ured's proces s i ng or treat ment of w as te; behal f are perf orm i ng operat i o ns i f t he HG 00 0 1 0 9 16 P age 3 of 21
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(4) Li abil i ty as s um ed under an y " i ns ured operati ons are t o tes t f or, moni t or, cl ean up, rem ov e, co nt ain, treat, cont ract" f or the o w ners hi p, mai nt ena nce det ox i fy or neutral iz e, or i n an y w a y or us e of ai rcraf t or w atercraf t ; res pond t o, or as s es s t h e ef f ects of , (5) "Bodi ly i njury " or "property damage" " pol lut a nt s " . ari s i ng out of:
(2) A n y l os s , cos t or ex pens e ari s i ng out of (a) The operat ion of machi ner y or any : equi pment t hat i s at tache d to, or part
(a) Reques t, demand, ord er or s t atut or y or of , a land v ehi cl e that w oul d qua l i f y regul ator y requi rement t hat a ny under the def i ni ti on of " m obi l e i ns ured or others t es t f or, moni t or, equi pment " i f i t were not s ubj ect to a cl ean up, rem ov e, co ntai n, t reat, co mpul s ory or f i nanci al r es pons i bil i ty det ox i fy or ne ut rali ze, or i n a ny w a y l aw or o t her m otor v eh i cl e i ns urance res pond to, or as s es s the ef f ect s of , l aw w here i t i s l i cens e d o r pri nci p al ly " pol lut a nt s " ; or garaged; or
(b ) Cl ai m or s ui t b y or on behal f of a (b ) The operati on of an y of the m achi ner y or equi pment l i s ted i n P ar agraph f. (2)gov ernm ental authori ty f o r dam ages or f. (3) of t he def i ni ti o n of " m obi l e becaus e of t es ti ng f or, moni t oring, cl eani ng up, remov ing, contai ning, equi pment "; or t reati ng, detox i fy i ng or neutral iz i n g, or (6) A n a i rcraf t that i s not o wne d b y an y i n an y w ay res po ndi ng to, or as s es s i ng i ns ured an d i s hi re d, ch art ered or l oane d t he ef f ect s of , " pol l utants ". w i t h a pai d crew . How e v er , t hi s ex cepti on How ev er, thi s p aragraph does not ap ply to does not a pply i f t he ins ured has an y other l i abil i ty f or dam ages becau s e of "propert y i ns urance f or s uch "bodi ly i nj ur y " or dam age" t hat the i ns ured wo ul d hav e i n "property damage" , w hether t he other t he a bs ence of s uch reques t, demand, i ns urance i s pri m ar y , ex ces s , cont ingent order or s t atut or y or regul ator y or on an y ot h er bas i s . requi rem ent, or s uch cl ai m or "s ui t " b y or h . Mo bi le Eq ui pmen t on b ehal f of a gov ernm ental authori ty . " Bodi ly i njur y " or "property dam age" ari s i n g g . Airc raft, Au to Or W atercr aft out of :
" Bodi ly i njur y " or "property dam age" ari s i n g (1) The t rans portat i o n of "m obi l e equ i pm ent" out of the ow ners hip, ma i ntenance , us e or by an "auto" ow ned or operated b y or ent rus tm ent t o others of any ai rcraf t , " auto " or rent ed or l oan ed to an y i ns ured; or w at ercraf t ow ned or operated b y or rented or (2) The us e of " m obi l e equi pment" i n, or w hi l e l oaned t o an y i ns ured. Us e i ncl udes operati on i n practi ce f or, or wh i l e being pre pared f or, and " l oad i ng or u nl oad i ng " . any prearrange d raci ng, s peed, Thi s ex cl us i on appli es ev en i f the cl ai ms dem ol i ti on, or s tunti ng act iv i ty . agai ns t an y i ns ured al lege negli gence or i . War ot her w rong doi ng i n the s uperv i s i o n, hi ring, " Bodi ly i njury" or "propert y dam age", ho we v er em pl o y ment , trai n i ng or m oni tori n g of ot h ers caus ed, ari s i n g, di rectly or indi rectl y , out of :by that i ns ured, i f t he "occurrence" wh i ch (1) W ar, i ncl udi ng und ecl ared or ci v i l w ar; caus ed t h e "bodi ly inj u ry " or "property dam age" i nv ol v ed the o wn ers hi p, (2) W arl i k e acti on b y a m i l it ar y f orce, i ncl ud i ng m ai ntenance, us e or entrus t ment to others of act i on i n hi n deri ng or def en di ng ag ai ns t a n any ai rcraf t , " auto " or w atercraf t that i s o wne d act ual or ex pected at tack , b y an y or operated b y or r ent e d or loaned to a ny gov ernm ent, s ov erei gn or ot her authori t y i ns ured. us i ng m i l i tar y pers onne l or other agents ; orThi s ex cl us i on does not a pply t o:
(3) I ns urrecti on, rebe l l i o n, rev ol uti on, us urped (1) A watercraf t whil e as hore o n prem i s es y o u pow er, or acti on taken b y g ov ernm ental ow n or re nt ; aut h ori ty i n h i ndering or def endi ng agai ns t (2) A w atercraf t y ou do not ow n t ha t i s : any of t hes e.(a) Les s than 51 f eet l ong; and j . Damag e T o P roperty (b ) Not b ei ng us ed to carr y p ers ons f or a " P ro perty dam age " t o: charge; (1) P ropert y y ou o w n, re nt, or occup y , (3) P ark i ng an " auto " on, or on t he w a y s nex t i ncl uding a ny cos t s or ex pens es i ncurred t o, prem i s es y o u ow n or rent, pro v i d ed t h e by y ou, or an y other p ers on, organiz a t i o n "auto" i s not ow ned b y or rent e d or l oa ned or ent i t y , f or repa i r, repl acement , t o y o u or the i ns ured; P age 4 o f 21 HG 00 0 1 09 16
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m. Damag e T o I mpai red Property Or Prop ert y enhancement , res t orati on or mai nt e nance No t P hysical ly I nj ured of s uch property f or any reas on, incl udi n g prev e nt ion of inj ur y to a p ers on or dam age " P ro perty damage" t o "i m pai red propert y " or t o another 's propert y ; property t ha t has no t been ph y s i cal ly i njured, (2) P r em i s es y ou s el l, gi v e a w ay or aban don, ari s i ng out of :
i f t he " propert y dam age " ari s es out of an y (1) A def ect, def i ci e ncy , i nade quac y or part of thos e prem i s es ; dangerous cond i ti on i n "y our product " or (3) P ropert y l oaned to y o u; "y our w ork " ; or
(4) P ers ona l property in t he care, cus t od y or (2) A d el a y or f ail ure b y y ou or an y on e acti ng cont rol of t he i ns ured; on y o ur behal f to perf or m a contract or (5) That part i cul ar part of real property on agreem ent i n accordance w i t h i ts term s . w hi ch y ou or an y cont ractors or Thi s ex cl us i on does not a pply to t he l os s ofs ubcont ractors us e of ot h er propert y ari s ing out of s udden w orki ng di rectl y or i nd i rect ly on y o ur b ehal f and acci d ental p hy s i cal i nj ur y to "y our are perf orm i ng opera t i o ns , i f t he "property product" or "y our w ork " af t er i t has been p ut dam age " ari s es out of t hos e op erat ions ; or t o i t s i ntend ed us e . (6) That parti cul ar part of an y property that n . Recall O f P rod ucts, W o rk O r I mpairedm us t be res tored, repai red or repl ace d P rop e rty becaus e " y our w ork " w as i ncorrect ly Dam ages cl ai m ed f or an y l os s , cos t or perf or med on i t. ex pens e i ncurred b y y ou or ot h ers f or t he l os sP aragra phs (1), (3) and (4 ) of t hi s ex cl us i on of us e, w i thdraw al, recall , i ns pect ion, re pai r, do n ot app l y to " propert y d am age " (ot h er than repl acem ent, adjus t ment , rem ov al or di s pos al dam age by f i re) t o prem i s es , i ncl ud i ng the of : cont ents of s uch prem i s es , rent ed t o y o u f or a (1) "Y our product"; peri od of s ev e n or f e wer cons ecuti v e da y s . A s eparat e l i mi t of i ns urance appl i es t o Damage (2) "Y our w ork " ; or To P remi s es Rent ed To You as des cri b ed i n (3) "I mpai red pro perty "; S ecti on I II - Li mi t s O f Ins urance. i f s uch product , w ork, or pr opert y i s w i thdraw n P aragra ph (2) of t hi s ex cl us i on does not app l y or recal l ed f rom the mar ket or f ro m us e b y i f t he prem i s es are " y our w ork" and wer e any pers on or organ i zati on becaus e of a nev er occupied, rented or hel d f or rental by known or s us pect e d def ect, def i ci enc y , y ou . i nadeq uacy or danger ous cond i t ion i n i t . P aragra phs (3) and (4) of thi s ex cl us ion do o . P er so nal An d Adve rti sin g I nj urynot app ly to "propert y d amage" ari s i ng f ro m " Bodi ly i njury" ari s i ng out of " pers onal an d t he us e of el e v a t ors . adv ert i s ing i nj ur y ".P aragra phs (3), (4), (5) and (6) of t hi s ex cl us i on do n ot ap ply t o l i abil i ty as s umed p . Ac cess or D i sclosu re Of Co nfi den tial O r under a s i d et rack agreeme nt. P er so nal In formati on And Data-related L iab il ityP aragra phs (3) and (4) of thi s ex cl us ion do not apply t o "property da m age" t o borrow ed Dam ages ari s i ng out of :
equi pment w hil e not bei n g us ed to perf orm (1) A n y acces s to or di s cl os ure of an y operati ons at the job s i t e. pers on's or organ i zat ion's conf i denti al or P aragra ph (6) of t hi s ex cl us i on does not app l y pers onal i nf orm ati on, i ncludi ng patent s , t o " property damage" i ncl uded i n t h e t rade s ecrets , proces s i ng met hods , " products -co mpl et ed op erati ons h azard". cus t omer l i s t s , f i nanci al inf orm ati on, credi t k. Damag e T o Yo ur Pro du ct card i nf orm ati on, he al th i nf orm ati on or an y ot her ty p e of nonpu bl i c i nf orm ati on; or " P ro perty damage" t o "y o ur product" ari s i ng out of i t or an y part of i t. (2) The l os s of , l os s of us e of , dam age to, corrupt i o n of , i nabil i ty to acces s , orl . Damag e T o Yo ur W o rk i nabil i ty to mani pul ate el ectroni c data. " P ro perty dam age " t o "y ou r w ork " ari s i ng out Thi s ex cl us i on appli es e v en i f dam ages are of i t or an y p art of i t and i ncl uded in t he cl ai m ed f or noti f i cat i o n cos t s , credi t " products -co mpl et ed op erati ons h azard". m oni tori ng ex pe ns es , f orens i c ex pe ns es , Thi s ex cl us i on does not apply i f the dam aged publ i c re l ati ons ex pens es or an y other l os s ,w ork or the w ork out of w hi ch the dam age cos t or ex pens e i ncurred b y y ou or ot h ersari s es was p erf or med on y our beh al f by a ari s i ng out of t hat w hi ch i s des cri bed i n s ubcont ractor. P aragraph (1) or (2) abov e.

HG 00 0 1 0 9 16 P age 5 o f 21
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How ev er, unles s Parag raph (1) abov e det ox i fy i ng or ne ut ra l i zi ng or i n any appl i es , t h i s ex cl us i on d oes not ap ply t o w ay res p ondi ng t o or as s es s i ng t he dam ages becaus e of "bodil y inj ur y ". ef f ect s o f an "as bes tos ha zard" . s. Reco rdi ng An d Distrib uti on O f Materi al Or A s us ed i n thi s ex clus i on, el ectroni c d at a I nfo rmatio n In V iol atio n Of L awm eans i nf orm ati on, f acts or program s s tored as or on, creat e d or us ed o n, or trans mi t ted t o " Bodi ly i njur y " or "property dam age" ari s i n g or f ro m com puter s of t w are, i ncl udi n g s y s tem s di rect ly or i nd i rect ly out of an y acti on or and app l i cati ons s of tware , hard or f l opp y om i s s i on t hat v iol ates or i s al l ege d to v i ol ate:di s ks , CD-RO MS , t a pes , dri v es , cell s , d at a (1) The Tel epho ne C ons um er P rotecti on Act proces s i ng dev i ces or an y ot her m edi a wh i ch (TCP A), i ncl ud i ng an y am endm e nt of or are us ed w i th el ectroni cally cont ro l l ed addi ti on to s uch l a w;equi pment . (2) The CAN-S PAM Act of 2003 , i ncl ud i ng q . E mpl oymen t-Related Practices any amendm ent of or addi tion to s uch law ;" Bodi ly i njury" t o: (3) The Fai r Cred i t Reporti ng Act (FCRA ), an d (1) A pers on ari s i n g o ut of any "em pl o y ment- any am endment of or a ddi ti on to s uch l a w, rel at e d practi ces " ; or i ncl uding the Fai r and Accurat e Credi t (2) The s pous e, chi l d , parent, brot her or s i s ter Trans act i on A c t (F ACTA); or of t hat pers on as a cons equence of "bodi ly (4) A n y f ed eral , s t a t e or l ocal s tatut e, i nj ur y " t o t ha t pers o n at w hom any ordi nance or regu l ati on, ot her than the "em pl o y ment-rel ated pr act i ces " are TCP A or CAN-SP AM A ct of 2003 or FCRA di rect ed . and t he i r amendm ents and ad di ti ons , that Thi s ex cl us i on app l i es : addres s es , prohibi t s or l i m i ts the pri nti ng, di s s em i nati on, di s pos al, col l ecti ng, (1) W het her the i njury-caus i n g ev ent recordi ng, s endi ng, transmi t ti ng, des cri bed i n the def i n i t ion of " e mpl oy m ent- co m muni cat i ng or di s t ributi on of m ateri al rel at e d practi ces " occurs bef ore or i nf ormat i on.em pl o y ment , d uri ng em pl o y ment or af t er Damag e T o Premises Rented T o Yo u -em pl o y ment of that p ers on; E xc ep tio n Fo r Damag e By Fire, L ig htn in g Or(2) W het her t he i ns ured m a y be li abl e as an E xpl osi onem pl o y er or i n an y other ca paci ty ; a nd E x cl us i o ns c. t hrou gh h . and j . t hrou gh n . do not (3) To any obl i g at ion to s hare dam ages wi th apply t o d am age b y f i re, l i g ht ning or ex pl os i o n t o or repa y s om eone el s e w ho m us t pa y prem i s es w hi l e rented to y ou or t emporari ly dam ages becaus e of the inj ur y . occupi ed b y y o u w i th perm i s s i on of t he ow ner. A r. Asbestos s eparat e l i mi t of i ns ura nce appli es to t h i s (1) "Bodi ly i njury " or "property damage" cov erag e as des cri bed i n S ecti on I II - Li m i ts O fari s i ng out of t he " as bes tos ha z ard ". I ns urance. (2) A n y damages , judgm ent s , s et tl em ents , CO VE R AGE B PE R S ONAL AN D ADVE RT IS ING l os s , cos t s or ex pe ns es that: I NJURY L I ABI LI T Y (a) M a y be aw arded or i ncurred by reas on 1. I nsu rin g Agreem en t of any cl ai m or s ui t al legi ng actual or a. W e wi ll pa y thos e s ums that t he i ns ured t hreatene d i njury or damage of any becom es l egal ly obl igated to pa y as damagesnat ure or ki nd to pers ons or property becaus e of " pers onal and adv erti s i ng i nj ur y"w hi ch wo ul d not hav e occurred i n t o w hi ch thi s i ns urance ap pl i es . W e wi ll ha v ew hol e or i n part but f or t h e "as bes tos t he ri ght and duty t o def end t he i ns ured hazard"; agai ns t an y " s ui t " s eeki ng thos e damages . (b ) A ri s e out of an y requ es t , demand, How ev er, we wil l hav e no duty to def end t he order or s t a t utor y or regu l at or y i ns ured a gai ns t an y " s ui t" s eeki ng da magesrequi rem ent that an y ins ured or ot hers f or "pers onal and adv erti s i ng i njury " t o w hi ch t es t f or, m oni tor, cl ean up, remov e, t hi s ins urance does n ot a pply . W e may , at ourencaps ul ate, cont a i n, treat, det ox i fy or di s cret i o n, i nv es ti gate an y of f ens e and s ett l e neut ra l i ze or i n an y wa y re s pond t o or any cl a i m or "s ui t " t hat m a y res ul t. But: as s es s the ef f ect s of an "as bes tos (1) The am ount w e w i ll pa y f or damages i s hazard"; or l i m i ted as des cri b ed i n Secti on I II - Li mi t s(c) A ri s e out of any cl a i m or s ui t f or O f I ns urance; anddam ages becaus e of tes t i ng f or, (2) O ur ri ght and duty to def en d end w he n w e m oni tori ng, cleani n g up, re mov i n g, hav e us ed up t he appli cabl e l i mi t ofencaps ul ati ng, contai n i ng , treati ng, i ns urance i n the pa y ment of j udgm ents or P age 6 o f 21 HG 00 0 1 09 16
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s et tl em ents under Co v era ges A or B or h . Wron g Desc ri pti on O f P rices m edi cal ex pens es under Cov erage C. " Pers onal and ad v erti s i ng inj ur y " ari s i ng out of No other o bl i gati o n or l i abil i ty to pa y s um s or t he wr ong des cri pti o n of the pri ce of g oods , perf or m acts or s erv i ces i s cov ered unles s product s or s erv i ces . ex pl i ci tly pro v ided f or under S upp l em entary i . I nfri ng ement O f In tellectu al Pro pert y P a y m ents - Cov erages A and B. Ri gh ts b . Thi s i ns urance appli es to " pers ona l and (1) "Pers onal an d adv erti s i ng i nj ur y " ari s i ng adv ert i s ing i nj ur y " caus ed by an of f ens e out of an y actual or a l l eg ed i nf ri n gem ent ari s i ng out of y our bus i n es s but only i f the or v i o l ati on of an y i ntel lect ual property of f ens e was com mi t ted i n the " cov erage ri ght s s uch as cop yri ght , patent, t erri tory " duri ng the p ol i c y peri od. t rademar k , trade name, trade s ecret, t rad e

2. E xclusi on s dres s , s erv i ce m ark or other des ignati on of ori gi n or authenti ci ty ; orThi s i ns urance does not a pply t o:
(2) A n y i nj ur y or dam age a l l eg ed i n an y cl ama. Kn owi ng V io lati on O f Ri gh ts O f Ano ther or " s ui t" t hat a l s o al l e ges an i nf ri ngement " Pers onal and adv ert i s i ng i njury " ari s i ng out of or v i o l ati on of an y i ntel lect ual property an of f ens e co m mi t ted by , at t he d i rect i o n or ri ght , w hether s uch al l ega t i o n of w i t h t h e cons ent or acqui es cence of t he i nf ri ngem ent or v i ol ati o n i s made by y ou or i ns ured w i th the ex pectat i o n of i nf l i cti ng by an y ot her part y i nv ol v ed i n the cl ai m or " pers onal and ad v erti s i n g inj ur y ". " s ui t", regardles s of w hether t hi s b . Material P ub li shed W i th Kno wled ge Of i ns urance w oul d other wi s e apply .

F alsi t y How ev er, thi s ex cl us i on does not app l y i f the " Pers onal and ad v erti s i ng inj ur y " ari s i ng out of only all egati on i n t he cl ai m or "s ui t " i nv olv ing oral , wr i t ten or e l ect ro ni c pub l i cati on, in an y any i n t ell ect u al property ri g ht i s l i m i ted t o :
m anner, of mat eri al , i f done b y or at the (1) Inf ri ngem ent, i n y o ur "adv erti s em ent", of : di rect ion of the i ns ur ed w i th k now l edge of i t s (a) Cop y r i ght;f al s i ty . (b ) S l o gan; or c. Material P ub li shed Prio r T o Po li cy Peri od (c) Ti t l e of an y l i terar y or arti s t ic w ork ; or" Pers onal and ad v erti s ing i njury " ari s i ng out of (2) Cop y i ng, i n y our " adv erti s em ent", a oral , wr i t ten or e l ect ro ni c pub l i cati on, in an y m anner, of m ateri al whos e f i rs t publi cat ion pers on's or orga ni zati on's "adv erti s i ng t ook pl ace bef ore t he beg i nning of t he po l i cy i dea" or s ty le of "adv ert i s e m ent" . peri od. j . I nsu reds In M ed ia And I ntern et T yp e d . Cri min al Acts Bu sin es ses
" Pers onal and ad v erti s i ng inj ur y " ari s i ng out of " Pers onal and ad v erti s i n g i nj ur y " com m i tt ed a cri m i nal act com m i tt ed b y or at t h e di recti on by an i ns ured whos e bus i n es s i s :
of the ins ured. (1) A d v erti s i ng, broadcas ti ng, publ i s h i ng or e. Co ntractu al Liab il ity t el ecas ti ng ;
(2) Des i gni n g or determ i ni ng cont ent of w eb " Pers onal an d adv erti s i ng inj ur y " f or w hi ch the i ns ured has as s umed l i abi li ty i n a contract or s i t es f or others ; or agreem ent. Thi s ex cl us i on does not apply t o (3) A n Int er net s earch, acces s , cont ent or l i abil i ty f or damages t hat the i ns ured w oul d s erv i ce prov i der. hav e i n the a bs ence of t he cont ract or How ev er, t h i s ex cl us ion does no t apply t o agreem ent. P aragra phs a., b. and c. of t he def i n i ti on off. Breach Of Con tract " pers onal and ad v erti s i n g i njury" under the " P e r so na l a nd a dv e r t i si n g i n j u ry " a r i s i n g ou t o f a Def i ni ti ons S ecti on. b r e a ch o f c o n t r a c t , e x ce p t an i m p l i e d c o n t r a c t t o F or the purpos es of thi s ex cl us i on, t he pl acing u se a no t h e r ' s " a dv er t i si ng i d ea" i n y o ur of f ram es , borders or l i nks , or adv erti s i ng, f or" a d v e rt i s e m e nt " . y ou or ot h ers an y w here on t he Internet, i s not g . Q ual ity Or Perfo rmance Of G oo ds - F ail ure by i ts el f , cons i dered the bus i nes s of T o Co nfo rm T o Statemen ts adv ert i s ing, broadcas ti ng, publ i s h i ng or t el ecas ti ng ." Pers onal and ad v erti s i ng inj ur y " ari s i ng out of k. E lectron ic Chatroo ms O r Bu ll etin Bo a rd st he f ail ure of go ods , pr oducts or s erv i ces t o conf or m w i t h an y s t atem ent of qual ity or " Pers onal and ad v erti s ing i njury " ari s i ng out ofperf or mance m ade i n y o ur " adv erti s em ent". an e l ect ro ni c cha t room or bul l e t i n b oard the HG 00 0 1 0 9 16 P age 7 o f 21
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(4) Com puter code, s of tw are or program m i ng i ns ured hos ts , ow ns , or ov er w hi ch the i ns ured ex erci s es control . us ed to enable:
l . Un auth ori zed Use Of Ano ther's Name Or (a) Y our w eb s i te; or P rod uct (b ) The pres entat ion or f unct ional i t y of an " Pers onal and ad v erti s i ng inj ur y " ari s i ng out of " adv erti s em ent" or ot h er cont ent on t he u nauthori zed us e of another's nam e or y our w eb s i te. product in y o ur e-m ai l addr es s , domai n nam e q . Ri gh t O f P rivac y Cre ated B y S tatuteor met atags , or an y other s i m i l ar t acti cs to " Pers onal and ad v erti s i ng inj ur y " ari s i ng out ofm i s l ead another's po t enti a l cus t omer s . t he v i ol ati on of a pers on's ri ght of pri v ac y m. P ol lu tio n creat ed b y an y s tate or f ederal act . " Pers onal and ad v erti s i ng inj ur y " ari s i ng out of How ev er, t h i s ex cl us ion does no t apply t o t he act ua l , al l e ged or t hre at en ed di s charge, l i abil i ty f or damages t hat t he ins ured w ou l d di s pers al , s eepage, m i grati on, rel eas e or hav e i n t h e abs ence of s uch s t ate or f ederales cape of " poll utant s " at an y t i me. act . n . P ol lu tio n-Rel ated r. V io lati on O f An ti-T ru st l a w A n y l os s , cos t or ex pens e ari s i ng out of an y : " Pers onal and ad v erti s i ng inj ur y " ari s i ng out of (1) Reques t, dem and, ord er or s t atut or y or a v i o l ati on of an y anti -t rus t law . regul ator y re qui rement that any ins ured or s. S ecuriti esot hers t es t f or, m oni tor, cl ean up, remov e, " Pers onal and ad v erti s i ng inj ur y " ari s i ng out ofcont ain, t reat, detox i fy or neut ra l i ze, or i n t he f l uctuati on i n pr i ce or v al ue of an y s t ock s ,any w a y res pond to, or as s es s the ef f ects bonds or other s ecuri ti es .of , "pol l u t ants "; or t. Reco rdi ng An d Distrib uti on O f M a terial O r (2) Cl ai m or s ui t b y or on behal f of a I nfo rmatio n In V iol atio n Of L awgov ernm ental authori ty f or dam ages " Pers onal and ad v erti s i n g inj ur y " ari s i ng becaus e of tes t i ng f or, m oni tori ng, di rect ly or i nd i rect ly out of an y acti on or cl eani ng up, remov i ng , cont ai n i ng, om i s s i on t hat v iol ates or i s al l ege d to v i ol ate:t reati ng, de t ox i fy i ng or ne ut rali zi ng, or i n any w ay res p ondi n g t o, or as s es s i ng the (1) The Tel epho ne C ons um er P rotecti on Act ef f ect s o f , " pol l utants ". (TCP A), i ncl ud i ng an y am endm ent of or addi ti on to s uch l a w;o . War
(2) The CAN-S PAM Act of 2003 , i ncl ud i ng " Pers onal a nd a dv ert i s ing i njury ", how ev er any amendm ent of or addi tion to s uch law ;caus ed, ari s i n g, di rectly or indi rectl y , out of :
(3) The Fai r Cred i t Reporti ng Act (FCRA ), an d (1) W ar, i ncl udi ng und ecl ared or ci v i l w ar; any am endment of or a ddi ti on to s uch l a w, (2) W arl i k e acti on b y a m i l it ar y f orce, i ncl ud i ng i ncl uding the Fai r and Accurat e Credi t act i on i n hi n deri ng or def en di ng ag ai ns t a n Trans act i on A ct (FACTA ); oract ual or ex pected at tack , b y an y (4) A n y f ed eral , s t a t e or l ocal s tatut e, gov ernm ent, s ov erei gn or ot her authori t y ordi nance or regu l ati on, ot her than the us i ng m i l i tar y pers onne l or other agents ; TCP A or CAN-SP AM A ct of 2003 or FCRA or
and t he i r amendm ents and ad di ti ons , that (3) I n s u r r e c t i o n , r e be l l i on , re v o l u t i o n, u s u r p ed addres s es , prohibi t s or l i m i ts the pri nti ng, p o wer , o r a ct i o n t a k en b y go v e rn m e nt al di s s em i nati on, di s pos al, col l ecti ng, a u t h o ri ty i n hi n de r i ng o r d ef e n d i n g a g ai n st recordi ng, s endi ng, transmi t ti ng, a ny o f t h e se. co m muni cat i ng or di s t ributi on of m ateri al p . I ntern et Advertisemen ts And Con tent O f or i nf ormat i on.O thers u . E mpl oymen t-Related Practices" Pers onal and adv ert i s i ng i njury" ari s i ng o ut " Pers onal and adv erti s i ng inj ur y " t o:of :
(1) A pers on ari s i n g o ut of any "em pl o y ment-(1) A n "adv ert i s ement " f or ot he rs on y our w eb rel at e d practi ces " ; ors i t e; (2) The s pous e, chi l d , parent, brot her or s i s ter (2) P l ac i ng a l i nk t o a w eb s i te of ot hers on of that pers on as a cons equ ence of y our w eb s i te; "pers onal an d a dv ert i s ing i nj ur y " t o that (3) Cont e nt , i ncl u di ng inf or m ati on, s ounds , pers on at w hom an y " em pl o y ment-rel ated t ex t, gra phi cs , or i m ages f rom a w eb s i te pract i ces " are d i rect ed.of others di s pl a y ed w i thin a f ra me or border o n y our w eb s i te; or
P age 8 o f 21 HG 00 0 1 09 16
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CO VE R AGE C MEDI C AL PAYMENT S Thi s ex cl us i on app l i es :
(1) W het her the i njury-caus i n g ev ent 1. I nsu rin g Agreem en t des cri bed i n the def i n i t ion of " e mpl oy m ent- a. W e w i l l p ay m edi cal ex pens es as des cri bed rel at e d practi ces " occurs bef ore bel o w f or "bodi ly i nj ur y " caus ed b y an em pl o y ment , d uri ng em pl o y ment or af t er acci dent: em pl o y ment of that p ers on; (1) O n prem i s es y ou ow n or re nt ; (2) W het her t he i ns ured m a y be li abl e as an (2) O n w a y s nex t to prem i s es y o u ow n or em pl o y er or i n an y other ca paci ty ; a nd rent ; or (3) To any obl i g at ion to s hare dam ages wi th (3) B ecaus e of y o ur oper at ions ;or repa y s omeone e l s e w ho mus t pay prov i ded t h at : dam ages becaus e of the inj ur y . (1) The acci dent t ak es pl ace in t he "cov erage v. Asbestos t erri tory" and duri ng the pol icy peri od; (1) "Pers onal an d adv erti s i ng i nj ur y " ari s i ng (2) The ex pens es are i ncurre d and reported out of the "as bes t os ha z ard ". t o us w i thi n three y ears of the da t e of the (2) A n y damages , judgm ent s , s et tl em ents , acci dent; and l os s , cos t s or ex pe ns es that:
(3) The i nj ured pers on s ubm i ts t o (a) M a y be aw arded or i ncurred by reas on ex am i nati on, at our ex pens e, b yof any cl ai m or s ui t al legi ng act ua l or phy s i ci ans of our ch oi ce as of ten as w e t hreatene d i njury or damage of any reas onably requi re.nat ure or ki nd to pers ons or property b . W e w i l l ma k e thes e pa y ments regard l es s ofw hi ch wo ul d not hav e occurred i n f aul t . Thes e pay m ents w i l l no t ex ceed the w hol e or i n part but f or t h e "as bes tos appl i cab l e l i mi t of i ns ura nce. W e w i l l p ay hazard"; reas onabl e ex pe ns es f or:(b ) A ri s e out of an y requ es t , demand, (1) F i rs t ai d adm i ni s tered at the t i me of an order or s t a t utor y or regu l at or y acci dent; requi rem ent that an y ins ured or ot hers t es t f or, m oni tor, cl ean up, remov e, (2) Neces s ary m edi cal, s urgical , X -ray and encaps ul ate, cont a i n, treat, det ox i fy or dental s erv i ces , i ncludi ng pros theti c neut ra l i ze or i n an y wa y re s pond t o or dev i ces ; and as s es s the ef f ect s of an "as bes tos (3) Neces s ary ambul ance, hos pi tal , hazard"; or prof es s i onal nurs i ng and f uneral s erv i ces . (c) A ri s e out of any cl a i m or s ui t f or 2. E xclusi on s dam ages becaus e of tes t i ng f or, W e w i l l not p ay ex pe ns es f or " bodily inj ur y ": m oni tori ng, cleani n g up, re mov i n g, encaps ul ati ng, contai n i ng , treati ng, a. Any I nsu r ed det ox i fy i ng or ne ut ra l i zi ng or i n any To an y ins ured, ex cept "v olunt e er work ers " . w ay res p ondi ng t o or as s es s i ng t he b . Hi red P e rso nef f ect s o f an "as bes tos ha zard" .

To a pers on hi red t o do w ork f or or on beha l fw. Ac cess O r Di s cl osu r e Of Con fid enti al Or of an y i ns ured or a tenant of any i ns ured. P er so nal I nfo rm ati on c. I nj ury On No r mal ly O ccupi ed Premises" Pers onal and ad v erti s i ng inj ur y " ari s i ng out of any acces s to or di s cl os ure of an y pers on's or To a pers on i nj ured on that part of prem i s es organiz ati on's conf i dential or pers o nal y ou o wn or re nt t h at t h e pers on normal l y i nf orm ati on, i ncl u di ng patents , t rad e s ecrets , occupi es . proces s i ng met hods , cus t o m er l i s ts , f i nanci al d . Workers Co mpen s ati on And S imi lar L awsi nf orm ati on, credi t card i nf orm ati on, hea l t h T o a p e r son , wh e t he r o r n ot an " e m p l oy e e" o fi nf orm ati on or an y other ty pe of nonp ubl i c a ny i n s u r e d , i f be n e f i t s f o r t he " b od i l y i n j u ry " a r ei nf orm ati on. p ay a bl e o r m u st b e p r o v i d ed u n de r a w o r ke r s'Thi s ex cl us i on appli es e v en i f dam ages are c o m p e n s a t i on o r d i sab i l i ty be n e f i t s l aw o r acl ai m ed f or noti f i cat i o n cos t s , credi t si m i l a r l aw.m oni tori ng ex pe ns es , f orens i c ex pe ns es , e. Athl etics Activiti espubl i c rel ati ons ex p ens es or an y other los s , cos t or ex pens e i ncurred b y y ou or ot h ers To a pers on i njured w hi l e pract i c i ng, ari s i ng out of an y acces s t o or di s cl os ur e of i ns t ructi ng or parti ci pati ng i n an y ph y s i cal any pers on's or organ i zat ion's conf i denti al or ex erci s es or games , s ports , or at h l eti c pers onal i nf orm ati on. cont es ts .

HG 00 0 1 09 16 P age 9 o f 21
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f. P rod ucts-Co mpleted O peratio ns H azard as s u med by t he i ns ured i n the s am e "i ns ured cont ract" ; I ncl ud ed w i thi n t he "products -co mpl et e d d . The al l e gati ons in the "s ui t" and t h e operati ons hazard". i nf orm ati on w e kno w a bout t he " occurrence "g . Co v erag e A E x cl usi on s are s uch t hat no conf l i ct appears t o ex i s t E x cl ude d u nder C ov erage A . betwe en the int eres ts of t h e i ns ured and the S UPPL EMENT ARY PAYM E NT S - CO VER AG ES i nt eres ts of t h e indem ni tee;A AND B e. The i ndem ni tee and the i ns ured as k us to1. W e w i l l p ay , w i t h res pect to an y cl ai m w e conduct and control the def ens e of that i nv es t igat e or s et tl e, or an y "s ui t" agai ns t an i ndemni t ee ag ai ns t s uch " s ui t " and agre e t ha t i ns ured w e def end: w e can as s i gn t h e s ame couns el to def end a. A ll ex pe ns es we i ncur. t he i ns ured an d the i ndemni t ee ; and b . Up t o $1 , 00 0 f or cos t of bai l bon ds requi red f. The i ndemni t ee : becaus e of acci dent s or traf f i c l aw v i ol ati o ns (1) A grees i n w ri ti ng to: ari s i ng o ut of the us e of an y v ehi cle to w hi ch (a) Cooperate w i th us i n t he inv es ti ga t i o n, t he Bodil y Inj ur y Li ab i l i t y Cov erage appli es . s et tl em ent or def ens e of the " s ui t"; W e do not hav e t o f urni s h thes e b onds . (b ) I m m edi ately s end us co pi es of an y c. The cos t of appeal bonds or bonds to rel eas e dem ands , noti ces , s um mons es or l ega l at tachm ents , but on ly f or bond am ounts papers recei v ed i n conn ecti on w i th t h e w i t h i n the app l i cable li m i t of i ns uranc e. W e do " s ui t"; not hav e t o f urni s h t h es e b onds . d . A ll reas ona bl e ex pens es i ncurred b y the (c) Not i fy an y other i ns urer w hos e i ns ured at our re ques t to as s i s t us i n t h e cov erag e i s av ail abl e to the i nv es t igati on or def ens e of t he cl ai m or "s ui t ", i ndemni t ee; a nd i ncl uding actua l los s of earni ngs up to $500 a (d ) Cooperate w i t h us wi th res pect today beca us e of t i me of f f rom work . coordi nati ng other appl i ca bl e e. A ll court cos t s t ax ed aga i ns t the i ns ured i n i ns urance av ail abl e to the i nd em ni tee; t he " s ui t " . How e v er, s uch cos t s do not and
i ncl ude attorne y s ' f ees , at torne y s ' ex pens es , (2) P rov i d es us w i th writ ten authori zati on t o: w i t n es s or ex pert f ees , or any other ex pe ns es (a) O btai n records a nd other i nf ormat i on of a party t ax ed t o the i ns ured. rel at e d to t he "s ui t"; and f. P rejudgm ent i nteres t aw arded agains t t he (b ) Conduct a nd co nt ro l the de f ens e of t he i ns ured on t hat part of t he j udgment w e pa y . I f i ndemni t ee i n s uch " s ui t". w e m ake an of f er to pa y t h e appli cabl e l i m i t of i ns urance, we w i ll not pa y any prejudgm ent S o long as the abo v e condi ti ons are met , i nt eres t bas e d on that period of ti m e af ter t he at torne y s ' f ees i ncurred by us i n t he def ens e of of f er. t hat i ndemni t ee, n eces s ary l i ti gati on ex pe ns es i ncurred b y us and neces s ar y l i ti gati on ex p ens es g . A ll i nteres t on the f ul l am ount of an y j u dgm ent i ncurred b y the i nd em ni tee at our reques t w i l l be t hat accrues af t er ent r y of t he judgm ent and pai d as Sup pl em entar y Pay m e nt s . bef ore w e ha v e p ai d, of f ered to pa y , or Notwit hs tanding the pro v i s i ons of Paragraph depos i ted i n co urt t he par t of the judgm ent

2. b. (2) of Secti on I - Cov erage A - Bodi ly Inj ur y t hat i s wi thin the appli cabl e l i mi t of i ns urance.

A nd Propert y D am age Li a bi l i t y , s uch pa y mentsThes e pa y ment s w i l l not reduce the l i m i ts of w i l l not be deemed t o be dam ages f or " bodi lyi ns urance. i nj ur y " and "property d am age" and wil l not reduce 2. I f we def end an i ns ured a gai ns t a "s ui t" and an t he l i mi t s of i ns urance. i ndemni t ee of the i ns ured i s al s o named as a O ur obl i gati o n to def en d a n i ns ured's indem ni tee party t o the "s ui t", w e w i ll d ef end that i ndemni t ee and t o pa y f or at torne y s ' f ees and neces s ary i f al l of t he f ol l o w i ng co ndi ti ons are met :
l i ti gati on ex pe ns es as S up pl em entary P a y m ents a. The " s ui t" agai ns t t h e i ndemni t ee s eek s ends wh en: dam ages f or w hi ch the i ns ured has as s umed a. W e hav e us ed up t h e app l i cabl e l i mi t oft he l i ab i l i ty of the i ndemni t ee i n a co nt ract or i ns urance i n the pa y m ent of j udgment s oragreem ent that i s an "i ns ured cont ract"; s et tl em ents ; or b . Thi s i ns urance app l i es t o s uch l i ab i l i t y b . The condi ti ons s et f orth ab ov e , or the t erms ofas s u med b y t he i ns ure d; t he agr eem ent des cri bed i n Paragra ph f.c. The obl i g at ion to def end, or t he cos t of t he abov e, are no l ong er met .def ens e of , that i ndemni t ee, has al s o been P age 10 o f 21 HG 00 0 1 09 16
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S ECT I ON II - WHO IS AN INS UR E D " v ol unteer work er" as a cons equence of Paragraph (1)(a) abo v e; 1. I f y ou are des i gn at ed i n the Decl arati ons as :
(c) F or w hi ch t here i s an y o bl i gati on t o a. A n i nd i v i dua l , y ou and y o ur s p ous e ar e s hare damages wi th or rep ay s om eone i ns ureds , b ut on l y w i t h res pect to t he co nduct el s e w ho mus t pa y damages becaus e of a bus i nes s of w hi ch y ou are the s ol e of t he i njury des cri b ed i n Paragraphsow ner. (1)(a) or (1)(b ) abov e; or b . A p art ners hip or j o i nt v enture, y o u are an (d ) A ri s i n g out of hi s or her prov i d i ng or i ns ured. Y our m embers , y our partners , and f ai l i ng to pro v ide prof es s i onal healt h t hei r s pous es are al s o ins ureds , but only w i th care s erv i ces . res pect t o the con duct of y our bus i nes s .

I f y o u are not i n the bus i n es s of prov i d i ng c. A li m i ted l i ab i l i t y com pan y , y o u are an prof es s i onal heal th care s erv i ces :i ns ured. Y our me mbers are al s o i ns ureds , but (a) S ub paragraphs (1)(a) , (1)(b ) and (1)(c)only w i th res pect to t he conduct of y our bus i nes s . Y our m anagers are i ns ureds , bu t abov e do not app l y to an y " em pl o y ee " only w i th res pect to t h ei r dut ies as y our or " v ol unteer work er" prov i di n g f i rs t ai d m anagers . s erv i ces ; a nd
d . A n orga ni zati on other than a partners hip, j o i nt (b) S ub paragraph (1)(d ) abov e does not v en t ure or l i m i ted l iabi li ty co mpany , y ou are apply t o an y nurs e, emergency m edi cal an ins ured. Y our "ex ecuti v e of f i cers " and t echni c i an or param edi c empl oy ed b y di rect ors are i ns ureds , bu t only w i th r es pect t o y ou to prov i de s uch s erv i ce s . t hei r duti es as y our of f i cers or di rectors . Y o ur (2) "P ro perty dam age" t o prop erty :s t ock hol ders are al s o i ns u reds , but only w i t h (a) O w ned, occupi ed or us ed by , res pect t o thei r l i ab i l i ty as s t ock hol ders . (b ) Rent e d t o , in t h e care, cus t od y or e. A trus t , y o u are an i ns ure d. Y our trus t e es are cont rol of , or ov er w hich ph y s i cal al s o ins ureds , but o nly w i th res pect to t he i r cont rol i s be i ng ex erci s ed f or an y dut ies as t rus tees . purpos e by 2. E ach of the f ol l o wing i s al s o an i ns ure d: y ou , an y of y our " em pl o y e es ", " v ol unteer a. E mpl oyees An d V ol un tee r W o rke rs w orkers ", any partner or me mber (i f y ou Y our " v ol unteer w ork ers " only w hi le are a partners hi p or joi nt v ent ure), or an y perf or mi ng duti es rel ated t o the con duct of m em ber (i f y ou are a l i m i ted l i ab i l i ty y our bus i n es s , or y our "em pl o y ees ", ot h er co mpany ). t han eit her y our "ex ecut iv e of f i cers " (i f y o u are b . Real Estate M an ageran organiz a t i o n other t h an a partners hi p, joi nt A n y pers o n (ot h er t h an y our "em pl o y ee " or v en t ure or l i mi t ed l i ab i l i t y com pan y ) or y our " v ol unteer w orker " ), or an y organiz ati on w hil e m anagers (i f y ou are a l i mi t ed l i abil i ty act i ng as y o ur rea l es tate m anager.co mpany ), but on ly f or acts w i t h i n the s cope c. T emp orary Custo di ans O f You r P rop e rtyof t hei r empl oy m en t b y y ou or w hi l e perf or mi ng duti es rel ated t o the con duct of A n y pers on or organiz a t ion h av i ng proper y our bus ines s . t emporary cus tod y of y our propert y i f y o u di e, but only : How ev er, none of thes e " em pl o y ees " or " v ol unteer w orkers " are ins ureds f or: (1) W i t h res pect t o l i ab i l i t y aris i ng out of the m ai ntenance or us e of that property ; a nd (1) "Bodi ly i nj ur y " or "pers onal and adv erti s i ng i nj ur y ": (2) Unt il y our legal re pres entat iv e has bee n appoi nted. (a) To y ou, t o y our p art ners or me mber s (i f y ou are a partners hi p or j oint v enture), d . L egal Representati v e If You Di et o y o ur me mbers (i f y ou a re a l i mi t ed Y our l ega l repres entati v e if y ou di e, but on l y l i abil i ty company ), t o a co -" em pl o y ee " w i t h res pect to duti es as s uch. Thatw hi l e i n the cours e of hi s or her repres ent a t iv e w i l l ha v e al l y our right s an d em pl o y ment or perf orm i ng du t i es dut ies un der thi s Cov erage Part . rel at e d to t h e con duct of y o ur e. Un named S ubsi di a rybus i nes s , or t o y our othe r " v o l unteer w orkers " whil e perf orm i ng duti es A n y s ubs i di ar y , and s ub s i di ar y thereof , of rel at e d to t h e con duct of y o ur y ours wh i ch i s a l ega l ly i ncorporated enti t y of bus i nes s ; w hi ch y ou o wn a f i nanci a l i n t eres t of m ore t han 50% of t he v oti ng s t o c k on t he ef f ecti v e (b ) To the s po us e, chil d, pare nt, brother or dat e of t he Cov erage Part. s i s t er of that co-" em pl o y ee" or that HG 00 0 1 0 9 16 P age 11 o f 21
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The i ns urance af f orded herei n f or an y A pers on or orga ni zati on i s an ad di ti onal i ns ure d s ubs i di ar y n ot named i n thi s Co v erag e Part under t h i s prov i s i on only f or t hat peri od of ti me as a nam ed i ns ured does not a pply to i njury requi red b y the contract or agreem ent. or dam age w i t h res pect t o w hi ch s uch i ns ured How ev er, no s uch pers on or orga ni zati on i s an i s al s o a nam ed i ns ured under another pol i c y i ns ured under t hi s prov i s ion i f s uch pers on or or w oul d be a named i ns ured un der s uch organiz ati on i s i ncl ud ed as an ins ured b y an pol i c y but f or i ts term i nati on or t he ex haus ti on endors em ent i s s ue d b y us and m ade a p art ofof i ts l i mi t s of i ns urance. t hi s Cov erage Part .

3. Newl y Acqui red O r Fo rme d O rgan izati on a. V end ors A n y organiz ati o n y ou ne w l y acqu i re or f or m, A n y pers on(s ) or organiz a t i on(s ) (ref erred toot her than a partners hi p, joi nt v enture or l i mi t ed bel o w as v endor), but on l y w i th res pect to l i abil i ty company , and ov er w hi ch y ou m ai ntai n " bodil y i njur y " or " property d am age " ari s i ng f i nanci al i nteres t of more than 50% of t h e v oti ng out of "y our products " wh i ch are di s tri buted or s t ock , w i l l qua l i f y as a Named Ins ured i f t here i s s ol d in the regul ar cours e of the v end or'sno other s i m i l ar i ns uran ce av ai labl e to that bus i nes s and o nly i f t h i s Cov erage Part organiz ati on. How ev er: prov i des cov erage f or "bodi ly i nj ur y " or a. Cov erage und er t hi s pro v i s i on i s af f orded on l y " property dam age " i ncl uded w i thi n the unt il the 180th da y af t er y ou acq ui re or f orm " products -co mpl et ed op erati ons h azard". t he orga ni zati on or t he end of t he poli cy (1) The i ns urance af f orded the v end or i s peri od, w hi che v er i s earl i er; s ubj ect to the f ol l o wing a ddi ti ona l b . Cov erage A does not apply to " bodil y i nj ur y " ex cl us i ons :
or " property dam age " t ha t occurred bef ore Thi s i ns urance does not a pply t o:y ou acqu i red or f orm ed t he organ i zat ion; and (a) " Bodi ly i njur y " or "property dam age" f orc. Cov erage B does no t ap pl y t o "pers ona l and w hi ch the v end or is ob l i gated to pa y adv ert i s ing i nj ur y " ari s i ng out of an of f ens e dam ages by reas on of the as s u mpt i on co m mi t ted bef ore y ou acqui red or f orm ed t he of l i abi li ty i n a contract or agreem ent. organiz ati on. Thi s ex cl us i on do es no t ap ply to

4. No no wned Watercraft l i abil i ty f or dam ages that the v end or w oul d h av e i n the abs e nce of t he W i t h res pect t o w at ercraf t y ou do not o wn t h at i s cont ract or agreement ;l es s t han 51 f eet l ong and i s not bei n g us ed t o (b ) A n y ex pres s w arrant y una ut hori zed b y carry pers ons f or a charge, a ny pers on i s an i ns ured w hi l e operati n g s uch w at ercraf t w i th y our y ou ; perm i s s i on. A n y ot h er pers on or org aniz ati on (c) A n y ph y s i cal or chemi cal c hange i n t h e res pons i bl e f or the conduct of s uch pers on i s product made i ntenti on al ly b y t he al s o an ins ured, but o nly w i th res pect t o l i abil i ty v en dor;ari s i ng out of t he operati o n of the watercraf t, and (d ) Repackagi ng , ex cept w hen unpack edonly i f no other ins urance o f an y ki nd i s av ail abl e s ol ely f or the purpos e of i ns p ect i o n, t o t h at pers on or or ganiz ati on f or thi s l i abil i ty . dem ons trat i on, t es ti ng, or the How ev er, no pers on or organiz ati o n i s an i ns ured s ubs t i tuti on of parts under i ns t ructi ons w i t h res pect to: f ro m t he m anuf acturer, and then a. " Bodi ly i nj ur y" to a co-"em pl o y ee" of the repackaged i n t h e origi nal contai ner; pers on o perati ng t h e watercraf t; or (e) A n y f ail ure to m ak e s uch i ns pecti ons , b . " P ro perty d am age " t o propert y o wne d b y , adj us tm ents , t es ts or s erv i ci ng as t h e rent ed t o, i n t he charge of or occupied b y y ou v en dor has agreed to m ake or nor mal l y or t he em pl o y er of an y pers on w ho i s an undertakes t o m ake i n the us ual i ns ured under t h i s pro v i s ion. cours e of bus i nes s , i n con nect i o n wi th t he di s tri buti on or s al e of the products ;5. Add iti on al I nsureds When Requ ired B y Written Con tract, Written Agree men t Or (f) Dem ons trat i on, ins t all ati on, s erv i ci ng P erm i t or repai r operati ons , e x cept s uch
operati ons perf ormed at the v en dor's The f ol l o w i ng pers on(s ) or organiz ati on(s ) are an prem i s es i n connecti on w i th the s al e of addi ti ona l ins ured wh en you ha v e agree d , i n a t he product;writ ten contract , w ri tt e n agreement or becaus e of (g ) P roducts wh i ch, af t er di s tri buti on or a permi t i s s ued b y a s tate or po l i ti cal s ubdiv i s ion, t hat s uch pers on or organiz ati on b e added as an s al e by y ou, hav e been l a bel ed or addi ti ona l i ns ure d on y o ur pol i c y , prov i ded t h e rel abeled or us ed as a co nt ainer, part i nj ur y or dam age occurs s ubs equen t t o t he or i ngred i ent of any ot h er thi ng or ex ecut i o n of t he contract or agreem ent. s ubs t ance b y or f or t he v endor; or P age 12 o f 21 HG 00 0 1 09 16
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(h ) " Bodi ly i nj ur y " or "property damage" om i s s i ons of thos e acti ng on y o ur be hal f :
ari s i ng out of the s ol e negli gence of t he (1) I n connecti on w i th y o ur pre m i s es ; or v en dor f or i ts o w n act s or om i s s i ons or (2) I n t he perf orm ance of y our ongo i ng t hos e of i ts em pl o y ees or any o ne el s e operati ons perf orm ed b y y o u or on y our act i ng on it s be hal f . H ow ev er, t h i s behal f .ex cl us i on does not ap ply to: W i t h res pect t o the i ns ura nce af f orded t hes e (i ) The ex cepti ons contai ned i n Sub- addi ti ona l i ns ureds , the f ol l o wing add i t ional paragraphs ( d ) or ( f) ; or ex cl us i on appli es :(i i) Such i ns pecti ons , adjus t ment s , Thi s i ns urance do es n ot app ly to "bodil y t es ts or s erv i ci ng as the v e ndor has i nj ur y ", "property d am age " or " pers onal and agreed t o m ake or norm al ly adv ert i s ing i njury " ari s i ng o ut of the rend eri ng undertakes to ma k e i n t he us ua l of or t he f ai l ure to render an y prof es s i onal cours e of bus i nes s , i n co nnect ion s erv i ces b y or f or y ou, i ncl u di ng:w i t h the d i s t ri b ut ion or s ale of t he 1. The preparing, appro v ing, or f ai l i ng to product s . prepare or appr ov e, m aps , s hop draw i n gs , (2) Thi s i ns urance do es n ot app ly to an y opi ni o ns , reports , s urv e y s , f i el d orders , i ns ured pers on or org aniz ati on, f rom change orders or draw i n gs and w hom y o u hav e acqui re d s uch product s , s peci f i cat i o ns ; oror an y ingredient , p art or cont ai n er, 2. S up erv i s ory , i ns pecti on, archi tect ura l or ent ering i nto, accompany i n g or contai ning engi ne eri ng act iv i t ies .s uch products .

Thi s ex cl us i on a ppl i es e v en i f t h e clai m sb . L essors O f Eq ui pmen t agai ns t an y i ns ured al lege negli gence or (1) A n y pers on (s ) or organiz ati on(s ) f ro m ot her w rong doi ng i n the s uperv i s i o n, hi ring, w hom y ou l eas e equipm ent; but on l y w i t h em pl o y ment , trai n i ng or m oni tori n g of ot h ersres pect t o thei r l i ab i l i t y f or "bodily inj ur y ", by that i ns ured, i f t he "occurrence" wh i ch "property damage" or "pers onal and caus ed t h e "bodi ly inj u ry " or "property adv ert i s ing i njury" caus ed, i n w hol e or i n dam age", or the of f ens e w hi ch caus ed t h e part , b y y our m ai ntenanc e, operati on or " pers onal and ad v erti s i ng inj ur y ", i n v o l v ed the us e of equipm ent l eas ed to y ou by s uch renderi ng of or the f ai l ure to render an y pers on(s ) or orga ni zati on(s ). prof es s i onal s erv i c es b y or f or y o u.(2) W i t h res pect t o the i ns urance af f orded t o e. P erm i ts I ssued By S t ate Or Po li tical t hes e a ddi ti ona l i ns ureds t hi s ins urance S ub di v i sio nsdoes not apply to an y "occurrence" w hi ch A n y s tat e or poli t i ca l s ubdiv i s i on, but only w i t h t ak es pl ace af t er t he eq ui pm ent l e as e res pect to operati o ns perf or med by y o u or on ex pi res . y our b ehal f f or w hi ch the s tat e or po l i ti cal c. L essors O f L and O r P r emises s ubdi v i s i on has i s s ued a perm i t. A n y pers on or orga ni zati on f rom whom y ou W i t h res pect t o the i ns urance af f orded thes el eas e l and or prem i s es , but only w i th res pect addi ti ona l ins ureds , thi s ins urance does not t o l iabi li ty ari s i n g out of the own ers hi p, apply t o:m ai ntenance or us e of t hat part of the l an d or (1) "Bodi ly i njury ", "property dam age" orprem i s es l eas ed to y o u. "pers onal and a dv ert i s ing i njur y " ari s i ng W i t h res pect t o the i ns ura nce af f orded t hes e out of operati o ns perf or med f or t he s tat e addi ti ona l i ns ureds the f ol l o wing add i t ional or muni ci pal i t y ; orex cl us i ons apply : (2) "Bodi ly i njury " or "property damage"Thi s i ns urance does not a pply t o: i ncl uded w i thi n the "products -co mpl et ed 1. A n y "occurrence" wh i ch tak es pl ace af t er operati o ns ha z ard " .y ou ceas e to leas e that l and; or f. Any Oth e r P art y2. S truct ura l al terat ions , ne w cons t ructi on or A n y other pers on or org aniz ati on w ho i s n ot dem ol i ti on operati ons perf ormed by or on an addi ti on al i ns ured u nder P aragra phs a.behal f of s uch pers on or organ i zat ion. t hroug h e . abov e, but on l y w i th res pect to d . Ar ch itects, E ng ineers Or S urve y ors l i abil i ty f or " bodily i nj ur y ", "property d am age" A n y archi tect , en gi neer, or s urv ey or , but only or "pers onal and adv erti s i n g i njury " caus ed, i n w i t h res pect t o l i ab i l i ty for " bod i ly i njury", w hol e or i n part, b y y our a ct s or omi s s i ons or " property dam age " or " pers onal a nd t he acts or o mi s s i ons of thos e act i ng o n y our adv ert i s ing inj ur y " caus ed, in w ho l e or i n part , behal f :
by y o ur act s or om i s s i ons or the act s or (1) I n t he perf orm ance of y our ongo i ng operati ons ;
HG 00 0 1 0 9 16 P age 13 o f 21
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(2) I n connecti on w i t h y our p rem i s es own ed No pers on or organ i zati on is an i ns ured wi th res pect by or rent e d to y o u; or t o the con duct of an y cur rent or pas t p art ners h i p, j oi nt v ent ure or li m i ted l i a bi l i t y compan y that i s not (3) I n connecti on w i t h "y our w ork " and s how n as a Nam ed I ns ure d i n the Decl ara t i o ns . i ncl uded w i thi n the "products -co mpl et ed S ECT I ON II I - L IMIT S O F I NSUR ANCE operati ons hazard " , but o nl y i f (a) The w ri t ten contract or agreem ent 1. T h e M o st We W i ll P a y requi res y ou t o prov i de s uch cov erage The Li mi t s of Ins urance s ho wn i n t h e t o s uch a ddi ti ona l ins ured; and Decl arati ons and the rul es below f i x t he m os t we (b ) Thi s Cov era ge Part pr ov i des cov erage w i l l pa y r egardl es s of the number of :
f or "bodi ly i njury " or "property damage" a. I ns ureds ; i ncl uded w i thi n t h e " product s - b . Cl ai ms m ade or "s ui t s " brought; or co mpl et e d op erat ions h azard". c. P ers ons or or ganiz ati ons ma k i ng cl ai ms orHow ev er: bri ngi n g "s ui ts " . (1) The i ns urance af f orded to s uch addi ti on al 2. G eneral Agg regate L imi ti ns ured o nly app l i es to the ex t ent The General Aggreg at e Lim i t i s t he mos t we wil l perm i tt ed b y law ; and pay f or the s um of :(2) I f cov erage prov i ded to t he addi ti on al a. M ed i cal ex pens es under Cov erage C;i ns ured i s requi r ed b y a contract or agreem ent, t he i ns ura nce a f f orded t o s uch b . Dam ages under Co v er age A, ex cept addi ti ona l i ns ure d w i ll not b e broader t h an dam ages becaus e of " bodi ly i nj ur y " or t hat w hi ch y o u are requ i red by the co nt ract " property damage" i ncl ud ed i n t he "product s -or agre em ent to pro v i de f or s uch co mpl et e d op erat ions h azard"; and addi ti ona l ins ured. c. Dam ages under C ov erage B. W i t h res pect t o t he i ns u rance af f orded t o 3. P rod ucts-Co mpleted O perati on s Ag gregate t hes e ad di ti ona l i ns ureds , thi s i ns urance do es L imi tnot app l y to:

The Product s -Com pl eted Operat ions Aggre gat e " Bodi ly i nj ur y" , " proper ty damage" or Li m it i s the m os t we w il l pa y under Cov erage A" pers onal and adv erti s i ng i njury" ari s i n g out of f or dam ages becaus e of " bodily i njury" and t he rend eri ng of , or t he f ai lure t o rend er, an y "property dam age" i ncl ud ed i n the "products -prof es s i onal archi tectural , engi ne eri ng or co mpl et e d op erat ions h azard " . s urv e y i n g s erv i ces , incl udi n g:

4. P er so nal An d Adve rti sin g I nj ury Li m i t(1) The preparing, appro v ing, or f ai l i ng to S ubject to 2. abo v e, the P ers on al and prepare or appr ov e, m aps , s hop draw i n gs , A d v erti s i ng I nj ur y Li mi t i s the m os t we w i l l pa y opi ni o ns , reports , s urv e y s , f i eld orders , under Co v era ge B f or the s um of al l damageschange orders or draw i n gs and becaus e of al l "pers ona l and ad v erti s i ng inj ur y "s peci f i cat i o ns ; or s us t ai ne d b y an y one pers on or org ani zati on. (2) S up erv i s ory , i ns pecti on, archi tect ura l or

5. E ach Occurrence L imi tengi ne eri ng act iv i t ies .

S ubject to 2. or 3. abov e, w hi chev er appli es , the Thi s ex cl us i on a ppl i es e v en i f t h e clai m s E ac h O ccurrence L i m i t i s t h e m os t we w i l l p ay f or agai ns t an y i ns ured al lege negli gence or t he s um of :ot her w rong doi ng i n the s uperv i s i o n, hi ring, em pl o y ment , trai n i ng or m oni tori n g of ot h ers a. Dam ages under C ov erage A; and by that i ns ured, i f t he "occurrence" wh i ch b . M ed i cal ex pens es under Cov erage Ccaus ed t h e "bodi ly inj u ry " or "property becaus e of al l "bodil y inj ur y " and "property dam age", or the of f ens e w hi ch caus ed the dam age" ari s i ng out of an y one " occurrence " . " pers onal and ad v erti s i ng inj ur y ", i n v o l v ed the renderi ng of or the f ai l ure to render an y 6. Damag e T o P r emi s es R ented T o Yo u L imi t prof es s i onal s erv i c es b y or f or y o u. S ubject to 5. abo v e, the Dam age To Prem i s es The l i m i ts of i ns urance that apply to a ddi ti ona l Rent e d To Y ou Li mi t i s the mos t we w i l l pa y i ns ureds i s des cri bed i n S ecti on I II - Li m i ts O f under C ov erage A f or d am ages becaus e of I ns urance. "property dam age" t o a ny one premi s es , w hi le rent ed to y o u, or i n t h e ca s e of dam age b y f i re, How thi s i ns urance ap pl i es w hen other i ns urance l i ghtni ng or ex p l os i on, w hi l e ren t ed to y ou or i s av ai l a bl e to the ad di ti on al i ns ure d i s des cri be d t emporari l y occupied b y you w i t h permi s s i on of i n the O ther I ns ura nce C ondi ti o n i n S ecti on IV - t he ow ner. Com m erci al General Liabi l ity C ondi ti ons .

P age 14 o f 21 HG 00 0 1 09 16
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b . No tice Of ClaimI n the cas e of damage by f i re, l ight n i ng or ex pl os i on, t he Damage to P remi s es Rented To I f a cl ai m i s m ade or "s ui t " i s brought a gai ns t Y ou Li mi t appli es to al l damage prox i mat ely any i ns ure d, y ou or an y add i t ional i ns ured caus ed b y the s am e ev en t , whether s uch m us t :dam age res ul t s f rom f i re, l i g ht n i ng or ex p l os i on (1) I m m edi ately record the s peci f i cs of t he or an y com bi nati on of t hes e. cl ai m or " s ui t" and the d at e recei v ed; and 7. Medi cal Exp ense L imi t (2) Not i fy us as s oon as practi cable. S ubject to 5. abov e, the Medi cal E x p ens e Li mi t i s Y ou or an y addi ti on al i ns u red m us t s ee to i t t he mos t w e wil l pa y und er Cov era ge C f or al l t hat w e receiv e w ri tt e n no ti ce of t he cl ai m orm edi cal ex pens es b ecaus e of "bodi ly inj ur y " " s ui t" as s o on as practi cable.s us t ai ne d b y an y one pers on. c. As si stance And Coo perati on Of T h e8. Ho w L imi ts App ly T o Ad diti on al In sureds I nsu redI f y ou h av e agreed i n a writt en contract or w ri tt e n Y ou and an y other i nv ol v ed i ns ured m us t: agreem ent t h at a not h er pers on or or ganiz ati on (1) I m m edi ately s end us copies of an y be add ed as an add i t ional i ns ured on y our poli cy , dem ands , not i ces , s um m ons es or l ega l t he mos t w e w i l l pa y on b ehal f of s uch addi ti ona l papers receiv ed i n connecti on w i t h t h e i ns ured i s the l es s er of :
cl ai m or " s ui t"; a. The l i m i ts of i ns urance s pe ci f i ed i n the w ri tt en (2) A uthoriz e us to obtai n records and other cont ract or w ri tt en agre em ent ; or i nf orm ati on; b . The Li m i ts of I ns urance s ho w n i n the (3) Cooperate wit h us i n t h e inv es ti ga t i o n or Decl arati ons . s et tl em ent of t he cl ai m or def ens e agai ns t S uch amount s hal l be a part of and not i n t he " s ui t"; and addi ti on to Li m i ts of I ns urance s h ow n i n t h e (4) A ss i st u s, u p on o u r r eq u e s t , i n t heDecl arati ons and des cri bed i n thi s S ecti on. e n f o r c e m e n t o f a ny r i g h t a g ai n st any p e r sonThe Li m i ts of I ns urance of thi s Cov erage P art app l y o r o r g an i z at i o n wh i c h m a y b e l i a bl e t o t h es eparat e ly t o each cons ec ut iv e annua l peri o d and t o i n su re d b e c au se o f i n j u ry o r da m a ge t oany r em ai ni ng peri od of l es s t ha n 12 mont hs , wh i ch t hi s i n s u r a n ce m ay al so ap p l y .s t arti ng w i th the b egi nn i ng of the po l i c y peri od d . O bl ig atio ns At T h e I nsu re d s O wn Costs how n i n t he Decl arati ons , un l es s t h e poli cy peri od i s ex tende d af ter i s s uance f or an a ddi ti ona l p eri od of No i ns ured w i ll , ex cept at t hat i ns ure d's ow n l es s t ha n 12 mont hs . I n t hat cas e, t h e addit i o nal cos t , v o l untari ly ma k e a pa y ment, as s um eperi od wil l be deem ed p art of t he las t preced i ng any obli gati on, or incur an y ex pens e, o t her peri od f or purpos es of determ i ni ng the L i m i ts of t han f or f i rs t ai d , w i thout o ur cons ent . I ns urance. e. Add iti on al I nsu r ed s O ther I nsu rance S ECT I ON IV - COMME RCIAL GENE R AL I f w e cov er a cl ai m or "s ui t" under thi s L IAB I LI T Y CO NDIT I ONS Cov erage P art that may a l s o be cov ered b y 1. Ban krup tc y ot her ins urance av ai labl e t o an ad di ti onal B ank rupt c y or i ns o l v enc y of the i ns ured or of t he i ns ured, s uch addi ti on al i n s ured m us t s ubmi t i ns ured's es tate w i l l not rel i ev e us of our s uch cl ai m or "s ui t" to t h e ot h er i ns urer f or obl i ga t i o ns under t h i s Co v e rage P art. def ens e an d indem ni t y .

2. Du ties In T h e E v en t O f O ccurrence, O ffense, How ev er, t h i s prov i s i o n do es not ap ply to the Cl aim Or S ui t ex t ent that y o u hav e a greed i n a w ri tt en a. No tice Of Occu r ren c e Or O ffense cont ract or w ri t ten agreement t hat thi s i ns urance i s pri m ar y and no n-cont ributory Y ou or an y ad di ti onal i ns ured mus t s ee t o i t w i t h the addi ti on al i ns ured 's o wn i ns ura nce. t hat w e ar e no t i f i ed as s oon as practi cab l e of an "occurrence" or an of f ens e w hi ch may f. Kn owl edg e Of An O c curren c e, Offen se, res ul t i n a cl ai m. To t he ex t ent pos s ibl e, Cl aim Or S ui t not i ce s hou l d i ncl ude : P aragra phs a. and b . apply to y o u or t o an y (1) How , w hen a nd w here t h e " occurrence" or addi ti ona l ins ured o nl y w he n s uch of f ens e took pl ace; " occurrence", of f ens e, cl ai m or " s ui t" i s k nown t o:(2) The nam es and addres s es of an y i njured
pers ons an d w i t nes s es ; a nd (1) Y ou or an y ad di ti ona l i ns ured that i s a n (3) The nat ure and l ocati on of an y inj ur y or i ndi v i d ual ; dam age ari s ing out of the " occurrence" or (2) A n y p art ner, i f y ou or t he addi ti on al of f ens e. i ns ured i s a partners hi p; HG 00 0 1 0 9 16 P age 15 o f 21
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(3) A n y m anager, i f y ou or t he addi ti o nal (3) T en ant Li abi li ty i ns ured i s a l i mi t ed l iabi li ty com pan y ; That i s ins urance purch as ed b y y o u to (4) A n y " ex ecuti v e of f i cer" or i ns urance cov er y our l i abil i ty as a t en ant f or m anager, i f y ou or t he addi ti on al i ns ured i s " property damage" t o premi s es rent ed t o a corporati on ; y ou or t emporari ly occupi ed b y y o u wit h perm i s s i on of the o w ner; (5) A n y trus t ee, i f y ou or t he addi ti on al (4) Airc raft, Au to Or W atercr afti ns ured i s a t r us t ; or (6) A n y e l ect e d or ap poi nted of f i ci al , i f y o u or I f t he l os s ari s es out of t he m ai ntenance or t he addit i o nal i ns ured i s a po l i ti cal us e of ai rcraf t , "aut os " or w atercraf t t o t he s ubdi v i s i on or publi c enti t y . ex t ent no t s ubj ect to Ex cl us i on g. of S ecti on I - Cov erag e A - Bodi ly I njur y A nd Thi s duty appli es s eparately to y o u an d an y P ropert y D am age Li abil i ty ; addi ti ona l ins ured. (5) P rop e rty Dam ag e T o Bo rrowed 3. L egal Acti on Agai nst U s E qu ip ment Or U se Of Elev ato rsNo pers on or organ i zat ion has a ri ght under t h i s I f t he l os s ari s es out of "propert y damage"Cov erage P art: t o borro w ed equ i pm ent or t he us e ofa. To j oi n us as a p arty or ot her w i s e bri ng us el ev ators t o the ex tent not s ubj ect t o i nt o a " s ui t" as ki ng f or dam ages f ro m an E x cl us i o n j . of S ecti on I - Cov erage A -i ns ured; or B od i ly Inj ur y A n d Property Damage b . To s ue us on t hi s Cov erag e P art unl es s all of Li abil i ty ; i t s t erms hav e b een f ully co m pl i ed w i th. (6) When You Are Ad ded As An Add iti on al A p ers on or orga ni zati on m ay s ue us t o recov er I nsu red T o Oth er I nsu r ance on an agreed s ettl em ent or on a f i nal judgm ent A n y ot h er i ns ura nce a v ai l ab l e to y o u agai ns t an i ns ured; but w e w i ll not be l i ab l e f or cov ering l i abil i ty f or damages ari s ing o ut dam ages that are n ot p ay a bl e und er t he term s of of t he premi s es or operati ons , or productst hi s Cov erag e P art or that are i n ex ces s of t he and com pl eted operati ons , f or w hi ch y o u appl i cab l e l i m i t of i ns urance. A n agree d hav e b een added as an ad di ti onal i ns ure d s et tl em ent m eans a s ett lement and releas e of by that i ns ura nce; orl i abil i ty s i gn ed by us , the i ns ured an d the (7) When Yo u Ad d Oth ers As An cl ai m ant or t h e cl a i m ant's l ega l repres e nt ati v e. Add iti on al I nsu r ed T o T hi s I nsu r an ce4. O ther In surance A n y other i ns urance av ai labl e to a n I f other v ali d and col lect i b l e i ns urance i s addi ti ona l ins ured.av a i l ab l e to the i ns ured f or a l os s we cov er und er How ev er, the f oll ow i ng prov i s i ons app l y to Cov erages A or B of t his Cov er age Part , our ot her i ns urance av ai l ab l e to any pers on orobl i ga t i o ns are l i mi t ed as f ol l ow s : organiz ati on w ho i s an ad di ti onal i ns ured a. P rimar y In surance under thi s cov erage part.

Thi s i ns urance i s pri mary ex cept w hen b . (a) P rimar y In surance When Requ ired bel o w a ppl i es . I f other ins urance i s al s o By Con tra ctpri m ar y , w e w i l l s har e w i th all that ot h er Thi s i ns urance i s pri m ar y i f y ou ha v e i ns urance b y the met hod des cri b ed i n c. agreed i n a w ri t ten cont ra ct or w ri t ten bel o w. agreem ent that t h i s i ns urance be b . E xc ess I nsu r an ce pri m ar y . I f other i ns ur ance i s al s o Thi s i ns urance i s ex ces s ov er an y of t he other pri m ar y , w e w i l l s h are w i th all that i ns urance, wh et her p ri m ary , ex ces s , ot her i ns urance b y the m ethod cont i n gent or on any other bas i s : des cri bed i n c. bel o w. (1) Yo ur W o rk (b ) P rimar y And No n-Co ntrib uto ry T o O ther In surance When Requ ired B y That i s Fi re, E x tende d Co v erage, Bui lder's Co ntractRi s k, I ns tal l ati on Ri s k or s i mi l ar cov erage f or "y our w ork " ; I f y ou hav e agreed i n a w ri t ten cont ract, wri tten agreement , or perm i t(2) P rem i se s Rented T o Yo u t hat t h i s i ns urance i s pri ma r y a nd non-That i s f i re, l i ghtni ng or ex pl os i on cont ri bu t or y w i th the add i t ional i ns urance f or prem i s es re nted t o y ou or i ns ured's o w n i ns urance, thi s i ns urance t emporari l y occu pi ed b y y ou w i t h i s pri mary an d we w i ll not s eekperm i s s i on of the o w ner; cont ri bu t ion f rom that ot her i ns urance .

P age 16 o f 21 HG 00 0 1 09 16
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P aragra phs (a) and (b ) do not ap ply to co mput ati on, a nd s en d u s copi es at s uch ot her i ns urance to w hi ch t he add i t ional t i mes as we m a y req ues t . i ns ured has be en a dded as an add i ti onal 6. Rep re sen tatio ns i ns ured. a. When Yo u Accept T hi s Po li c y
W hen thi s i ns ur ance i s ex ces s , w e w i l l hav e By accept ing thi s poli cy , y o u agree: no d uty under Co v erag es A or B t o def en d (1) The s t atem ents i n t he D ecl arati ons are t he i ns ure d aga i ns t an y " s ui t" i f an y other accurat e and com pl ete; i ns urer has a d uty to d ef end t h e i ns ured agai ns t that " s ui t". If no other i ns urer def ends , (2) Thos e s tat em ents are bas ed up on w e w il l u ndert ak e to do s o, but we w i ll be repres ent a t i o ns y ou m ade to us ; a nd ent it l e d t o the ins ured's ri ghts agai ns t all (3) W e hav e i s s ued thi s po l i c y in reli ance t hos e other i ns urers . upon y o ur repres e nt ati o ns . W hen thi s ins urance i s ex ces s ov er o t her b . Un in tenti on al Fai lu r e T o Discl ose Hazardsi ns urance, w e w i l l pa y only o ur s hare of the I f uni nt e nt ional ly y ou s ho ul d f ai l to di s cl os e all am ount of t he l os s , i f an y , t hat ex ceeds t he hazards rel ati ng to the conduct of y our s u m of :
bus i nes s that ex i s t at the i ncepti on dat e of(1) The t otal am ount t h at al l s uch other t hi s C ov erage Part, w e s hall not de ny i ns urance w ould pa y f or the l os s i n the cov erag e u nder thi s Cov erage Part becaus e abs ence of thi s ins urance; and of s uch f ai l ure.(2) The tot al of al l deducti bl e and s el f -i ns ured 7. S eparatio n Of In sure d s am ounts under al l that othe r i ns urance.

E x cept wit h res pect to the Li m i ts of I ns urance, W e w i l l s hare the remai ni n g los s , i f an y , w i t h and an y ri ghts or dut i es s peci f i call y as s i g ned i n any other i ns urance t h at i s not des cri bed i n t hi s Cov erag e P art t o the f i rs t Na med I ns ured, t hi s E x ces s I ns ura nce pro v i s ion and w as n ot t hi s i ns urance app l i es : bought s peci f i cal ly to apply i n ex ces s of t he Li m i ts of I ns urance s how n i n t he Decl ara t i o ns a. A s i f each Nam ed I ns ured w ere the only of thi s Co v era ge P art. Nam ed I ns ured; a nd
c. Meth od O f S hari ng b . S ep arat e l y to each i ns ur ed a gai ns t w hom I f al l of the other i ns urance permi t s cl ai m i s m ade or "s ui t" i s brought. cont ri bu t ion b y equal s hares , w e w i l l f ol l o w 8. T ran sfer O f Ri gh ts O f Recover y Agai nst t hi s m ethod al s o. Und er thi s appro ach each O thers T o Us i ns urer contri butes equal a m ounts unti l it has a. T ran sfer O f Rig hts Of Rec o v erypai d i t s app l i cabl e l i mi t of i ns urance or none I f t he i ns ured has ri gh t s t o recov er a l l or part of the los s remai ns , wh i chev er comes f i rs t. of any p ay m ent, i ncl ud i ng Supp l em entary I f an y of t he other i ns uran ce does not p erm i t P a y m ents , w e hav e made under t hi s cont ri bu t ion b y eq ual s hares , we w i l l Cov erage P art, thos e r i ghts are t rans f erred t o cont ri bu t e by l i mi t s . Under thi s met hod, each us . The i ns ured mus t do n ot hing af ter l os s t oi ns urer's s hare i s bas ed on t h e rat io of i t s i m pai r t hem. A t our reque s t , the i ns ured w i l l appl i cab l e l i mi t of i ns urance t o the total bri ng " s ui t" or trans f er thos e ri ghts to us and appl i cab l e l i m i ts of i ns urance of all ins urers . hel p us e nf orce them .5. P rem i um Aud it b . Waiver Of Ri gh ts O f Reco v ery (W ai v er O f a. W e w i l l com pute al l premi u m s f or thi s S ub rog atio n)Cov erage Part i n accorda nce w i th our rul es I f the i ns ured h as w ai v ed a ny r i ghts ofand rates . recov er y agai ns t a ny pers on or orga ni zati on b . P remi u m s hown i n t h i s Cov erage Part as f or al l or part of an y p ay m ent, i ncludi ng adv ance premi um i s a depos i t prem i um only . S up pl ement ar y Pa y ment s , we hav e madeA t the cl os e of each au di t period w e w i l l under t h i s Cov erage Part, w e al s o w ai v e t h at co mput e the earned premi um f or that peri od ri ght , pro v i d ed the i ns ured w aiv ed t he i r ri ghts and s end noti ce to the f i rs t Nam ed Ins ured. of recov er y a gai ns t s uch p ers on or The due date f or audit and retros pecti v e organiz ati on i n a cont r act, agreem ent orprem i um s i s the date s how n as the due date perm i t that w as ex ecut e d p ri or to the i njur y or on the bi ll . If the s um of the adv ance and dam age.audi t prem i um s pai d f or t he po l i cy peri od i s

9. When We Do No t Ren ew great er t h an the earned premi u m, we w i l l ret urn t h e ex ces s t o the f i rs t Named Ins ured. I f we deci de not t o rene w thi s Cov erag e Part , we c. The f i rs t Nam ed Ins ured m us t keep records of w i l l mai l or de l i v er to t h e f i rs t Nam ed Ins ured t he i nf orm ati on w e ne ed f or pre mi u m s how n in the D ecl arati ons w ri tt en noti ce of the HG 00 0 1 0 9 16 P age 17 o f 21
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c. A ll other parts of t h e w orl d i f t he i nj ur y or nonrene wa l not les s than 30 da y s bef ore t h e ex pi rati on date. dam age ari s es ou t of :
(1) G oods or products made or s ol d b y y ou i n I f noti ce i s m ai l ed, proo f of m ai l i ng w i l l b e s uf f i ci ent pro of of not i ce. t he terri t or y des cri bed i n a. abov e; S ECT I ON V - DEF INI T IO NS (2) The acti v i t ies of a pers on w hos e home i s i n t he terri tor y des cri bed i n a. abov e, but i s 1. " Ad v erti sem en t" m eans the w i des pread pu bl i c aw a y f or a s hort ti m e on y o ur bus i n es s ; or di s s em i nati on of i nf ormat i on or i mages t ha t has (3) "Pers onal and a dv ert i s ing inj ur y " of f ens est he purpos e of i nducing t he s al e of goods , product s or s erv i ces t hro ugh: t hat take pl ace through the I nternet or s i m i l ar el ect ron i c means of co m muni cat i on a. (1) Radi o; p r o v i d e d t he i n su re d ' s r e spo n s i b i l i ty t o p ay(2) Tel ev i s ion; d a m a ge s i s de t e r m i ne d i n t h e U n i t ed S t a t e s o f(3) B il l board; A m e r i c a (i n cl u di n g i t s t e r r i t or i e s a n d p o sse ss i o n s), (4) M aga z ine; P u e r t o R i co o r Ca n ad a , i n a " su i t " o n t h e m e r i t s a c c o r di n g t o t h e sub st a n t i v e l a w i n su c h t e rr i t o ry o r(5) New s paper; or i n a se t t l e m e n t we ag r e e t o .b . A n y other pub l i cati on that i s gi v en wides pread 7. "E mpl oyee " i ncl udes a "l eas ed work er" . publ i c di s tri buti on. " E mpl oy e e " does not i ncl ude a "tem porar y How ev er, "adv erti s em ent" does n ot i ncl u de: w orker ". a. The des i g n, pri nted m ateri al , inf or mat i on or 8. "E mpl oyment-Rel at ed Practices" m eans : i m ages contai ned i n, on or upon the a. Ref us al to em pl o y that pers on;packagi ng or l abeli ng o f any goods or product s ; or b . Ter mi nat i on of t hat pers on 's empl oy m ent; or b . A n i nteracti v e con v ers ati on betw een or c. E mpl oy m ent-rel ated practi ces , pol i ci es , act s am ong pers ons through a comput er network . or omi s s i ons , s uch as c oerci on, dem oti on, ev a l uati on, reas s i gnm ent, d i s ci pl i n e, 2. " Ad v erti sin g id ea " m eans an y i dea f or a n def am ati on, har as sment , humi l i ati on," adv erti s em ent". di s cri m i nati on or mal i ci ous pros ecuti on 3. " Asb e sto s h azard" m eans an ex pos ure or di rect ed at that pers on.t hreat of ex pos ure to the actual or a l l ege d 9. "E x ecu tive o fficer" m eans a pers on holdi ng an y properti es of as bes t os an d i ncl udes the mere of the of f i cer pos i t i ons created b y y our charter, pres ence of as bes tos i n an y f orm. cons t i t uti o n, b y - l aw s or any other s i mi l ar4. " Au to" m eans : gov erni ng document . a. A l and mot or v ehi c l e, trai l er or s em i trai l er 10. "Ho stil e fire" m eans one whi ch b ecom esdes i gned f or trav e l on publi c roads , i ncl u di ng uncont ro l l ab l e or break s out f rom w here it was any attached machi ner y or equ i pm ent; or i nt e nded t o be. b . A n y other l and v eh i cl e that i s s ubject to a 11. "I mpaired pro perty" m eans t an gi bl e pro perty , co mpul s ory or f i nancial re s pons i bi li ty l aw or ot her t ha n "y our product" or "y our w ork", that ot her mot or v ehi cl e ins urance l a w w here i t i s cannot be us ed or i s les s us ef ul becaus e: l i cens ed or pri nci pa l ly g araged. a. I t incorporates " y our produ ct " or " y our w ork"How ev er, "auto" does not i ncl u de "m obi l e t hat i s know n or t ho ught to be def ect i v e, equi pment ". def i ci ent, i nad equate or da ngerous ; or 5. "Bo di ly inj ury" m eans ph y s i cal : b . Y ou hav e f ai l ed to f ul f i l l t he term s of aa. I njury ; cont ract or agreement ; b . S i ck nes s ; or i f s uch property can b e res t ored to us e b y the c. Di s eas e repai r, rep l acem ent, adjus tm ent or re mov al of "y our product" or "y our w ork " , or y o u r f u l f i l l i ng t hes us t ai ne d b y a pers on an d, i f ar i s i ng o ut of t he t e r m s o f t h e c on t ra c t o r a g re e m e n t .abov e, m ental angu i s h or death at an y t i me.

6. "Co v erag e terr i tory" m eans : 12. "I nsu r ed co ntract" m eans :
a. T h e U ni t e d S t at e s o f A m e ri c a (i n c l u d i n g i t s a. A contract f or a l eas e of premi s es . How ev er, t e r ri t o r i e s a nd p o ss e ssi on s) , P u e r t o Ri c o a n d t hat porti on of t he contract f or a l eas e of C a na d a ; prem i s es that i ndemni f i es any pers on or organiz ati on f or d am age by f i re, l i ghtni n g or b . I nternati ona l w at ers or ai r s pace, but only i f ex pl os i on to premi s es whil e rent ed to y ou or t he i njury or d am age occurs i n t he cours e of t emporari l y occupi ed b y you w i th permi s s i ont rav el or t rans p ort ati on be t w een an y p l aces of the o w ner i s s ubject to the Dam age t o i ncl uded i n a. abov e; or P age 18 o f 21 HG 00 0 1 09 16
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14. "L oad in g o r un lo adi ng " m eans the handl i ng of P remi s es Rented To Y ou Li mi t des cri bed i n S ecti on I II - Li mi t s of Ins urance; property :
b . A s i detrack agreem ent; a. A f ter i t i s m ov ed f ro m t he pl ace w here i t i s accept ed f or m ov em ent i nto or onto an c. A n y eas em ent or l i cens e agreement , ai rcraf t , w atercraf t or "auto"; i ncl udi ng a n eas ement or l i cens e agreement i n connecti on w i t h cons t ru ct i on or dem ol i ti on b . W hi l e i t i s i n or on an ai r craf t , w at ercraf t or operati ons on or wi thin 50 f eet of a ra i l road; " auto"; or d . A n obl i g at ion, as requi re d b y ord i nance, to c. W hi l e i t i s being mov ed f rom an ai rcraf t,i ndemni f y a m uni ci p al i ty , ex cept i n connecti on w at ercraf t or " aut o " t o t he pl ace w here i t i s w i t h w ork f or a m uni ci pali ty; f i nal ly del iv ered ; e. A n el e v ator m ai ntenance agreement ; but " l oad i ng or unl oa di ng " does not i nc l ude the f. That part of an y other co ntract or a greem ent m ov e ment of propert y b y m eans of a m echani ca l pert aini ng t o y our bus i nes s (i ncl udi ng an dev i ce, other t ha n a ha nd truck, that i s not i ndemni f i cat i on of a m uni cipal i t y i n connecti o n at tached t o the ai rcraf t , watercraf t or " aut o ". w i t h work perf orm ed f or a m uni ci pali ty ) under 15. "Mob il e equ ip ment" m eans an y of t he f ol low i ng w hi ch y ou as s um e the t ort l iabil i ty of another ty pes of l and v eh i cl es , i n cl udi ng an y attached party to pa y f or " bodil y inj ur y " or "property m achi nery or equipm ent: dam age" t o a thi rd pers on or organiz ati o n, a. B ull do z ers , f ar m machi nery, f orkl i f ts and ot h er prov i ded the "bodily i njury " or "property v eh i cl es des i gned f or us e pri nci pall y of f publ i c dam age" i s caus ed, in w hole or i n part, b y roads ; y ou or b y thos e act i n g on y our beh al f . Tort l i abil i ty means a l i abi li ty that w oul d be b . V eh i cl es m ai ntai ned f or us e s ol e l y o n or nex t i m pos ed b y l aw i n t h e abs ence of a ny t o prem i s es y ou o wn or rent; cont ract or agreement . c. V eh i cl es that trav el on craw l er t rea ds ; P aragra ph f. i ncl ud es t hat part of an y con t ract d . V eh i cl es , w hether s el f-propel l e d or not, or agreement t hat i nd em ni f i es a rai l road f or m ai ntai ned pri m ari ly to p rov ide mobi l i ty t o " bodil y i njur y " or " property d am age " ari s i ng perm anently mount ed: out of cons t ructi on or demol i t i on op erat ions , (1) P o wer cranes , s ho v e l s , l oa ders , di ggers or w i t h i n 50 f eet of an y ra i l road property and dri l l s ; or af f ect i ng an y ra i l road br i dge or tres tl e, track s , road-beds , tunne l , underp as s or cros s i ng. (2) Road cons tructi on or res urf aci ng equi pment s uch as grade rs , s crapers or How ev er, Paragraph f. does not i ncl ude that rol l ers ; part of an y cont r act or a greement :
e. V eh i cl es not des cri be d in a., b ., c. or d . abo v e (1) T ha t i nd em n i f i es an ar chi t ec t , engi nee r or t hat are n ot s el f -propell ed and are m ai ntai ne d sur v ey or f or i nj ury o r dam a ge ari s i n g out of :
pri m ari ly to prov i de m obi l ity to permanent ly (a) P repar i ng, appro v i ng, or f ai l i ng t o at tached equipm ent of t he f ol l o wing t y pes : prepare or ap prov e, m aps , s hop draw i ngs , opi nions , reports , s urv e y s , (1) A i r com pres s ors , pu mps and gen erat ors , f i el d orders , change ord ers or draw i ngs i ncl uding s pra y ing, w eldi ng, bu i l ding and s p eci f i cat i o ns ; or cl eani ng , geop hy s i cal ex plorat i o n, l ighti ng and w el l s erv i ci ng equipm ent; or (b ) G i v i ng di recti ons or i ns tructi ons , or f ai l i ng to gi v e t h em , i f t hat i s t he (2) Cherry pi ck ers a nd s i m i l ar dev i ces us ed t o pri m ar y caus e of the i njury or dam age; rai s e or l o wer w ork ers ; or f. V eh i cl es not des cri be d in a., b ., c. or d . abo v e (2) U n de r wh i ch t he i n s u r e d, i f a n a r ch i t e ct , m ai ntai ned pri m ari ly f or purpos es ot h er than e n gi n ee r o r s u r v ey or , a ss u m e s l i a bi l i t y f o r t he t ra ns port ati o n of pers ons or cargo. a n i n j u ry o r d a m a g e a r i s i n g ou t o f t h e How ev er, s el f -propel led v eh i cl es wit h t he i n su re d' s r e nd e r i n g o r f ai l u r e t o r e nd e r f ol l ow i ng ty pes of per m anentl y at tached p r o f e ssi o na l s e r v i c e s , i n cl u di n g t h o se l i s t e d equi pment are not " m obi l e equ i pm ent" but w il l i n ( 1 ) a b ov e a n d su pe r v i s o ry , i n sp e ct i o n , be cons idered "autos " : a r c h i t e ct u r a l or e n gi n ee r i n g a c t i v i t i e s. (1) E qu i pm ent des igned pri mar i ly f or: 13. "L eas ed worker" m eans a pers on l e as ed to y ou (a) S no w remov al ; by a labor l eas i ng f i rm under a n agre em ent betwe en y ou and t h e l a bor l eas i ng f i rm, t o (b ) Road mai nt e nance, but not perf or m dut i es relat e d t o t he co nduct of y our cons t ructi on or res urf aci ng; orbus i nes s . "Leas ed w ork er " does not i nclude a (c) S treet cl ea ni ng; " t emporary w orker " .

HG 00 0 1 0 9 16 P age 19 o f 21
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(2) Cherry p i ckers and s i m i l ar dev i ces (2) W or k that has not y e t be en compl et ed or m ounted on aut omobi l e o r t ruck chas s i s abandon ed. Ho w ev er, "y o ur work " wil l be and us ed to rai s e or low er w orkers ; and deem ed com pl eted at t he earl i es t of t he f ol l ow i ng ti m es :(3) A i r com pres s ors , pu mps and gen erat ors , (a) W hen al l of the w ork cal l ed f or i n y our i ncl uding s pra y ing, w eldi ng, bu i l ding cl eani ng , geop hy s i cal ex plorat i o n, l ighti ng cont ract has bee n compl et ed. and w el l s erv i ci ng equipm ent. (b ) W hen al l of the work t o be done at t he How ev er, "m obi le equi pment " does not i ncl ud e j ob s i te has b een com plet ed i f y o ur any land v ehi cl e that i s s u bj ect to a compul s ory cont ract cal l s f or w ork at more than or f i nanci al res p ons i bi li ty l aw or other mot or one job s i t e. v eh i cl e i ns urance l aw w here i t i s li cens ed or (c) W hen t hat part of the w ork done at a pri nci pally gara ged. La nd v eh i cl es s u bj ect to a j ob s i t e has been put to i ts i ntende d co mpul s ory or f i nancial res pons ibi l i t y l a w or ot her us e by an y pers on or organiz ati on m otor v ehi cl e i ns ura nce l aw are cons i dere d ot her t ha n an ot her contract or or" autos ". s ubcont ractor w orki ng on the s am e

16. "O ccurrence" m eans an acci dent, incl udi n g proj ect. cont i n uous or re peated ex pos ure to s u bs t anti a l ly W or k t hat may n eed s erv i ce, t he s am e general harm f ul condi ti ons . m ai ntenance, correcti on, repai r or

17. "P e rso nal and ad v erti s i ng i nj ury" m eans repl acem ent, b ut wh i ch i s other wi s e i nj ur y , i ncludi ng cons equ ent ial " bodil y i njury", co mpl et e, w i l l be t re at e d as compl et ed. ari s i ng out of one or m ore of t he f oll ow i ng b . Does not i ncl ud e "bodi ly inj ur y " or " propert y of f ens es : dam age" ari s i ng out of :
a. F al s e arres t , det e nti on or im pri s onm ent; (1) The trans port ati o n of prop erty , un l es s the b . M ali ci ous pros ecuti on; i nj ur y or d am age ari s es out of a cond i t ion i n or on a v ehi cl e not o w ned or o perated c. The wrongf ul e v i ct i o n f rom , w rongf ul entry by y ou, an d that con di ti on w as creat ed b yi nt o , or i n v as ion of t he ri ght of pri v at e t he "l oading or unl oad i ng " of t hat v e hi cl e occupancy of a room, dw el li ng or prem i s es by an y i ns ured; t hat a pers on or orga ni zati on occupi es , (2) The ex i s tence of t oo l s , uni ns tall ed co m mi t ted by or on be hal f of i t s ow ner, l andl or d or l es s or; equi pment or aban done d or unus ed m ateri al s ; or d . O ral , wri tten or elect roni c pub l i cati on, i n an y (3) P roducts or op erati ons f or w hi ch the m anner, of m ateri al t h at s landers or l i be l s a pers on or organiz ati o n or di s parages a cl as s i f i cat i on , l i s ted i n the Decl arati ons or pers on's or organi zati on's goods , pro duct s or i n a pol i c y Schedule, s t ates t hat product s - s erv i ces ; co mpl et e d operati ons are s ubject to the G eneral Aggreg at e Li mi t . e. O ral , wri tten or elect roni c pub l i cati on, i n an y m anner, of m ateri al t h at v i olat es a pers on 's 20. "Pro perty damage" m eans :
ri ght of pri v acy ; a. P h y s i cal i nj ur y to tang i bl e property , i ncludi ng f. Cop y i ng, i n y our "adv ert i s em ent", a pers on's al l res ul ti ng l os s of us e of t hat propert y . Al l or organiz ati on's "adv ert i s i ng idea " or s ty l e of s uch l os s of us e s hall be deemed to occur at " adv erti s em ent"; or t he ti m e of the phy s i cal inj ur y t hat caus ed i t; org . I nf ri ngement of cop y ri ght, s l ogan, or ti t le of any l i terary or arti s ti c w ork, i n y o ur b . Los s of us e of t an gi bl e property t ha t i s not " adv erti s em ent". phy s i cal ly i nj ured. Al l s uch l os s of us e s hall

18. "P ol lu tants" m ean an y s o l i d, li qui d, gas eous or be de em ed t o occur at t he ti m e of the t hermal i rri tant or contam i nant, i ncludi ng s m oke, " occurrence" t ha t caus ed i t . v ap or, s oot, f umes , aci ds , al kal i s , chem i cal s and A s us ed i n thi s def i ni tion, comput eriz ed or w as t e. W as t e i ncl udes ma teri al s t o be rec y c l ed, el ect ron i cal ly s t ored data, programs or s o f tware recondi ti oned or recl ai med. are n ot tangi b l e property . El ect ro ni c data means

19. "Pro du cts-co mpl eted operatio ns hazard" : i nf orm ati on, f act s or progra m s :
a. I ncl ud es all " bodil y inj ury" and "property a. S tored as or on; dam age" occurri ng a w ay f rom prem i s es y ou b . Creat ed or us ed on; or ow n or rent and ari s i ng o ut of "y o ur product" c. Transmi t ted to or f rom ;or " y our w ork " ex cept :
co mput er s of t w are, i ncl uding s y s tem s and(1) P roducts that are s ti l l i n y our p hy s i ca l appl i cati ons s of tware, h ard or f l opp y di s ks , CD-pos s es s i on; or P age 20 o f 21 HG 00 0 1 09 16
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25. " Yo ur work" : RO MS , tapes , dri v es , cel l s , data proces s i n g dev i ces or an y ot her medi a w hi ch are us e d w i th a. M eans : el ect ron i cal ly cont r ol l ed eq ui pm ent. (1) W or k or operat i ons perf orm ed b y y o u or 21. "S ui t" m eans a ci v i l proceed i ng i n w hi ch on y our beh al f ; and dam ages becaus e of "bodi ly i nj ur y ", "property (2) M ateri al s , part s or equ i pm ent f urni s hed i n dam age" or "pers ona l and adv ert i s i ng inj ur y " t o connect ion w i t h s uch w ork or opera t i o ns . w hi ch thi s i ns urance appli es are a l l ege d. "S u i t" b . I ncl ud esi ncl udes :
(1) W arrant i es or repres e nt ati ons m ade at a. A n arbi t ra t i o n proceed i ng i n w hi ch s uch any ti m e wi th res p ect t o t he f i t nes s , dam ages are cl ai med and t o w hi ch t he qual i t y , dur abi l ity , perf or m ance or us e of i ns ured mus t s ubm i t or does s ubm i t w i th o ur "y our w ork " , and cons ent ; or
(2) The prov i ding of or f ai l ure t o pro v ide b . A n y other alt erna t iv e di s pute res ol uti on w arni ngs or ins t ructi ons .proceedi ng i n w hi ch s u ch dam ages are cl ai m ed and to w hi ch the ins ured s ubmi t s w i t h our cons ent.

22. "T emp orary worker" m eans a pers on w ho i s
f urni s hed to y o u to s ubs ti tut e f or a perm anent " em pl o y ee " on l eav e or to m eet s eas onal or
s hort -t erm w orkl oad condi ti ons .

23. "V ol un tee r worker" m eans a pers on w ho
a. I s not y our " em pl o y ee ";
b . Donates hi s or her w ork;
c. A cts at the di r ect i o n of and w i thi n t h e s cope of duti es det ermi ned by y ou; an d
d . I s not pai d a f ee, s al ar y or ot h er
co mpens at ion b y y ou or an y on e el s e f or thei r w ork perf or med f or y ou.

24. "Yo ur pro du ct" :
a. M eans :
(1) A n y goods or products , other t ha n rea l
property , manuf act ured, s ol d, ha ndl ed,
di s t ri b ut e d or di s pos e d of by :
(a) Y ou;
(b ) O thers tradi ng und er y our name; or
(c) A pers on or organi zati on wh os e
bus i nes s or as s ets y ou ha v e acqu i red;
and
(2) Cont a i ners (ot her t h an v ehi cles ),
m ateri al s , parts or equi pm ent f urni s hed i n
connect ion w i t h s uch good s or product s .
b . I ncl ud es
(1) W arrant i es or repres e nt ati ons m ade at
any ti m e wi th res p ect t o t he f i t nes s ,
qual i t y , dur abi l ity , perf or m ance or us e of
"y our product"; and
(2) The prov i ding of or f ai l ure t o pro v ide
w arni ngs or ins t ructi ons .
c. Does n ot i nclude v ending m achi nes or other
property rented to or l ocated f or t he us e of
ot hers but not s old.

HG 00 0 1 0 9 16 P age 21 o f 21
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

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

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

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

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

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

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

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

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

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

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

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

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

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

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

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

AUTOS ONLY
5/14/2025
Edgewood Partners Insurance Agency
3780 Mansell Rd. Suite 370
Alpharetta GA 30022
EPIC Law Firm Group COI Specialist
770-552-4225
[email protected]
MSIG Specialty Ins USA Inc. and Various

ATKIAND
Atkinson, Andelson, Loya, Ruud & Romo,
12800 Center Court Dr., Ste. 300
Cerritos CA 90703
270797712
A
Professional Liability
MSTLPL-00193
8/8/2024
8/8/2025
Each Claim
Aggregate
$2,000,000
$2,000,000
Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, we will endeavor to provide 30 days' written notice (except 10 days for nonpayment of premium) to the Certificate Holder.

City of Vallejo c/o City Attorney
City Hall
555 Santa Clara Street, 3rd Floor
Vallejo CA 94590
Docusign Envelope ID: D4D0C684-082D-475C-B70B-F05384415CC6

Certificate Of Completion
Envelope Id: D4D0C684-082D-475C-B70B-F05384415CC6
Status: Completed
Subject: Complete with Docusign: AALR Routing Form 2025.05.16.pdf, AALRR Outside Legal Counsel Services ...

Source Envelope:

Document Pages: 43
Signatures: 3
Envelope Originator:

Certificate Pages: 6
Initials: 4
Elinore ("Elin") Regresado
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
555 Santa Clara St
Vallejo, CA 94590
[email protected]
IP Address: 71.128.39.127
Record Tracking
Status: Original
5/16/2025 1:33:12 PM
Holder: Elinore ("Elin") Regresado
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Vallejo
Location: Docusign
Signer Events
Signature
Timestamp
Ruth M. Bond
[email protected]
Partner
Security Level: Email, Account Authentication
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Signature Adoption: Pre-selected Style
Using IP Address: 64.60.53.66
Sent: 5/16/2025 1:42:18 PM
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Electronic Record and Signature Disclosure:

Accepted: 5/16/2025 1:44:56 PM
ID: 9ff9e803-6816-4f29-9903-1167c95a3372
Randy J. Risner For
[email protected]
Chief Assistant City Attorne
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 71.128.39.127
Sent: 5/21/2025 9:10:25 PM
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Signed: 5/27/2025 1:22:58 PM
Electronic Record and Signature Disclosure:

Accepted: 12/8/2020 9:16:27 AM
ID: 2e72faa4-09b6-4a4c-b35a-dc1ed470f768
Dawn G. Abrahamson
[email protected]
City Clerk
City of Vallejo
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.249.151.221
Signed using mobile
Sent: 5/27/2025 1:23:00 PM
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Signed: 5/27/2025 1:45:40 PM
Electronic Record and Signature Disclosure:

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In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp

Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Laura Luz
[email protected]
Security Level: Email, Account Authentication
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Sent: 5/16/2025 1:42:19 PM
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Electronic Record and Signature Disclosure:

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Deena York
[email protected]
Legal Secretary
City of Vallejo
Security Level: Email, Account Authentication
(None)
Sent: 5/16/2025 1:46:41 PM
Viewed: 5/27/2025 1:49:36 PM
Electronic Record and Signature Disclosure:

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Veronica Nebb
[email protected]
City Attorney
Security Level: Email, Account Authentication
(None)
Sent: 5/21/2025 9:10:26 PM
Viewed: 5/27/2025 1:49:02 PM
Electronic Record and Signature Disclosure:

Accepted: 6/23/2021 5:11:28 PM
ID: efeca5c8-5bd2-4390-adf5-bad54db96447
Angelina Joya
[email protected]
Deputy City Clerk
City of Vallejo
Security Level: Email, Account Authentication
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Sent: 5/27/2025 1:45:42 PM
Electronic Record and Signature Disclosure:

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Elinore ("Elin") Regresado
[email protected]
Executive Secretary
City of Vallejo
Security Level: Email, Account Authentication
(None)
Sent: 5/27/2025 1:45:42 PM
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CONSENT CALENDAR 8.M.

DATE: April 14, 2026
TO: Mayor and Members of the City Council
FROM: Nalungo Conley, Assistant City Manager
SUBJECT: ADOPT A RESOLUTION AMENDING THE FISCAL YEAR 2025-2026 BUDGET TO APPROPRIATE $151,000 IN MONSANTO FUNDS TO SUPPORT PERFORMANCE AUDIT SERVICES (STEP 2 OF 2)

RECOMMENDATION
Adopt a Resolution to amend the Fiscal Year FY 2025–2026 Budget and appropriate $151,000 from the Monsanto Fund to support audit services for a Risk Assessment and Internal Control Review of various City departments (Step 2 of 2).

REASONS FOR RECOMMENDATION
Pursuant to City Charter Section 703, amendments to the adopted budget require a two-step process.

Step 1 requires providing the City Council with notice of the City’s intent to amend the budget. This step was completed at the March 3, 2026 Special City Council meeting. Step 2 requires adoption of a resolution to amend the budget and appropriate the funding.

Approving this item will allow the City to proceed with engaging performance audit services to evaluate internal processes and operational risks across various City departments

BACKGROUND AND DISCUSSION
At the February 10, 2026 City Council meeting, Council directed staff to establish an on-call list of qualified firms to provide performance audit and assessment services and to provide direction regarding initial services to be performed.

Following a competitive Request for Proposals (RFP) process issued on July 30, 2025, eight proposals were received and evaluated by a panel consisting of City staff and an external subject matter expert. After evaluation and interviews, three firms were identified as highly qualified to provide audit and assessment services:
• Government Performance & Policy Analytics, Inc.
• Sjoberg Evashenk Consulting
• Macias Gini & O’Connell, LLP

These firms provide a range of expertise in performance auditing, risk assessment, and organizational analysis and will be available to support the City on an on-call basis.

As part of the initial work plan, staff proposed engaging consultants to conduct the following assessments:

• Organizational Assessment / Benchmarking Study – evaluates the City’s organizational structure, staffing

Date: April 14, 2026
Subject: ADOPT A RESOLUTION AMENDING THE FISCAL YEAR 2025-2026 BUDGET TO APPROPRIATE $151,000 IN MONSANTO FUNDS TO SUPPORT PERFORMANCE AUDIT SERVICES (STEP 2 OF 2)

levels, and service delivery models compared with peer agencies to identify opportunities for operational efficiencies and improved service outcomes.

• Risk Assessment – identifies operational, financial, and compliance risks across City departments to inform the City’s future audit work plan and strengthen oversight processes.

• Internal Control Review (Overtime Management) – evaluates policies, procedures, and internal controls related to overtime management to identify opportunities for improved accountability and cost management.

At the March 3, 2026 Special City Council meeting, staff presented the proposed scope of work for these assessments and received Council approval to move forward with the notice of intent to amend the FY 2025– 2026 budget to appropriate $151,000 from the Monsanto Fund to support the Risk Assessment and Internal Control Review.

The information gathered from these assessments will provide valuable baseline data to assist the City Manager and City Council in evaluating operational efficiencies, informing development of the FY 2026–2027 budget, and supporting the City’s long-term financial planning efforts.

FISCAL IMPACT
Staff is requesting authorization to appropriate $151,000 from the Monsanto Fund to support the proposed performance audit services.

The Monsanto Fund currently has a balance of approximately $2,407,022. If approved, the allocation of $151,000 will result in a remaining balance of approximately $2,256,022.

These funds will support consulting services associated with the risk assessment and internal control review.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has the potential of resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. RESO Amending FY 25-26 Budget for Risk Assessment and Internal Control Review (step 2 of 2)

2. Scope of Work - Organizational Risk Assessment

3. Scope of Work - Internal Controls_OvertimeManagement

CONTACT
Nalungo Conley, Assistant City Manager
[email protected]

RESOLUTION NO. 25-______ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AMENDING THE FISCAL YEAR 2025–2026 BUDGET AND APPROPRIATING $151,000 FROM THE

MONSANTO FUND FOR RISK ASSESSMENT AND INTERNAL COTROL REVIEW SERVICES (STEP 2 OF 2)

WHEREAS, the City Council of the City of Vallejo approved the Fiscal Year (FY) 2025–2026 Adopted Budget; and

WHEREAS, the City Council directed staff to establish an on-call list of qualified firms to provide performance audit and assessment services to evaluate City operations, systems, and organizational structure; and

WHEREAS, following a competitive Request for Proposals process, the City identified qualified firms to perform performance audit services, including risk assessments, and internal control reviews; and

WHEREAS, the City Council has identified the need to conduct a Risk Assessment, and Internal Control Review (overtime management) of various City departments to inform operational improvements, strengthen internal controls, and support the development of future budgets and long-term financial planning; and

WHEREAS, staff has identified the Monsanto Fund as a funding source to support these services; and

WHEREAS, pursuant to City Charter Section 703, amendments to the adopted budget require a two-step process, with Step 1 requiring notice of intent to amend the budget and Step 2 requiring adoption of a resolution approving the amendment; and

WHEREAS, the City Council provided notice of intent to amend the FY 2025–2026 budget at the March 3, 2026 Special City Council meeting.

NOW, THEREFORE BE IT RESOLVED The FY 2025–2026 Budget is hereby amended to appropriate $151,000 from the Monsanto Fund to support a Risk Assessment, and Internal Control Review (overtime management) of various City departments.

Adopted by the City Council of the City of Vallejo at a regular meeting held on November 18, 2025, with the following vote:

AYES:

NOES:

ABSENT:

____________________________________

ANDREA SORCE, MAYOR

ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

Scope of Work
Initial Risk Assessment and Audit Plan Development
City of Vallejo

I. Purpose
The purpose of this engagement is to conduct an initial, Citywide risk assessment of departments and/or programs and to develop a prioritized audit plan for the City of Vallejo.

This initial assessment is intended to establish a baseline understanding of organizational risk, strengthen governance and internal controls, and provide a structured framework for future risk assessment updates.

The scope of services includes developing a repeatable risk assessment rubric and methodology, conducting qualitative interviews with City leadership, coordinating data requests and gathering, completing the analysis, and preparing a recommended audit plan.

II. Scope of Services
A. Development of Repeatable Risk Assessment Methodology The Consultant will develop a standardized and repeatable risk assessment rubric and methodology to evaluate City departments and/or programs. The methodology will:
• Define risk categories and scoring criteria;
• Incorporate weighting factors and evaluation benchmarks; • Align with applicable government auditing standards and industry best practices; and • Be designed for consistent future application by the City.

This methodology will serve as the foundation for subsequent risk assessments and ongoing audit planning.

B. Qualitative Interviews with City Leadership
The Consultant will conduct structured qualitative interviews with City leadership and selected department representatives to identify and assess:
• Operational and financial risks;
• Internal control environments;

• Compliance considerations;
• Strategic priorities and emerging risks; and
• Areas of operational vulnerability or concern.

Interview results will be documented and incorporated into the overall risk analysis.

C. Data Coordination and Gathering
The Consultant will coordinate with City staff to identify, request, and collect relevant financial, operational, staffing, compliance, and performance data necessary to support the initial risk assessment.

Collected data will be reviewed and organized to ensure consistency and reliability in the evaluation process.

D. Risk Analysis and Recommended Audit Plan
Using the developed methodology and collected qualitative and quantitative information, the Consultant will:
• Score and rank departments and/or programs based on identified risk factors; • Identify areas of elevated or significant risk;
• Develop a prioritized audit plan informed by risk results, organizational priorities, and available resources; and
• Present findings and recommendations to City leadership and/or the City Council, as requested.

The recommended audit plan will outline proposed audit topics, justification for prioritization, and suggested implementation timing.

III. Deliverables
The Consultant will provide the following deliverables:

1. A repeatable Risk Assessment Rubric and Methodology;

2. A summary of leadership interviews;

3. An Initial Risk Assessment Report; and

4. A recommended, prioritized Audit Plan.

Scope of Work
Citywide Overtime Management, Internal Control, and Safety Audit

Objective
Conduct a comprehensive citywide review of overtime practices to evaluate:
• Governance and management of overtime
• Internal controls and oversight
• Compliance with the Fair Labor Standards Act, MOUs, and City policies • Financial impact and structural reliance on overtime
• Operational effectiveness and safety/fatigue risks

The audit will assess whether overtime usage is justified, properly authorized, effectively monitored, and aligned with operational outcomes and employee well-being.

Scope
The audit will include, but not be limited to, the following components:

1. Overtime Governance and Management
• Review citywide and departmental overtime policies and procedures • Evaluate decision-making processes for assigning overtime • Assess whether overtime limits, thresholds, and approval hierarchies are clearly defined and enforced
• Review monitoring and reporting practices to executive management and Council

2. Department Review

A. Safety Departments
• Analyze overtime usage in Police and Fire operations
• Evaluate deployment decisions, special initiatives, and emergency response staffing
• Review patterns of excessive hours, consecutive shifts, and fatigue risk

B. Non-Safety Departments
• Analyze overtime drivers such as vacancies, seasonal workload, capital projects, special events, and grant-funded programs
• Evaluate scheduling practices and workload planning
• Assess whether overtime reflects structural staffing gaps or temporary operational needs

3. Internal Controls and Oversight
• Evaluate authorization, approval, and documentation requirements • Assess segregation of duties between request, approval, and payroll processing • Test timekeeping and payroll system controls
• Review enforcement of established overtime limits and policies • Assess supervisory review and management oversight mechanisms

4. Financial and Budgetary Analysis
• Analyze multi-year overtime trends citywide and by department • Compare budgeted versus actual overtime expenditures
• Evaluate concentration of overtime among specific employees or classifications • Assess structural reliance on overtime versus alternative staffing strategies • Review long-term fiscal impacts, including pensionable compensation where applicable

5. Data Analytics and Monitoring Practices
• Perform data analytics to identify outliers, high-risk patterns, and override activity • Evaluate dashboards and reporting tools used to monitor overtime • Benchmark practices against comparable California municipalities

6. Compliance and Risk Assessment
• Evaluate compliance with applicable labor agreements and personnel rules • Review safeguards intended to prevent misuse, abuse, or manipulation of overtime • Assess risk exposure related to excessive hours, employee fatigue, and potential liability

Methodology
The audit will include:
• Interviews with department leadership and operational staff • Document and policy review
• Data analytics and trend analysis covering a multi-year period • Transaction testing and sampling
• Review of timekeeping and payroll systems
• Benchmarking against best practices from comparable jurisdictions

Deliverables
The auditor will provide a written report to the City Council that includes:
• Analysis of overtime trends and drivers (safety and non-safety) • Evaluation of internal controls and oversight effectiveness • Identification of risks, including fiscal and fatigue-related exposure

• Recommendations to strengthen governance, monitoring, compliance, and operational efficiency

CONSENT CALENDAR 8.N.

DATE: April 14, 2026
TO: Mayor and Members of the City Council
FROM: Jason Ackley, Assistant to the City Manager
SUBJECT: ADOPT A RESOLUTION AMENDING THE FISCAL YEAR 2025-2026 BUDGET IN THE AMOUNT OF $32,775.88 FROM THE MALLINCKRODT BANKRUPTCY FOR OPIOID TRAINING AND EDUCATION (STEP 2 OF 2)

RECOMMENDATION
Amend the Fiscal Year 2025-2026 Budget by $32,775.88 in unrealized revenues from the Mallinckrodt Bankruptcy funding and amend expenditures for the same.

REASONS FOR RECOMMENDATION
Staff have identified uses for these funds that conform with the utilization requirements, lessen impacts to the General Fund, and educate regarding opioid and substance abuse. Per City Charter Section 703, amending the budget requires a public notice of intent prior to any action taken (step 1). Step 1 came before City Council at the March 24th, 2026 City Council meeting. This is step 2 of the 2-step process to amend the budget.

BACKGROUND AND DISCUSSION
This is step 2 of the 2-step process to amend the budget. Step 1 came before City Council at the March 24th, 2026 City Council meeting.

On October 12, 2020, Mallinckrodt PLC, a pharmaceutical company engaged in the development, manufacturing, and marketing of pharmaceutical products, including opioids, commenced bankruptcy proceedings in the U.S. Bankruptcy Court for the District of Delaware to, among other things, address their opioid liabilities. In connection with the bankruptcy filing, Mallinckrodt entered into a Restructuring Support Agreement (“RSA”) with Attorneys General for 50 states and territories. The RSA established the National Opioid Abatement Trust (NOAT) II for the distribution of funds to Mallinckrodt PLC’s public creditors.

The City of Vallejo has received $32,775.88 from the Mallinckrodt Bankruptcy and no additional funding is to be anticipated from this source.

The Vallejo Police Department has identified two potential uses for the funds:

Opioid and Substance Abuse Training - The Connect and Protect: Law Enforcement Behavioral Health Response Program has a local-match requirement to fund Opioid and Substance Abuse training for officers.

The cost of the training/local match amount is $25,250.

The 3rd Grade Reading Program - Vallejo Police Department, in partnership with VCUSD and IHART, conduct an annual 3rd Grade Reading Program. Officers visit classrooms and read Making It Better in Vallejo by Andre Lewis to students, and gift over 800 books annually. The recent edition of the book contains educational information regarding opioids and substance abuse and safety in a fashion understandable by young children. The cost of printing the books amounts to $4,660.13.

Any additional funding offsets the staff time for those participating in these programs. City staff proposes to

Date: April 14, 2026
Subject: ADOPT A RESOLUTION AMENDING THE FISCAL YEAR 2025-2026 BUDGET IN THE AMOUNT OF $32,775.88 FROM THE MALLINCKRODT BANKRUPTCY FOR OPIOID TRAINING AND EDUCATION (STEP 2 OF 2)

use the opioid funds to support these two eligible activities.

FISCAL IMPACT
This action will amend the Fiscal Year 2025-2026 budget and increase revenues by $32,775.88, and the corresponding expenditures by the same amount.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS
None

CONTACT
Jason Ackley, Assistant to the City Manager
[email protected]

CONSENT CALENDAR 8.O.

DATE: April 14, 2026
TO: Mayor and Members of the City Council
FROM: Erik Rzomp, Executive Assistant to Mayor Sorce
SUBJECT: AUTHORIZE THE COUNCIL TO APPROVE A PROCLAMATION RECOGNIZING APRIL 2026 AS ARTS, CULTURE, AND CREATIVITY MONTH

RECOMMENDATION
Vallejo City Council to approve a proclamation recognizing April 2026 as Arts, Culture, and Creativity Month.

REASONS FOR RECOMMENDATION
To raise awareness that arts, culture and creativity are essential to a vibrant, inclusive and thriving community.

This proclamation was requested by the Commission on Culture and the Arts. Granting of this proclamation is in accordance with Vallejo City Council Policy and Procedure for Issuance of Ceremonial Documents.

BACKGROUND AND DISCUSSION
Arts and culture bring value to the community.

Quoting from the California Arts Council website, Arts and Culture benefit us in the following areas:

Economic Impact
• Jobs – Ten percent of California jobs are part of the creative industries. • Economic growth – The creative industries account for 7.8% of California's GDP. • Tourism – Arts travelers stay longer and spend more money than the average tourist. • Workforce contributions – California's creative industries employ 1.4 million workers who earn $99.3 billion in annual income

Healthy Communities
• Civic Pride – A high concentration of arts in a city leads to less poverty, more civic engagement, and social cohesion.
• Cross-cultural harmony – The arts help people express values, feel empathy, and triumph over their differences.
• Health care – Arts’ healing benefits result in shorter hospital stays and better pain management; music therapy helps stroke and head injury patients regain their ability to speak.

Arts Education
• 21st century workforce – Creativity is the #1 attribute sought by today’s employers. • Academic achievement – A student involved in the arts is four times more likely to be recognized for academic achievement.
• Attendance – Arts engagement results in higher attendance and lower dropout rates. • College readiness – Low-income students with high arts engagement are more than twice as likely to graduate college as their peers with no arts education.

Arts-in-Corrections
• Reducing recidivism – Arts programs in prisons help reduce recidivism rates. • Safety – Arts programs direct inmates' energy in a positive direction and lower tension levels, resulting in a

Date: April 14, 2026
Subject: AUTHORIZE THE COUNCIL TO APPROVE A PROCLAMATION RECOGNIZING APRIL 2026 AS ARTS, CULTURE, AND CREATIVITY MONTH

safer prison environment.
• Inmate growth – Inmates who engage with the arts are more likely to be intellectually flexible, self-confident, motivated, and socially competent.
• At-risk youth – At-risk students with access to the arts tend to have higher career goals, better workforce opportunities, and more civic engagement

FISCAL IMPACT
None.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. 04142026 Arts, Culture, & Creativity Month - April 2026_

CONTACT
Erik Rzomp, Executive Assistant to Mayor Sorce (707) 648-4377 [email protected]

PROCLAMATION
RECOGNIZING APRIL 2026 AS ARTS, CULTURE, & CREATIVITY MONTH WHEREAS, Arts, Culture, & Creativity Month in April marks the 8th annual statewide celebration, first established by the California Legislature in 2019; and
WHEREAS, the City of Vallejo recognizes that arts, culture, and creativity are essential public goods, vital for the health and growth of thriving communities; and
WHEREAS, arts, culture, and creativity create a vibrant art community and celebrate the richness of our City’s diversity; and
WHEREAS, arts, culture, and creativity shape neighborhood character, attract tourism, foster civic pride, and contribute to public safety and social well-being; and WHEREAS, creativity sparks innovation, provides youth with a well -rounded education, and equips our future workforce with critical skills and civic values; and WHEREAS, arts, culture, and creativity drive local economic growth, stimulate business activity, create jobs and workforce opportunities, and serve as essential pillars for small businesses; and WHEREAS, the City of Vallejo’s Commission on Culture and the Arts leads efforts to advance the arts through programs, partnerships, and cross-sector initiatives; and NOW, THEREFORE, BE IT PROCLAIMED that I, Andrea Sorce, Mayor of the City of Vallejo and the Vallejo City Council do hereby proclaim April 2026 as Arts, Culture, & Creativity Month and encourage all residents to join in the celebration.

Dated: April 14, 2026

__________________________________

ANDREA SORCE, MAYOR

Vice Mayor Diosdado ‘JR’ Matulac, District 2
Council Member Peter Bregenzer, District 5
Council Member Helen-Marie Gordon, District 6
Council Member Tonia Lediju, District 3
Council Member Alexander Matias, District 1
Council Member Charles Palmares, District 4

ACTION ITEM 9.A.

DATE: April 14, 2026
TO: Mayor and Members of the City Council
FROM: Dawn G. Abrahamson, City Clerk
SUBJECT: ADOPT A RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS

RECOMMENDATION
Adopt a resolution making the following appointments:
• Architectural Heritage & Landmarks Commission (AHLC): 2 vacancies • Code Enforcement Appeals Board (CEAB): 1 vacancy
• Housing & Community Development Commission (HCDC): 1 vacancy • Participatory Budgeting & Steering Committee (PBSC): 5 member and 3 alternate vacancies

REASONS FOR RECOMMENDATION
A number of vacancies currently exist across 11 City boards, commissions and committees including two tenant commissioners to the Vallejo Housing Authority. Interviews were conducted virtually by the two councilmember teams for vacancies to the AHLC, CEAB, HCDC, and PBSC on March 23, 25 and 26. With these interviews complete, this item is presented to the City Council for appointment.

BACKGROUND AND DISCUSSION
Vacancies on City Boards, Commissions, and Committees have been ongoing since 2025. A press release was issued January 29 and notices were distributed via the City's social media channels and the Vallejo Weekly. While the Council made appointments to various boards and commissions on February 24, given the number of existing vacancies and because there were more vacancies than applications received, the filing period has been extended indefinitely until all vacant positions are filled.

A sufficient number of applications were received following the appointments on February 24, allowing interviews to proceed for the AHLC, CEAB, HCDC, and PBSC.

Interview Process
Councilmembers Councilmembers Lediju and Palmares conducted virtual HCDC applicant interviews on March 23. Councilmembers Matias and Vice Mayor Matulac conducted virtual CEAB applicant interviews on March 25. Councilmembers Bregenzer and Gordon conducted virtual AHLC and PBSC applicant interviews on March 26. Attendance and participation in the interview process is required for appointment consideration. The 2-member Council interview teams will make initial nominations during the appointment process, followed by nominations from the remaining councilmembers.

Copies of applications were provided to the Mayor and Council and are available to review in the City Clerk's Office.

Date: April 14, 2026
Subject: ADOPT A RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS

Commission Details and Recommendations
AHLC - VMC Chapter 2.48
• 7-member body; must be City residents with demonstrated interest or experience in architecture, aesthetics, or cultural heritage.
• 2 vacancies (terms expiring 12/31/26)
• 2 applications received; 1 applicant interviewed March 26 • Recommendation: Appoint to fill 1 of the 2 vacancies for a term through 12/31/26

CEAB - VMC Chapter 2.49
• 7-member body, must be a City resident
• 1 vacancy (term to expire 12/31/29)
• 4 applications received; 3 applicants interviewed March 25 • Recommendation: Appoint to fill the vacancy for a term through 12/31/29

HCDC - VMC Chapter 2.46
• 7-member body, must be a City resident
• 1 vacancy (term to expire 6/30/28)
• 5 applications received; 4 applicants interviewed March 23 • Recommendation: Appoint to fill the vacancy for a term through 6/30/28

PBSC
• 11-member committee with 3 alternate seats; collaborates with staff to guide PB process. Must be a City resident.
• 5 member and 3 alternate vacancies (all terms expiring 6/30/27) • 3 applications received; 2 applicants interviewed March 26 • Recommendation: Appoint to fill 2 of the 5 member vacancies for terms through 12/31/27

NEXT STEPS

Staff will continue recruitment efforts for remaining vacancies to standing boards, commissions and committees.

FISCAL IMPACT
There is no fiscal impact associated with filing vacancies to standing commissions.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution Making Appointments to Boards.Commissions 041426 CAO Stamp

Date: April 14, 2026
Subject: ADOPT A RESOLUTION MAKING APPOINTMENTS TO VARIOUS CITY BOARDS AND

COMMISSIONS

2. List of Eligible Applicants 041426

CONTACT
Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 26-____ N.C.

MAKING APPOINTMENTS TO VARIOUS BOARDS, COMMISSIONS, AND

COMMITTEES

WHEREAS, the Vallejo City Council has established various boards, commissions and committees which may be advisory, policy, appellate and/or rule making; and

WHEREAS, members of these boards, committees, and commissions shall be appointed and vacancies shall be filled for the unexpired portion of the term in the same manner as the original appointment pursuant to the Vallejo Municipal Code; and

WHEREAS, section 2.26.030 of the Vallejo Municipal Code provides that the term of office of each member appointed by the City Council shall be for four years, except as otherwise provided by ordinance or resolution, and that terms of members shall be staggered so that the number of terms expiring annually shall be approximately equal; and

WHEREAS, there currently exist vacancies on boards, commissions and committees, and

WHEREAS, pursuant to section 2.02.350 of the Vallejo Municipal Code, the City Clerk has published notices of these vacancies, received applications of interest, and delivered to the City Council all applications submitted; and

WHEREAS, the City Council reviewed the applications submitted and has conducted interviews.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL AS FOLLOWS:

The following appointments are hereby made to the following Boards, Commissions and Committees.

Architectural Heritage & Landmarks Commission (AHLC) – 2 vacancies (terms to expire 12/31/26

_____________________ - for a term to expire 12/31/26

Code Enforcement Appeals Board (CEAB) – 1 vacancy (term to expire 12/31/29)

_____________________ _ - for a term to expire 12/31/29

Housing & Community Development Commission (HCDC) – 1 vacancy (term to expire 6/30/28)

_______________________ _ - for a term to expire 6/30/28

Participatory Budgeting Steering Committee (PBSC) – (5 member & 3 alternate vacancies (terms to expire 6/30/27)

_________________________ - for a term to expire 6/30/27

_________________________ - for a term to expire 6/30/27

Adopted by the City Council of the City of Vallejo at a regular meeting held on April 14, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK

*Current Commissioner
List of Eligible Applicants for Appointment
(April 14, 2026)

Architectural Heritage & Landmarks Commission – 2 vacancies (Terms to expire 12/31/26)

Carissa Weintraub

Code Enforcement Appeals Board – 1 vacancy (Term to expire 12/31/29)

Michael Bunch
Cathy Rojas
Yashica Simpson

Housing & Community Development Commission – 1 vacancy (Term to expire 6/30/28)

Clyde Huff
Brianna Rogers
Yashica Simpson
Ebony Smith

Participatory Budgeting Steering Committee – 5 member and 3 alternate vacancies (terms to expire 6/30/27)

Trevor Keavney
Felicia King

ACTION ITEM 9.B.

DATE: April 14, 2026
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
SUBJECT: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO INDIANS

FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL DEVELOPMENT AND

ENCROACHMENT PERMIT, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME,

AND FINDING SUCH ACTIONS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

RECOMMENDATION
Adopt a resolution approving a draft Memorandum of Understanding (MOU) between the City of Vallejo (City) and Scotts Valley Band of Pomo Indians (Tribe) for temporary City Services for temporary Tribal development, authorize the City Manager to execute same, and finding such actions exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines sections 15303 and 15304.

REASONS FOR RECOMMENDATION
The Tribe approached the City regarding entering into an MOU with the City to provide Temporary Services (police, fire and water) and agreeing to a process for the issuance of an encroachment permit for utilities to support interim development activities on the Tribal trust land located within the City of Vallejo. City Council provided direction to staff to negotiate a MOU regarding the provision of Temporary Services to the Temporary Development. The original request included the development of Temporary Tribal Offices. Subsequently, the Tribe adjusted the request to include the use of the temporary modular buildings for tribal gaming activities under federal law and has since requested the original office uses as well. Staff have analyzed the potential impacts of the requested services and find that the City has capacity to serve the limited temporary use, provided that certain mitigations are implemented.

BACKGROUND AND DISCUSSION
Background
In 2016, the Scotts Valley Band of Pomo Indians (Tribe) submitted a request to the Secretary of the U.S.

Department of the Interior to acquire land in Vallejo into federal trust as its restored lands, for the benefit of the Tribe and in support of a proposed casino and tribal homeland project. In the years that followed, Tribal officials met with members of the City Council and City staff during the mayoral administrations of Osby Davis and Bob Sampayan to discuss the Tribe’s plans.

In July 2024, following eight years of federal review and litigation, the Bureau of Indian Affairs (BIA) of the Department of the Interior prepared an Environmental Assessment (EA) to analyze the potential environmental consequences of the Tribe's proposed Casino and Tribal Housing Project, which included the acquisition by the BIA of a 160- acre property into federal trust status for the benefit of the Tribe for gaming purposes (the Tribal Property). The Tribal Property was taken into federal trust on January 10, 2025, and the Tribe announced its intention to develop a casino facility, Tribal housing, a Tribal administration building, and associated parking and infrastructure on the Project Site (Proposed Project). The federal actions necessary to implement the Proposed Project triggered the requirements of the National Environmental Policy Act (NEPA).

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

For the purpose of the Environmental Assessment (EA) under NEPA, the BIA is the Lead Agency and the City of Vallejo is a Responsible Agency.

The Tribal Property consists of four parcels (Assessor Parcel Numbers 0182010010, 0182020020, 0182020080, 0182020010) within the City of Vallejo in Solano County, California. The Tribal Property is bordered by I-80 to the west; Columbus Parkway and commercial development to the south; undeveloped land to the north; and undeveloped land, a City water tank, electrical substation, and Vallejo Fire Station #27 to the east. The Tribal Property is undeveloped except for several unpaved ranch roads and the Temporary Development which is the subject of the Memorandum of Understanding being considered this evening. Note, the Tribal Property previously included a former horse boarding facility which was demolished in 2025.

On July 8, 2024, the BIA circulated the NEPA EA for public review. The City of Vallejo analyzed the NEPA EA document and submitted comments to the BIA on August 22, 2024 addressing potential impacts of the contemplated casino and housing project on the City. City staff also participated in the public hearing on the document on July 23, 2024.

Prior to the City submitting its comment letter, the Tribe reached out to City staff to discuss the potential impacts on the City of Vallejo. The Tribe offered to engage with the City to further study and analyze the potential impacts of the Proposed Casino and Housing Project and discuss potential mitigation measures for the potential impacts on the City. City Council authorized staff to begin analyzing impacts with expert consultants and to negotiate a Cooperative Agreement to memorialize the next steps for the City’s involvement.

On November 19, 2024, the City and the Tribe entered into a Cooperative Agreement that formalized the Parties’ commitment to initiating discussions and establishing a foundational framework for cooperative dialog on matters of shared interest relating to the Proposed Casino and Housing Project and the Tribal Property. In late 2024, the Tribe’s General Council and Tribal Council approved the Cooperative Agreement via their own resolutions including limited waiver of sovereign immunity for enforcement of the Agreement. Immediately upon the execution of this Cooperative Agreement, the Parties commenced diligent and good faith negotiations to finalize, approve, execute and deliver an Intergovernmental Agreement. The Intergovernmental Agreement would provide binding and enforceable mitigations of potentially significant environmental effects of the Proposed Casino and Housing Project, including but not limited to:

Water Infrastructure, Easements, Capacity and Supply: Design, connection, and expansion of water services to support the Proposed Project and Project Site’s development, including any necessary easements, infrastructure, necessary supply, and capacity expansion.

Sewer, Wastewater and Stormwater: Coordinating with the Vallejo Flood and Wastewater District and the City on the establishment of appropriate easements and infrastructure necessary for wastewater and stormwater services and capacity, therefore.

Vehicle and Emergency Access: Ensuring adequate access to the Proposed Project and Project Site for vehicles, including emergency services, to maintain public safety and facilitate emergency response.

Transportation Infrastructure and Capacity: Design, planning and construction of necessary infrastructure for traffic and transportation to address both local and regional impacts.

Public Safety Services: Identifying service level capacity necessary for law enforcement, fire protection, and

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

emergency medical services to be provided in connection with the proposed Project impacts.

Social Impacts: Identifying adequate measures to address social impacts resulting from the Proposed Project, such as gambling addiction, personal bankruptcies, prostitution, drug addiction, and crime.

Other Impacts: Facilitating discussions of any other impacts identified in the Environmental Assessment or those which may be identified by the Parties during the negotiations contemplated herein.

Since execution of the Cooperative Agreement, the Tribe has funded impact analysis in the areas outlined above through a Reimbursement Agreement with the City.

As stated above, on January 10, 2025, the Department of the Interior (DOI) approved the land into trust application and placed the 160 acres into trust for benefit of the Tribe. However, on March 27, 2025, the Department of the Interior issued a letter rescinding the site’s gaming eligibility determination. That rescission triggered and remains the subject of ongoing litigation. This ongoing litigation does not involve the City of Vallejo.

On May 27, 2025, the City Council authorized, and on May 29, 2025 the City of Vallejo sent a letter to the DOI regarding the Temporary Rescission of the Gaming Eligibility made on March 27, 2025 by the DOI.

On September 19, 2025, the Tribe began site work on its Tribal Property land in Vallejo to establish temporary office facilities. As use of the Tribal Property is governed by federal law, it is, absent agreement with the Tribe relating to jurisdiction, not subject to the City's land use, building or zoning regulations and the Tribe does not have to obtain the City's consent to develop the property.

Notwithstanding the Tribe's sovereign immunity under federal law, relating to its right to erect structures on the Tribal Property without going through the City's formal land use, zoning and building entitlement processes, the Tribe contacted staff and expressed interest in negotiating an MOU with the City for the provision of temporary City services including Water, Police and Fire to serve the temporary office facilities being worked on by the Tribe. Staff received a first draft of a proposed MOU from the Tribe on August 4, 2025. Staff reviewed the draft in order to ascertain if the proposal was something staff could recommend, prepared a staff report and brought the draft forward to the City Council for direction on September 30, 2025. City staff felt it was important to bring the Temporary uses and proposed MOU for the Council to consider before moving forward with engaging in negotiation of specific terms.

At its September 30, 2025 meeting, City Council authorized staff to proceed to negotiate an MOU with the Tribe related to the provision of temporary City services to a portion of the Tribal Property upon which the Tribe was constructing temporary structures. In order to help inform negotiations on the terms of the proposed MOU for Temporary services, on December 9, 2025, staff engaged with the consultant AP Triton to assess impacts on Public Safety for the proposed Temporary Uses in order to understand impacts and possible mitigations. Staff also engaged with West Yost and City Water staff to analyze water capacity for the Temporary Development to ensure capacity exists before moving the MOU forward for consideration, as well as to understand the Water Department's needs and potential concerns relating to the provision of contemplated water services.

Interim Development Proposed in the MOU

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

The original draft MOU and negotiations with staff centered around providing Temporary Police, Fire and Water services to the Temporary Development consisting of two prefabricated temporary structures for office uses, associated parking areas, and access ways. The contemplated MOU would provide details of the provision of the requested services on a reimbursable basis, while impact analysis and negotiation on a Future Intergovernmental Agreement for the larger casino project continued. Staff began negotiating terms of the MOU for the temporary provision of services for the temporary Tribal offices after Council direction on September 30, 2025.

On November 19, 2025, the Tribe notified the City that due to the recent litigation update that gaming eligibility was re-instated, the Tribe was going to pursue a small-scale gaming activity in the modular units previously planned for the Tribal offices. The City was not aware of this change in project description to add the class II gaming facility within the temporary modulars until the Tribe communicated it November 19, 2025, after which staff promptly notified City Council by email and in one on one check-ins. The contractor change order is dated December 3, 2025, which includes the changes from offices to class II gaming in the proposed temporary modular units. The project description was subsequently updated by the Tribe and presented to staff on January 18, 2026.

The current project description, attached as Exhibit C to the draft MOU, provides for a limited, temporary development of a parking area, two modular buildings to be used for tribal gaming purposes, and a third modular building to be used for tribal offices. Continuous onsite security will be maintained on a 24/7 basis. This temporary gaming and office proposal does not include the larger casino development.

Future plans for the 160-acre property (not included within this current proposal) include development of a casino facility with restaurants, bars, and a ballroom for events, to operate 24 hours a day, 7 days a week. The project also includes 24 single-family tribal housing units and a tribal administration building providing office space for up to 30 employees. In addition, approximately 45 acres will be designated as a biological preserve to protect high-quality habitat for special-status species. Collectively, the future project is anticipated to generate approximately 3,640 full-time equivalent jobs.

MOU Terms and Conditions
Although negotiations on the MOU for the Temporary Development for the office and subsequently gaming facilities did not begin prior to November Council notification and input, the Cooperative Agreement previously entered into with the Tribe allows for study and negotiation relating to the impacts of the future larger casino and housing project discussed above. The analysis of impacts to inform the potential future Intergovernmental Agreement and discussion of same began after the Cooperative Agreement was approved on November 19, 2024. This impact analysis is funded by the Tribe through a Reimbursement Agreement and allows the City to have its own experts make recommendations on potential impacts and proposed mitigations for the larger Casino and housing project. The City hired AP Triton to begin analysis of the larger future Casino and housing project impacts and engaged with the consultants on December 10, 2025 to also address the impact assessment of the Temporary Development contemplated in the MOU. The AP Triton final report is attached to this staff report dated January 26, 2026. AP Triton's analysis assumed 24/7 operations of the temporary gaming and office facilities proposed in the MOU and proposes mitigations of approximately $700,000 the first year and $500,000 each year thereafter.

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

The Tribe hired KlasRobinson consultants to analyze potential Police and Fire impacts of the Temporary Development and to prepare a similar report to the AP Triton report. The KlasRobinson report is also provided as an Attachment dated February 2, 2026. KlasRobinson assessed the annual mitigations to be in the range of $80,000.

Utilizing the AP Triton analysis prepared for the City, staff proceeded to negotiate the mitigations in the Draft MOU with the Tribe. As proposed this evening, the MOU provides for the total mitigations for the Temporary development activities at $602,000 the first year and $502,000 per year thereafter with a maximum of a three- year term.

Specifically, the material terms of the MOU are outlined below for City Council consideration. The detailed financial terms are included in EXHIBITS D and E of the draft MOU.

1. Police Mitigations: The Tribe is currently maintaining 24/7 security onsite for the entirety of the Tribal property. The MOU proposes that the Tribe continue to maintain the 24/7 private security services, but also pay to the City the equivalent of one fully loaded Police Officer position including salary and benefits for the term of the MOU to ensure capacity to serve the project. The Tribe would receive no level of service beyond what current community experiences. Staff will monitor and report on calls for service at 90-day intervals to assess staffing needs (funded by the administrative funding in the mitigation payment). In the case of an extraordinary public safety event at the site, the Tribe will in addition pay the actual costs of augmented services.

3. Fire Mitigations: The Tribe agrees to submit to the City permit process and pay fees for compliance review, to ensure capacity to serve the project, The Tribe will get no additional service beyond what the current community experiences. In an extraordinary event, the Tribe will pay actual costs of augmented services.

4. Water Mitigations: The Tribe agrees to submit to the City permit process and pay fees for compliance review, comply with all City, state and federal water regulations and pay for water usage monthly at the rate charged to outside Vallejo water ratepayers. The Water Department has analyzed capacity for the Temporary project and has stated the system has capacity. See the Water Department memorandum dated April 2, 2026 attached to this staff report.

5. Traffic Mitigations: The Tribe agrees to fund a traffic study to augment the prior study that was not thorough enough to mitigate City of Vallejo traffic impacts for the larger casino project once project information is refined. The Tribe has also agreed to contribute to pothole repair in the area during the temporary activities.

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

6. Activation and Mobilization Fee (Year 1 Only): The Tribe shall provide a one-time activation and mobilization fee in the amount of $100,000 upon effective date of the MOU. This fee will cover Fire and Police training and other staffing costs during the first year of temporary service provision.

7. Property tax loss: The Tribe has agreed to make payments equivalent to the property taxes previously assessed on the site. This amounts to approximately $12,698 per year for 200 Columbus Parkway. This ensures the City does not lose revenues during the interim timeline.

8. Community Benefits: The Tribe has agreed to fund a charitable budget of $100,000 in 2026 for non- profit support within the City of Vallejo. The City will coordinate with the Tribe on the budget approval of the non-profit support. Also, the Tribe has noted that 15% of 30 employees on the current construction job live within the City of Vallejo.

The following is a comprehensive financial breakdown of the proposed mitigation described above:

Funding Category Amount Equivalent of one (1) fully loaded police officer salary $362,000 Portion of administrative assistant support $27,302 Fees-in-lieu of property taxes (Exl. APN: 0182-010-010) $12,698 Non-Profit donations per year $100,000 Annual Total $502,000
Year One Total (includes $100,000 activation fee) $602,000

***The above mitigations will be required to be paid upon execution of the MOU and services will cease if the MOU is terminated. The City can terminate the MOU for any reason with a 30 day notice to the Tribe.

Additional Community Financial Support

Note that the Tribe has voluntarily made financial contributions to the following community organizations and events in 2025:

Winged Migration Festival
Waterfront Weekend
Broadway Village Housing project
Bikes for Kids event
Pista D’Sayon
Juneteenth Celebration

Benefits and Risks of Entering into a MOU for Interim Development of the Interim Development Activities

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

The benefits to the City of entering into a MOU include the following:
• Provides essential municipal services that safeguard health and safety at the Tribe’s temporary facilities.
• Ensures cost recovery to the City and avoids unfunded impacts on the General Fund. • Strengthens the City’s intergovernmental relationship with the Tribe. • Establishes clear roles and protocols for emergency response, water service, and permitting. • Advances implementation of the Cooperative Agreement approved by Council in November 2024. • Provides an opportunity to address additional community benefits and longer-term infrastructure needs in coordination with the Tribe.
• Independent analysis of areas of concern that are specific to Vallejo in order to ensure mitigation reduces impacts since the land to trust was approved by the BIA. The MOU provides financial mitigation measures which have been analyzed to provide mitigation to lessen the effects on the community and ensure the City is reimbursed for any services provided. Without the mitigation payments, the City may incur unfunded impacts relating to the development if the Tribe proceeds to develop without the MOU.

The risks to the City of entering into a MOU include the following:
• Providing services to the Tribal Property may increase demand on fire and police resource,s which could exceed the financial payments set forth in the MOU. This risk is largely reduced by the termination provisions of the MOU, which can be exercised by the City if costs exceed the financial contributions.
• Enforcement of terms, even with a limited waiver of sovereign immunity, may be more complex than with non-tribal entities.
• Proceeding with the MOU may result in some community members viewing the MOU as committing to the Tribe’s long-term development (e.g., potential casino project), which has yet to be approved and which may never occur.
• One risk of declining to proceed with the MOU is that the Tribe may continue its temporary development activities without City participation. If that occurs, there is some risk of the community feeling the impacts of the Temporary Development but not receiving the offsetting benefits described in the MOU.

Public Comments

On February 4, 2026, the City received a letter from the Lytton Rancheria which outlined several concerns with CEQA and the project review of CEQA for this MOU of the interim project. The letter is attached for reference.

On February 25, 2026, the City received a response letter from The Scotts Valley Band of Pomo Indians. The letter is attached for reference.

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

On February 15, 2026, Julie Wang sent an email asking the City to cease and desist any and all actions related to the Scott’s Valley Casino as attached. Given that the Tribe has been declared the beneficial owner of the property by the federal government and that there is no stay or order from the courts preventing the Tribe from developing the property, there is no expected risk in proceeding to engage in discussions or actions relating to the property as the Council may direct.

The Tribe has updated their website to encourage engagement with the Tribal Council. The new website can be found at: www.StandwithScottsValley.com .

Other Issues

As has been previously reported to the Council, in undertaking construction operations onsite, the Tribe’s contractor tapped into an existing water connection onsite without a permit. Water lines were damaged and water was used to the extent of approximately $15,000. An invoice was sent to the Tribe to pay for the unauthorized water use and repair of infrastructure, which was paid thereafter.

Status of Impact Analysis for Larger Casino Project

Since execution of the Cooperative Agreement, the Tribe has funded impact analyses in agreed upon areas through a Reimbursement Agreement with the City as agreed prior. The following studies are currently underway:
• Water Impacts on Capacity and Infrastructure: Near term impacts have been analyzed by West Yost and the City has capacity to serve the interim project. Long term impact analysis is complete as of March 31, 2026 and the report shows the City has capacity to serve the larger casino project if several mitigation measures and system upgrades are incorporated. • Traffic and Transportation Impacts: Initial peer review by Fehr and Peers is complete and recommended further study has been identified. A scope for the additional analysis has been obtained and sent to the Tribe for review.
• Economic and Social Impacts: Draft analysis has been completed partially by Advantage Partners Consulting. City staff has identified additional needs that require another consultant's expertise to outline clear mitigations of the impacts. Staff has procured two additional scopes to undertake the remaining work and has forwarded those scopes to the Tribe for review. • Public Safety Impacts: Long Term impact analysis for the larger casino and housing project is still underway and is expected to take another 6-9 months to complete. • Sewer and Wastewater: Vallejo Flood and Waste District has contracted independently with the Tribe to complete this analysis. The report should be finalized later this year.

Once completed, the studies will provide measured impacts and proposed mitigation measures for each of the impact areas, which will inform the negotiation of a possible Intergovernmental Agreement with the Tribe prior to the commencement of a Gaming Compact and the larger Casino development.

Lawsuit Status

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

Scotts Valley Band of Pomo Indians v. Doug Burgum, et al.

On January 10, 2025, the U.S. Department of the Interior issued a final decision accepting four parcels totaling 160-acres into trust for the Scotts Valley Band of Pomo Indians and determining that the parcel qualified as “restored lands” eligible for gaming under the Indian Gaming Regulatory Act of 1988.

On March 27, 2025, the Department of the Interior issued a letter purporting to temporarily rescind the gaming eligibility determination and reopen the issue for reconsideration, asserting concern that additional materials submitted after the 2022 remand had not been considered. As a result, the land was temporarily ineligible for tribal gaming activities. Scotts Valley immediately challenged the rescission in federal court.

On October 30, 2025, the U.S. District Court held that the rescission violated the Tribe’s procedural due process rights under the Constitution because the Department revoked the eligibility determination without adequate notice or opportunity to be heard. The court vacated the rescission but allowed the Department discretion to continue reconsideration if it chose to do so. Meanwhile, three separate federal lawsuits challenging the January 10 trust acquisition and gaming eligibility determination were filed by other Indian tribes. Those cases are currently stayed while the Department conducts reconsideration proceedings. If those cases proceed in the ordinary course once the stay is lifted, the litigation process—including district court proceedings and potential appeals—could reasonably extend for approximately three years (36 months) before final resolution.

Gaming Compact and Gaming Ordinance Status
• Gaming Compact: On March 4, 2025, the Governor’s Office accepted the Tribe’s request to enter into negotiations for a Tribal–State Class III gaming compact. The Tribe and the State met on March 27, 2025 for their first negotiation session and a second meeting was scheduled for May 14, 2025. After the Department of the Interior issued its March 27, 2025 letter temporarily rescinding the Tribe’s January 10, 2025 gaming eligibility determination for reconsideration, the State requested that upcoming compact negotiation deadlines be put on hold. Following the October 2025 court decision restoring the Tribe’s gaming eligibility, compact negotiations resumed and are ongoing. • Required Compact Approvals: Once a compact is successfully negotiated, it must be ratified by the California State Legislature and approved by the Secretary of the Interior before taking effect. • Tribal Gaming Ordinance: Scotts Valley Band of Pomo Indians originally adopted a Gaming Ordinance in 1996 to authorize and regulate Class I, II, and III gaming on Tribal lands. On January 28, 2025, the Tribe amended its Gaming Ordinance to ensure continued compliance with IGRA and federal regulations. On March 25, 2025, the National Indian Gaming Commission (NIGC) reviewed and approved the amended Ordinance, confirming that it meets the requirements of IGRA and NIGC regulations. With NIGC approval of the amended Gaming Ordinance, the Tribe has satisfied a critical prerequisite for conducting Class II and, subject to a Tribal–State compact, Class III gaming on its trust lands.

Next Steps

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

If City Council approves moving forward with the MOU for the Tribe's temporary development, the following steps will take place:

1. Encroachment Permit- City staff will finalize review of the encroachment permit for utilities and the water permits, and will proceed with issuing approvals.

2. Impact Analysis and Intergovernmental Agreement Negotiations- Consultant analysis of potential impacts associated with the larger casino project will continue. As information regarding the scope of the impact areas becomes available, staff will return to City Council to present the studies and proposed mitigation measures, which will inform future negotiations of the potential Intergovernmental Agreement with the Tribe. This impact analysis, funded by the Tribe, will proceed concurrently with the Department of the Interior’s reconsideration process. Following completion of the Department’s reconsideration, if favorable, the Tribe and the City may proceed with negotiations of an Intergovernmental Agreement to memorialize mitigation measures, while the Tribe retains the ability to move forward independently on its trust land.

3. Construction for the temporary development of the temporary modular trailers- PG&E, water, sewer, VIP Fiber permits and plans will be processed and approved prior to construction. This process may take several months before the facility is open to the public.

FISCAL IMPACT
The draft MOU for City Council consideration will result in no net budgetary impact to the City, as the Tribe will be funding all associated costs and staffing as outlined in the Draft MOU.

ENVIRONMENTAL REVIEW
The approval of the MOU and the actions set forth therein, is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15303 and 15304, in that the MOU addresses the provision of water and other utility extensions and street improvements of reasonable length that can serve construction of small structures less than 10,000 square feet in floor area, and where al necessary public services are available, in a circumstance where the construction of the structure is not subject to CEQA as the City has no power to approve or disapprove the structures. In addition, the MOU merely provides public services to the site of a temporary use of land having negligible or no permanent effects on the environment where it involves no environmentally sensitive areas, or removal of trees, no slopes greater than 10% will be constructed upon, and where the project is a smaller temporary use of the federal trust property for which a Larger Casino development project was reviewed pursuant to the National Environmental Policy Act (NEPA) and for which an Environmental Assessment was previously adopted by the Secretary of the Interior.

ATTACHMENTS

1. Resolution Approving MOU between the City of Vallejo and the Scotts Valley Band of Pomo Band of Indians to provide Temporary City Services

2. FINAL SVBPI Memorandum of Understanding

3. Scotts Valley Band of Pomo Indians - Cooperative Agreement (Fully Executed)

4. Public Law 83-280

Date: April 14, 2026
Subject: ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

BETWEEN THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO

INDIANS FOR TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL

DEVELOPMENT AND ENCROACHMENT PERMIT, AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME, AND FINDING SUCH ACTIONS EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTION 15303 AND SECTION 15304

5. 02-2026 KlasRobinson - AP Triton Review and Forecasted Police Fire EMS service impact (002)

6. Scotts Valley Water Interim Use Memo

7. Re_ Cease and Desist Demand Regarding Scotts Valley Casino Resort Project – 200 Columbus Parkway, Vallejo, CA

8. SVBPI Chairman Shawn Davis Response to Lytton Rancheria Letter

9. Letter from Chairperson Mejia to Vallejo City Council

10. FINAL Preliminary SVPI Gaming Facility Impact Report for Temporary Facility 20260126

CONTACT
Gillian Haen, Assistant City Manager (707) 648-4163
[email protected]

RESOLUTION NO. 26- _____ N.C.

ADOPT A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN

THE CITY OF VALLEJO AND SCOTTS VALLEY BAND OF POMO INDIANS FOR

TEMPORARY CITY SERVICES FOR TEMPORARY TRIBAL DEVELOPMENT AND

ENCROACHMENT PERMIT, AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

AND FINDING SUCH ACTIONS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO CEQA GUIDELINES SECTIONS SECTION 15303 AND SECTION 15304
WHEREAS, the Scotts Valley Band of Pomo Indians (Tribe) and the City of Vallejo (City) have engaged in preliminary discussions concerning various matters of mutual interest and concern relating to four parcels of undeveloped land located within and adjacent to the City of Vallejo boundary in Solano County, California, known to both Parties as the “Tribal Property,” and identified by Assessor’s Parcel Numbers 0182-010-010; 0182-020-010; 0182-020-020, and 0182-020-080; and
WHEREAS, the Project Site is bordered by I-80 to the west; Columbus Parkway and commercial development to the south; undeveloped land to the north; and undeveloped land, City water tank, electrical substation, and Vallejo Fire Station #27 to the east; and WHEREAS, the City Council previously authorized the City Manager or his designee to execute a Cooperative Agreement on November 19, 2024 with the Tribe; and WHEREAS, the City Council authorized staff to negotiate a Memorandum of Understanding (MOU) related to Temporary Development activities and services on September 30, 2025; and WHEREAS, the Tribe is proposing Temporary Development including two modular buildings for a class II gaming operations and one modular office building in the interim timeline while the larger casino project is being designed and developed and while litigation is pending; and WHEREAS, the Parties agree that if the Temporary provision of Police, Fiore and Water services to the Temporary Development on the Tribal Property benefits the Tribe, the City and the citizens of the region by protecting the health and safety of persons on or near the Tribal Property; and
WHEREAS, both Parties recognize the importance and need for continued discussions and impact assessment regarding the various topics of mutual interest concerning the larger casino development on the Tribal Property outlined in the Cooperative Agreement that include, but are not limited to: water infrastructure; existing and potential future easements and supply capacity related to same; wastewater, sewer, and storm drainage easements and capacity; vehicle and emergency vehicle access to the Tribal Property; transportation infrastructure and capacity; public safety capacity and response; and any other environmental impact area potentially affecting the City, its residents, businesses, and visitors; and WHEREAS, both Parties acknowledge that the above-mentioned topics of mutual interest require attention and commitment to mitigate any potential impacts caused by larger casino future development of the Tribal Property and wish to memorialize such terms in writing; and

WHEREAS, the Parties intend to incorporate these topics, as well as any other negotiated terms, into a separate and subsequent Intergovernmental Agreement; and WHEREAS, the purpose of the parties entering into a MOU at this time is to establish a legally enforceable framework for providing Temporary City Police, Fire and Water Services for the Tribe’s Temporary Development and mitigations for the potential impacts of the Temporary Development on the City of Vallejo; and
WHEREAS, the Tribe and the City intend to continue a cooperative and mutually respectful government-to-government relationship between each other with respect to the Tribe’s potential development of the larger casino Tribal Property and mitigation of potential impacts that could be caused by future development; and
WHEREAS, this MOU establishes Temporary City service of Police, Fire and Water services for the Tribe’s Temporary Development and associated mitigations for a government payment and funding mechanism and, by executing this MOU and the activities contemplated herein, the City does not commit itself to any long term larger casino project; and WHEREAS, the Parties expressly intend for the Intergovernmental Agreement to replace and supersede this MOU, and the Cooperative Agreement, and that upon its execution, the MOU and Cooperative Agreement shall be rendered null and void; and WHEREAS, this MOU is not intended to limit the City’s rights under applicable law to address the adequacy or appropriateness of the environmental analysis in the Environmental Assessment or any larger future casino development.

NOW, THEREFORE BE IT RESOLVED that the City Council does hereby find that entering into the MOU and consenting to the approval the Encroachment Permit, is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15303 and 15304, in that the MOU addresses the provision of water and other utility extensions and street improvements of reasonable length that can serve construction of small structures less than 10,000 square feet in floor area, and where al necessary public services are available, in a circumstance where the construction of the structure is not subject to CEQA as the City has no power to approve or disapprove the structures. In addition, the MOU merely provides public services to the site of a temporary use of land having negligible or no permanent effects on the environment where it involves no environmentally sensitive areas, or removal of trees, no slopes greater than 10% will be constructed upon, and where the project is a smaller temporary use of the federal trust property for which a Larger Casino development project was reviewed pursuant to the National Environmental Policy Act (NEPA) and for which an Environmental Assessment was previously adopted by the Secretary of the Interior.

BE IT FURTHER RESOLVED that the City Council hereby approves the MOU and provides consent to the Encroachment Permit attached hereto as set forth in Exhibit A, attached hereto, and authorizes the City Manager to execute same.

Adopted by the City Council of the City of Vallejo at a regular meeting held on April 14, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

______________________________________

ANDREA SOURCE, MAYOR

ATTEST: ______________________________________
DAWN G. ABRAHAMSON, CITY CLERK

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)

MEMORANDUM OF UNDERSTANDING

BY AND BETWEEN

CITY OF V ALLEJO AND SCOTTS V ALLEY BAND OF POMO INDIANS RELATING TO

TEMPORARY IMPROVEMENTS AND SERVICES

THIS MEMORANDUM OF UNDERSTANDING (MOU) is made and entered as of the date fully executed below, by and between SCOTTS V ALLEY BAND OF POMO INDIANS, a federally recognized Indian tribe (“SVBPI”), and the CITY OF V ALLEJO (the “City”), a California municipal corporation. Each referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, SVBPI is a federally recognized Indian tribe, organized under the Constitution of the Scotts Valley Band of Pomo Indians of the Sugar Bowl Reservation, adopted and approved on September 24, 1994; and
WHEREAS, the United States holds in trust for the benefit of SVBPI certain lands over which SVBPI exercises jurisdiction and governmental authority, including land located at 200 Columbus Parkway, Vallejo, California, identified as Assessor’s Parcel Numbers 0182-020-010, 0182-020-020, 0182-020- 080, and 0182-010-010 (collectively, the “Tribal Property”), as set forth in Exhibit A, attached hereto and incorporated herein by reference; and
WHEREAS, SVBPI possesses unique land, governmental, and cultural interests, and is committed to protecting the safety, welfare, and sovereignty of its members and community, while honoring its cultural heritage and maintaining peaceful conditions on the Tribal Property; and WHEREAS, Public Law 83-280 (67 Stat. 588) grants certain jurisdiction to the State of California over criminal matters and limited civil causes of action on the Tribal Property, and the City acknowledges its rights and responsibilities under applicable law while respecting SVBPI’s sovereign rights; and WHEREAS, SVBPI and the City seek to foster a cooperative and mutually respectful government-to- government relationship, as reflected in a Cooperative Agreement approved by the Vallejo City Council on November 19, 2024, setting forth the Parties’ shared intent to enter into an intergovernmental agreement for municipal services; and
WHEREAS, prior to any intergovernmental agreement, SVBPI desires to undertake temporary development activities on a portion of the Tribal Property described in Exhibit B, attached hereto and incorporated herein by reference (“Subject Property”). Such Temporary development activities include temporary prefabricated modular structures, an entrance driveway/roadway, temporary utilities and

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
parking area for the specific identified uses, all as more specifically described in Exhibit C, attached hereto and incorporated herein by reference (“Temporary Development”). In connection with the Temporary Development SVBPI desires to have temporary water, temporary fire protection and temporary law enforcement support services as well as temporary access improvements to support the Temporary Development all as more specifically described Fin Section 2 below and incorporated herein by reference (“Temporary Services”); and
WHEREAS, the Tribal Property including the Subject Property, is located within the jurisdictional boundaries of the City of Vallejo, Solano County, California; and WHEREAS, the City owns and maintains the portion of Columbus Parkway, a public right-of-way located adjacent to the Tribal Property, and is equipped to provide the Temporary Services; and WHEREAS, the City has permanent water utility and access easements on the Tribal Property for purposes of installing, operating, accessing, maintaining and replacing City water infrastructure; and WHEREAS, the Parties recognize the mutual benefit of coordinating development, infrastructure access, and service provision relating to the Subject Property in a manner that supports the health, safety, and welfare of all communities within and adjacent to the City; and WHEREAS, the Parties desire to establish a cooperative framework to guide the Temporary Services to the Subject Property in a manner that respects Tribal sovereignty, supports intergovernmental collaboration, and promotes effective and efficient public service delivery; and WHEREAS, the City has analyzed potential impacts of the proposed Temporary Development on the City (“Impact Analysis”). SVBPI reimbursed the City for the costs of said analysis through a Reimbursement Agreement executed on April 1, 2025. The results of the Impact Analysis have produced recommended mitigations for the proposed Temporary Services. Such analysis including the recommended mitigation measures are attached hereto as Exhibit D and incorporated herein by reference.

NOW, THEREFORE, the Parties agree as follows:

1. GENERAL

1.1 BACKGROUND

SVBPI and the City recognize the mutual benefits of resource sharing to enhance public safety, improve emergency response capabilities, and ensure reliable access to water services for the Tribal community

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
within the City of Vallejo. SVBPI and the City have a shared commitment to the public welfare and recognize the importance of fostering a relationship anchored by mutual respect. Both Parties wish through this MOU to address the provision of the Temporary Services to the Subject Property to serve the Temporary Development during the Term hereof as set forth in this MOU.

1.2 PURPOSE

The purpose of this MOU is to set forth a formal agreement and conditions for the City to provide Temporary Services to the Temporary Development. In addition, this MOU establishes a shared understanding and agreement concerning SVBPI’s construction and infrastructure activities involving access to and temporary encroachment within, Columbus Parkway, a City right-of-way.

2. TEMPORARY SERVICES AND INFRASTRUCTURE IMPROVEMENTS

2.1 PROVISION OF MUNICIPAL SERVICES AND INFRASTRUCTURE COORDINATION

SVBPI and the City agree to coordinate the provision of the Temporary Services and infrastructure access to support SVBPI’s Temporary Development activities and temporary structures located on the Subject Property. Specifically; the services and activities to be provided or coordinated under this MOU include the following:

2.1.1. Law Enforcement Services

The Vallejo Police Department will provide temporary law enforcement services to the Temporary Development on the Subject Property consistent with its standard response protocols for calls for service within City limits, subject to the following:

(a) While the Tribal Property is held in trust by the United States for the benefit of SVBPI, the City may respond to calls for law enforcement service on the Subject Property as permitted by Public Law 280 and other applicable law. The City may respond (i) when requested by SVBPI representatives or their designees, or (ii) when a call is received from any person on reporting an immediate public safety threat or criminal activity on the Tribal Property.

(b) The Police Department will respond to emergency and non-emergency incidents on or affecting the Subject Property as it would for similarly situated properties within City boundaries. Notwithstanding any provision of this MOU or any language contained herein which could be interpreted to the contrary, the City makes no guarantees, or

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
affirmative representations as to the timing of a law enforcement response or the provision of any response whatsoever.

(c) SVBPI shall employ security personnel or contract for private security on the Tribal Property 24 hrs. a day, 7 days a week.

(d) The Police Department may conduct periodic inspections and site familiarization visits for pre-incident planning, in coordination with SVBPI representatives and with reasonable notice.

(e) Any extraordinary police or emergency response costs such as an incident of civil unrest, active violence, large-scale public safety emergencies, or other events requiring deployment of resources substantially beyond the City’s normal patrol response levels, shall be subject to additional payment at full cost recovery. Any extraordinary response costs shall be invoiced using pre-published and mutually agreed rate schedules provided to SVBPI prior to the Effective Date. The City shall provide written notice to SVBPI as soon as practicable following any event that may give rise to extraordinary response costs and shall provide a detailed invoice and documentation supporting such costs. For purposes of this Section, “extraordinary police response” means an event requiring significant additional personnel, specialized units, or mutual aid resources beyond the routine law enforcement services funded under this MOU. Ordinary calls for service, routine patrol response, incident reporting, and normal law enforcement activities shall not constitute an extraordinary police response

(f) SVBPI shall identify an on-scene representative or designee for emergency coordination.

(g) SVBPI agrees to provide access to all areas of the Tribal Property necessary for the Police Department to perform its services, including where those services are adjacent to the Tribal Property. SVBPI will provide necessary information and support to aid the Police Department in performing its duties. SVBPI agrees to provide necessary support to the Police Department to enable efficient and effective service performance and delivery. Upon request, SVBPI will provide the Police Department with maps and information about the Tribal Property that are relevant to emergency response.

(h) SVBPI hereby grants the Police Department, its agents, employees, and designated police response personnel a nonexclusive license to enter the Tribal Property as necessary to carry out public safety services.

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)

(i) Access to the Tribal Property through gated entries shall be facilitated by the provision of keys to authorized individuals. Such keys shall be issued upon request or made available at designated locations approved by SVBPI.

(j) Police Department Personnel accessing the Tribal Property will use their best efforts to reasonably comply with SVBPI’s environmental or cultural protection laws and protocols that are communicated to the Police Department and City in writing and which, in the opinion of the Police Chief, do not interfere with the provision of services in furtherance of public health, safety and welfare, including but not limited to life safety efforts of the Department.

2.1.2. Fire Protection and Emergency Medical Services

The Vallejo Fire Department (Fire Department) will provide temporary fire services (fire protection, suppression, emergency medical response, and related services) to the Temporary Development on the Subject Property and as necessary, surrounding Tribal Property, consistent with its standard response protocols for calls for service within City limits, subject to the following:

(a) The Fire Department will respond to fire, hazardous material, rescue, and medical emergencies on the Tribal Property in accordance with established City dispatch and response protocols as it would for similarly situated properties within City boundaries.

Notwithstanding any provision of this MOU or any language contained herein which could be interpreted to the contrary, the City makes no guarantees, or affirmative representations as to the timing of a fire department response or the provision of any response whatsoever.

(b) SVBPI shall ensure that fire lanes, driveways, parking areas and access points are designed and maintained to allow timely ingress and egress by emergency apparatus consistent with applicable California Fie Code access and fire flow standards. Fire hydrant(s) and related appurtenances shall be provided by SVBPI, with the Fire Department reviewing and approving the proposed locations and design for purposes of confirming adequate fire flow and emergency access. Access to all hydrants shall remain unobstructed at all times. SVBPI shall submit a complete site plan showing hydrant locations, dimensions and location for fire turnaround, access, ingress and egress and all other relevant fire access information for Fire Department review. SVBPI shall satisfy

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
fire access requirements of the Fire Department in order to receive services at the Tribal Property.

(c) The Fire Department may conduct periodic inspections and site familiarization visits for pre-incident planning, in coordination with SVBPI representatives and with reasonable notice.

(d) Any extraordinary fire or emergency response costs, such as incidents involving large- scale fires, hazardous materials releases, major rescue operations, or other events requiring deployment of resources substantially beyond the Fire Department’s normal response levels, shall be subject to additional payment at full cost recovery Any extraordinary response costs shall be invoiced using pre-published and mutually agreed rate schedules provided to SVBPI prior to the Effective Date. The City shall provide written notice to SVBPI as soon as practicable following any event that may give rise to extraordinary response costs and shall provide a detailed invoice and documentation supporting such costs. For purposes of this Section, “extraordinary fire or emergency response” means an event requiring significant additional personnel, specialized equipment, extended incident command operations, or mutual aid resources beyond the routine fire protection and emergency medical services funded under this MOU. Routine calls for service, standard fire suppression response, emergency medical response, inspections, and other normal fire department activities shall not constitute an extraordinary fire or emergency response.

(e) SVBPI shall identify an on-scene representative or designee for emergency coordination.

(f) SVBPI agrees to provide access to all areas of the Tribal Property necessary for the Fire Department to perform its services, including where those services are adjacent to the Tribal Property. SVBPI will provide necessary information and support to aid the Fire Department in performing its duties. SVBPI agrees to provide necessary support to the Fire Department to enable efficient and effective service performance and delivery. Upon request, SVBPI will provide the Fire Department with maps and information about the Tribal Property that are relevant to emergency response.

(g) SVBPI hereby grants the Fire Department, its agents, employees, and designated fire response personnel a nonexclusive license to enter the Tribal Property as necessary to carry out fire suppression and management activities.

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
(h) Access to the Tribal Property through gated entries shall be facilitated by the provision of keys to authorized individuals. Such keys shall be issued upon request or made available at designated locations approved by SVBPI.

(i) Fire Department Personnel accessing the Tribal Property will use their best efforts to reasonably comply with any of SVBPI’s environmental or cultural protection laws and protocols that are communicated to the Fire Department and City in writing and which, in the opinion of the Fire Chief, do not interfere with the provision of services in furtherance of public health, safety and welfare, including but not limited to life safety efforts of the Department.

2.1.3. Water Utility Connection

SVBPI shall apply for all permits as are normally required for water service from the Vallejo Water Department to temporarily connect the Subject Property to the City’s water utility system for the purpose of providing commercial water service, including, potable water and fire flow (including, but not limited to pressure and hydrant installation) to the temporary Temporary Development, subject to the following terms:

(a) The water service connection point shall be temporary for all purposes and shall be designated and approved by the City’s Water Department. All design and installation shall meet applicable City and State specifications.

(b) SVBPI shall be responsible for all design costs (both those of SVBPI and those of the City), City and any other required review, permitting, materials, installation, backflow prevention, inspection, and meter installation costs. City shall have the right to inspect all infrastructure at any time during the Term hereof.

(c) SVBPI shall coordinate with and comply with all Water Department requirements for scheduling inspections, obtaining meter services, and ensuring testing and certification prior to activation.

(d) SVBPI shall be responsible for payment of connection fees and water used from the City’s service connection through monthly billing from the City at the rates charged to others for out-of-City water services. Notwithstanding anything set forth in Chapter

11.44 of the Vallejo Municipal Code to the contrary, failure to pay such fees and costs shall result in termination of the connection and water service at any time after ten days of written notice from the City of such overdue payment.

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)

(e) The temporary connection shall not be used to supply water for agricultural, farmland irrigation, stock watering, recreation, domestic (residential), large commercial or industrial uses and shall only be used to provide potable water supply to the temporary structures and uses specifically set forth in Exhibit C.

(f) The temporary connection and water service shall terminate upon the expiration or termination of this MOU. The Parties shall coordinate in good faith a mutually acceptable process for deactivation and physical disconnection of the temporary service.

Upon coordination with SVBPI, the Water Department may enter the Tribal Property and remove all equipment, improvements and all water improvements servicing the Tribal Property. If a mutually acceptable process for deactivation is not reached within 60 days, City shall have the right to enter the Tribal Property and deactivate or remove the Temporary connection.

(g) SVBPI shall be responsible for any and all damages to water infrastructure servicing the Tribal property during the Term of the MOU as well as the cost for removal of same as set forth in (f) above.

(h) SVBPI shall comply with the terms of all easements on the Tribal Property, including but not limited to restrictions on grading, location of structures and other improvements in relation to such easements, and shall reimburse the City for any and all damages to any improvements located on the Tribal Property or on City Property upon which water improvements serving the Tribal Property currently or hereafter exist.

(i) The Water Department will collaborate in good faith with SVBPI to address any operational needs, service issues, or infrastructure requirements related to the provision of the temporary water service to the Tribal Property. SVBPI will not in any way interfere with, obstruct, or attempt to control City access to the City Easements on the Tribal Property. It is expressly understood that the City and the Water Department retain full and unfettered access to City Water infrastructure pursuant to and thorough the City easements. The Water Department shall provide advance notice of at least forty-eight (48) hours to SVBPI prior to conducting any non-emergency maintenance, inspections, or other work requiring access to the Tribal Property outside the City Easements. In the case of emergency repairs or urgent service interruptions which require access outside the City Easements, the Water Department shall notify SVBPI as soon as practicable and coordinate to minimize disruption to SVBPI operations.

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
(j) SVBPI agrees to facilitate reasonable access to the Tribal Property for Water Department personnel, as necessary for the operation, maintenance, inspection, or repair of water utility infrastructure on the Tribal Property outside the easement(s). SVBPI further agrees to comply with all rules and regulations of the Municipal Water System, and technical standards pertaining to water usage, including, but not limited to state and federal law, and the Vallejo Municipal Code as the same may be amended from time to time.

2.1.4. Temporary Lane Closures and Encroachment(s)

To support utility connections, driveway improvements, or other construction activities located within the public right-of-way, or City Easements, SVBPI will submit an encroachment permit application and/or excavation permit application, as applicable, to the Public Works Department for authorization to conduct any and all right-of-way or City Easement activities necessary and required for the Temporary Development or contemplated under this MOU. No occupancy of the Temporary Development shall occur prior to approval by City of all encroachments and all work within or directly connecting to any City right of way or easement(s):

(a) Work subject to an encroachment permit includes, but is not limited to, utility connections, driveway tie-ins, and temporary lane closures within the City-owned right- of-way. Work located within the existing City water easement on the Tribal Property shall also require an encroachment permit, including work parallel and east of the existing driveway/access road, shall be coordinated pursuant to the easement terms and performed in a manner that avoids disturbance of the water line and related appurtenances. Prior to the commencement of such work, SVBPI shall request and the Water Department shall provide field locates and alignment confirmation to assist in protecting the water line.

SVBPI and its contractors shall employ reasonable protective measures such as potholing, mark-outs, fencing, and exclusion zones as needed to ensure the water line remains undisturbed. The Parties shall coordinate construction sequencing to maintain service continuity and avoid accidental strikes or outages. N encroachment permit shall be required for work within the easement unless the work extends into the City right-of- way; however, written consent of the City shall be required for any work within the City Easements.

(b) Said application(s) shall include all requirements for a complete application in accordance with City laws, rules and regulations and shall include a traffic control plan if identified as necessary by the City. No work shall be conducted until such permit has been issued and SVBPI shall comply with any and all conditions of such permit(s).

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
(c) All traffic control devices, signage, and detours shall conform to the most current California Manual on Uniform Traffic Control Devices (CA MUTCD).

(d) In addition to any other conditions, SVBPI shall notify the City and emergency responders at least five (5) business days before closures and shall coordinate to avoid peak hours or school traffic unless emergency conditions require otherwise.

(e) In addition to any other conditions, SVBPI shall take all necessary safety precautions and shall promptly restore the roadway, sidewalks, landscaping and other affected improvements to a condition equal to or better than their pre-closure condition.

(f) SVBPI shall not in any way interfere with any City easement in the design, location or construction of any encroachments.

(g) For purposes of this Section 2.1.4, any excavation or encroachment permit previously applied for or issued by the City to SVBPI in connection with the Temporary Development, including utility connections serving the Subject Property, shall be deemed to satisfy the applicable permit requirement under this MOU and shall not be required to be converted to a different permit type, except to the extent the City would require the same change of similarly situated applicants performing comparable work.

2.2 MITIGATION MEASURES

(a) SVBPI shall comply with any and all mitigation measures set forth in Exhibit D within the time period set forth therein.

(b) Notwithstanding the foregoing, SVBPI’s obligation to provide financial mitigation payments associated with police or fire personnel staffing shall be automatically suspended during any period in which public operations of the Temporary Development are suspended or prohibited due to circumstances outside the reasonable control of SVBPI, including but not limited to: (i) a determination by the United States Department of the Interior or other federal authority that the Tribal Property is not eligible for gaming under the Indian Gaming Regulatory Act; (ii) the issuance of a closure order, notice of violation resulting in cessation of operations, or similar directive by the National Indian Gaming Commission or other applicable regulatory authority requiring suspension of gaming or public operations; (iii) acts of God, natural disasters, public health emergencies, or other force majeure events that prevent public operations; or (iv) other governmental actions or court orders that prohibit or materially restrict operation of the Temporary Development. During any such suspension period, SVBPI may terminate this MOU

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
and the City will have no further obligations to provide Temporary Services or Improvements to Temporary Development. In such circumstances, upon cessation of the use and termination of this MOU, the City shall have no obligation to refund annual payments previously made, or to provide any of the Temporary Services as set forth in Section 3.5.

(c) In the event SVBPI voluntarily suspends or ceases public operations of the Temporary Development for reasons not described above, SVBPI shall provide written notice to the City.

Upon receipt of such notice, the Parties shall meet and confer in good faith within thirty (30) days to try to reach mutual agreement on amendments to this MOU. In the event mutual agreement is not reached, this MOU shall be terminated with 30 days written notice. Annual payments previously made will not be refunded and on the expiration of said 30 day period, City will cease providing all Temporary Services and the Temporary Water connection and Water service shall terminate in accordance with Section 2.1.3 (f). .

3. GENERAL PROVISIONS

3.1 TRIBAL JURISDICTION AND AUTHORITY

SVBPI retains governmental jurisdiction over the Tribal Property and reserves the right to establish and enforce Tribal law over the Tribal Property. This MOU shall not expand or diminish the authority or jurisdiction of SVBPI except as may be set forth specifically herein.

3.2 COMMUNICATION AND COORDINATION

The Parties acknowledge the benefit of appropriate information sharing for improving the health and safety of the community and also the importance of limits on the sharing of certain types of information.

In order to facilitate prompt and clear communications, the Parties agree that the representatives identified in Section 3.3 are the primary points of contact for sharing all types of information in accordance with this MOU. The Parties acknowledge that, in some instances, other SVBPI or City representatives or designees may serve as key points of contact for sharing information. Such representatives and/or designees and any changes thereto shall be identified and shared with the other Party.

To the extent necessary, SVBPI and the Police Department, Fire Department and Water Department will establish regular communication channels to facilitate the exchange of information, coordinate efforts, share relevant information, and address any concerns related to the provision of services. Joint meetings may be held on an as needed basis.

3.3 ADMINISTRATION

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)

The following individuals are designated as a representative of the respective Parties. The representatives are responsible for the administration of this MOU and will consult, as necessary, with the other Party on day to day matters that pertain to this MOU. In the event such representatives are changed, the Party making the change shall notify the other Party in writing.

SVBPI Representative: Alondra Herrera Tribal Administrator, (707) 263-4220, alondra.herrera@sv- nsn.gov.

City Representative: City Manager, Assistant City Manager, and City Attorney. 555 Santa Clara St, Vallejo, CA 94590. [email protected] ; [email protected], [email protected].

3.4 EFFECTIVE DATE

This MOU shall become effective as of the date last written below (“Effective Date”) upon execution by authorized representatives of the Parties. Each Party represents and warrants that the individual signing this MOU on its behalf has full legal authority to do so.

3.5 TERM; TERMINATION; SUSPENSION OF SERVICES

(a) This MOU shall become effective upon signature by both Parties and will remain in effect for a period of three (3) years, which may be extended by mutual written agreement.

(b) Either Party may terminate this MOU for any reason at any time upon giving ninety (90) days written notice to the other Party.

(c) Either Party may terminate this MOU for breach following written notice and a thirty (30) day opportunity to cure, except that no cure period shall apply in the case of an imminent threat to health or safety. A termination under this subsection shall be subject to the good-faith meet-and- confer process set forth in Section 4 prior to becoming effective, unless termination is required to address an imminent threat to health or safety.

(d) Notwithstanding any other provision of this MOU, either Party may, upon providing written notice to the other Party, suspend the performance of its obligation under this MOU for a period not to exceed ninety (90) days if such Party reasonably determined that suspending performance is necessary due to unforeseeable circumstances beyond the control of the affected Party, including but not limited to natural disasters, acts of terrorism, civil unrest, or significant changes

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
in the legal or regulatory environment. The notice of suspension must specify the reasons for suspension and the anticipated duration of the suspension period. During the suspension period, the Parties agree to engage in good faith negotiations to address and resolve the circumstances leading to the suspension. If the Parties are unable to resolve such circumstances within the suspension period, either Party may terminate this MOU.

(e) Upon termination of this MOU, all obligations and services terminate. Annual payments previously made will not be refunded and City will cease providing all Temporary Services and the Temporary Water connection and Water service shall terminate in accordance with Section

2.1.3 (f).

3.6 NO AGENCY OR EMPLOYEE STATUS

The Parties agree that neither this MOU nor the Services provided hereunder are intended to create or be construed to create any common law employment relationship between the Parties, and are not intended to create or be construed to create a partnership, or any other relationship between the Parties for any purpose.

3.7 ASSETS AND PROPERTY

No fixed assets or personal or real property will be jointly or cooperatively, acquired, held, used, or disposed of pursuant to this MOU.

3.8 PAYMENTS AND EXPENSES

(a) Except as otherwise expressly provided in this MOU, all financial obligations of SVBPI under this MOU, including those set forth in Exhibit E, shall commence within the time period as set forth in Exhibit E.
(b) SVBPI shall pay to the City as Compensation for the Temporary Services set forth herein the amounts set forth in Exhibit E, attached hereto and incorporated herein by reference in accordance with the timelines set forth therein.
(c) Additional Services as set forth herein and all permit processing shall be reimbursed by SVBPI to the City at the fully burdened hourly rate for all personnel costs and shall include all additional costs for supplies and contract to personnel at actual costs plus a 20% administrative fee as set forth in Exhibit E.

4. DISPUTE RESOLUTION

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
(a) In an effort to foster good government-to-government relationships, the Parties agree to the dispute resolution procedures set forth in this Section. The Parties shall make their best efforts to resolve any disputes arising under this MOU by good faith negotiations whenever possible. Any such disputes between the Parties shall first be subjected to a process of meeting and conferring in good faith in order to foster a spirit of cooperation in the efficiency in the administration of the terms, provisions and conditions of this MOU as follows:

(i) A Party shall give the other party, as soon as possible after the event giving rise to the dispute, written notice setting forth, with specificity, the claims that constitute a breach of this MOU.

(ii) The Parties shall meet and confer in good faith to resolve such a dispute through negotiation not later than 10 days after receipt of the notice, unless the Parties agree in writing to the extension of time.

(b) This section may not be construed to waive, limit, or restrict the ability of the Parties to pursue, by mutual agreement, any other method of dispute resolution including, but not limited to, mediation or utilization of a technical advisor to the Parties; provided, however, that no party is under an obligation to agree to such alternative method of dispute resolution.

5. LIMITED WAIVER OF SOVEREIGN IMMUNITY

Subject to the provisions of this Agreement, SVBPI expressly and irrevocably waives sovereign immunity (and defenses based thereon), in favor of the City, but not to any other person or entity, as to any dispute which specifically arises under this MOU, and not as to any other actions, matters, or disputes. The waiver shall include a resolution of the General Council of SVBPI. SVBPI’s waiver of sovereign immunity shall be authorized by a duly adopted resolution of the General Council of SVBPI, which resolution is attached hereto as Exhibit F. SVBPI’s waiver of sovereign immunity is specifically limited and does permit the awards and orders resulting from any dispute raised by a Party under Section 5, Dispute Resolution.

6. MISCELLANEOUS

6.1 GOVERNING LAW. This MOU shall be governed by the laws of the State of California, except that nothing herein shall be construed as SVBPI’s submission to land use, zoning, or permitting jurisdiction over the Tribal Property. Nothwithstanding the immediately preceding sentence, permits and approvals described herein the parties are contractually agreeing to. Venue for any dispute expressly permitted under section 5 shall lie exclusively in Solano County.

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)

6.2 INDEMNIFICATION. To the fullest extent permitted by law, SVBPI, and each of its appointed and elected officials, hereby agrees to, and shall defend, indemnify and hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from and against any and all allegations, claims, damages, disabilities, or expenses, including attorneys’ fees, experts’ fees, and witness costs that may be asserted or incurred, as the case may be, by any person or entity, including liability for damages or claims for damage for personal injury, or death, as well as from claims for real or personal property damage arising out of or in connection with (i) the activities of SVBPI in performing any Work on any Improvement addressed in this MOU, (ii) SVBPI’s performance or non- performance under this MOU, (iii) SVBPI’s negligence or willful misconduct in the performance of this MOU and breaches of this MOU, (iv) the City’s approval of this MOU (except for any claims SVBPI may have against the City for City’s breach of this MOU), (v) the City’s compliance or non-compliance with the California Environmental Quality Act or any other law applicable to the approval, processing and implementation of the Temporary Development, the approval of this MOU, the Temporary Improvements, (vi) any soils subsidence, landslides or soil movement arising out of SVBPI’s activities hereunder; (vii) SVBPI’s handling, releasing, disposing, transporting or arranging for the handling, releasing, disposing or transporting of any hazardous wastes, substances or materials as those terms may be defined by any law, ordinance and/or regulation of any regulatory agency with jurisdiction; and/or (viii) SVBPI’s violation of any applicable law, ordinance or regulation, whether or not there is concurrent, passive negligence on the part of the City, its elective and appointive boards, commissions, officers, agents, and employees, and regardless of the City’s approval of the Plans or City’s inspection, approval or acceptance of the Temporary Improvements and notwithstanding any limitation on the amount or type of damages or compensation payable by or for SVBPI under Workers’ Compensation, Disability, or other employee benefit acts, the acceptance of insurance certificates required under this MOU, or the terms, applicability, or limitations of any insurance held by SVBPI. SVBPI indemnifies the City for any liability, cost, expense, including attorney’s fees, incurred by the City in enforcing this Section 6.2. This Section 6.2 shall survive termination of this MOU for any reason.

City shall provide SVBPI with prompt written notice of any claim and shall reasonably cooperate with SVBPI in the defense of the proceeding. Nothing in this section shall prohibit the City from participating in the defense of any proceeding. In the event SVBPI is required to defend the City in connection with any proceeding, the City shall retain the right to choose and approve the Counsel to so defend the City, approve all significant decisions in the manner the defense is conducted, and approve any and all settlements. If the City chooses to have Counsel of its own to defend any proceedings where SVBPI has already retained counsel to defend the City in such matters, the fees and expenses of the Counsel selected by the City, including but not limited to the City Attorney’s Office shall be paid or reimbursed by SVBPI.

6.3 INSURANCE

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)

SVBPI (and its contractors, where applicable) shall procure and maintain for the duration of this MOU, and for two (2) years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Temporary Development, Temporary Services, or SVBPI’s use and occupancy of the Subject Property. The cost of such insurance shall be borne by SVBPI.
(a) Minimum Scope and Limits of Insurance:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products-completed operations, property damage, bodily injury, and personal and advertising injury. Limits shall be no less than $5,000,000 per occurrence. If a general aggregate limit applies, it shall apply separately to this project/location.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if SVBPI has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: As required by the State of California, or if SVBPI is not subject to state jurisdiction, a Workers’ Benefit policy providing statutory benefits comparable to California law.

4. Employer’s Liability: Limits of no less than $1,000,000 per accident for bodily injury or disease.

5. Professional Liability (Errors and Omissions): If SVBPI employs licensed professionals (e.g., medical personnel, engineers) directly, limits of no less than $2,000,000 per claim. (b) Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status: The City of Vallejo, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of SVBPI including materials, parts, or equipment furnished in connection with such work or operations. (ISO Form CG 20 10 and CG 20 37 or equivalent).

2. Primary Coverage: For any claims related to this MOU, SVBPI’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the City shall be excess of SVBPI’s insurance and shall not contribute with it.

3. Waiver of Subrogation: SVBPI hereby grants to the City a waiver of any right to subrogation which any insurer of SVBPI may acquire against the City by virtue of the payment of any loss under such insurance.

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)

4. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City Risk Manager. (c) Contractors: SVBPI shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and SVBPI shall ensure that the City is an additional insured on insurance required from contractors. (d) Verification of Coverage: SVBPI shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences.

6.4 CEQA

This MOU and Encroachment Permit have been reviewed for compliance with the California Environmental Quality Act ("CEQA"), California Public Resources Code §21000 et seq. is found exempt CEQA pursuant to CEQA Guidelines Section 15303 and 15304, in that the MOU addresses the provision of water and other utility extensions and street improvements of reasonable length that can serve construction of small structures less than 10,000 square feet in floor area, and where al necessary public services are available, in a circumstance where the construction of the structure is not subject to CEQA as the City has no power to approve or disapprove the structures. In addition, the MOU merely provides public services to the site of a temporary use of land having negligible or no permanent effects on the environment where it involves no environmentally sensitive areas, or removal of trees, no slopes greater than 10% will be constructed upon, and where the project is a smaller temporary use of the federal trust property for which a Larger Casino development project was reviewed pursuant to the National Environmental Policy Act (NEPA) and for which an Environmental Assessment was previously adopted by the Secretary of the Interior.

6.5 NO THIRD- PARTY BENEFICIARIES. This MOU does not confer any rights or benefits upon any person or entity other than the Parties, their successors, or permitted assigns.

6.6 CONFIDENTIALITY. The Parties agree that, to the extent permitted by law, any non-public information disclosed during the negotiations or performance of this MOU (“Confidential Information”) shall be treated as confidential. Confidential Information may include proprietary business data, financial details, trade secrets, or any other information that is reasonably designated as confidential by SVBPI as the disclosing party. Notwithstanding the foregoing, SVBPI may disclose this MOU and any Confidential Information to its representatives, agents, legal counsel, financial advisors, consultants, and its development and management partners, provided such persons or entities are informed of the confidential nature of the information and agree to maintain its confidentiality. The City shall not disclose any Confidential Information to third Parties except as required by law, including, but not

Memorandum of Understanding Between SVBPI and the City of Vallejo Relating to Temporary Improvements and Services (2026)
limited to, the California Public Records Act (CPRA), or by court order. If a request for disclosure of Confidential Information provided by SVBPI is made under the CPRA, the City shall promptly notify SVBPI. The City will cooperate with SVBPI’s efforts to seek a protective order or other remedy to maintain confidentiality, if requested. The confidentiality obligations set forth herein shall not apply to information that: (i) becomes publicly available through no wrongful act or omission of the City as the receiving Party; (ii) is lawfully received from a third party without an obligation of confidentiality; (iii) is independently developed by the City as the receiving party without reference to the disclosed Confidential Information; or (iv) must be disclosed pursuant to a legal obligation, regulation, or court order.

6.7 NOTICE. Any notices, demands, or other communications required or authorized by this MOU by any Party hereto shall be in writing and shall be validly given or made to another Party if personally served, or it deposited in the United States Postal Service, certified or registered, postage prepaid, return receipt requested. If such notice is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice or other communication is given by U.S.P.S., such notice shall be conclusively deemed given five days after deposit thereof in the U.S.P.S. addressed to the Party to whom such notice or other communication is to be given as follows:

As to SVBPI: Scotts Valley Band of Pomo Indians
Attn: Office of the Chairman
804 Eleventh Street
Lakeport CA 95453

With a copy to: Patrick R. Bergin
Peebles Bergin Schulte & Robinson LLP
2020 L Street, Ste. 250
Sacramento, CA 95811

As to the City: City Manager
City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590

With a copy to: City Attorney
City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590