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HomeMy WebLinkAboutELKS BUILDING ASSOCIATION OF SANTA ANACity of Santa Ana COTC Office Use ON Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. S-A Note- If your agreement is grant related, please ensure that all grant retention requirements -R 24 P 4:_;i5 have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with 03r-1 A-2022-033-02 \j No. was completed on alaslqgA3 and final payment has been made. (List all amendments. Use space below if needed.) Department: CA4 Hand S- Phone/Ext.: Signature: L-le Date: .�t�.9/a-3 iitagreementsVormsbrm - agreement termination form—goldenrod.dOG INSURANCE ON FILE A-2022-033-02 WORK MAY PROCEED UNTIL INSURANCE EXPIRES 05 a • 7A-LZ CLERK OF COUNCIL DATE: MAR 2 4 2022 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ELKS BUILDING ASSOCIATION OF SANTA ANA FOR USE OF 0: CAO C(AQMV% Igur)(,3m)' AMERICAN RESCUE PLAN ACT (ARPA) FUNDS This Agreement is hereby made and entered into this 1st day of March, 2022, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and Elks Building Association of Santa Ana, a California domestic nonprofit corporation ("CONTRACTOR"). RECITALS: A. The American Rescue Plan Act ("ARPA") was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. B. On July 20, 2021, the Santa Ana City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive Santa Ana Spending Plan, which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health. C. CONTRACTOR has been selected by the CITY to receive ARPA SLFRF Funds in order to provide food distribution and/or food supply programs, in accordance with the Scope of Work attached hereto as Exhibit A and incorporated herein by reference ("said program"). CONTRACTOR represents that it is qualified and willing to operate said program and certifies that the administration of said program carried out with funds provided under this Agreement will meet ARPA's objectives to respond to, mitigate, and recover from this historic COVID-19 public health crisis. D. CONTRACTOR agrees that it will adhere to the tasks and services as indicated in Exhibit A for said program. Failure to follow the requirements and meet the stated expectations may constitute breach of contract that could result in termination of this Agreement or serve as reason for the CITY to recapture the grant funds awarded to CONTRACTOR pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and CONTRACTOR: ARPA PROGRAM PROVISIONS A. Scope of Work. CONTRACTOR shall be responsible for the specific tasks and services of said program, and agrees to administer said program in compliance with the tasks and services as described in the Scope of Work attached hereto as Exhibit A. CONTRACTOR's failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds for said program or termination of this Agreement. B. Term of Agreement. The term of said Agreement shall commence on the date first written above and continue through February 28, 2023 ("Term"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement shall also cover any and all services provided by the CONTRACTOR to the CITY since the date the ARPA SLFRF Funds were awarded to the CITY. Additionally, the Term of this Agreement may be extended by a writing executed by the City Manager, or designee, and the City Attorney. C. Amount of Grant Funding. The total amount of funds provided for said program shall not exceed ONE HUNDRED SIXTY-FIVE THOUSAND THIRTY-FOUR dollars ($ 165.034) ("ARPA SLFRF Funds") during the Term of the Agreement. CONTRACTOR agrees to use said ARPA SLFRF Funds to administer said program as outlined in Exhibit A. D. Disbursement of Funds. Said ARPA SLFRF Funds shall be disbursed by CITY to CONTRACTOR pursuant to the terms found in the Fee Payment Schedule attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. CONTRACTOR shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for ARPA SLFRF Funds, or return the entire request to CONTRACTOR, until such documentation and reporting has been received and approved by CITY. (1) Reduction in ARPA SLFRF Funding. The CITY reserves the right to reduce the amount of ARPA SLFRF Funds to CONTRACTOR, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in ARPA SLFRF Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that CONTRACTOR's rate of expenditure will result in unspent funds at the end of the program term. Amendments in the grant allocation will be made after consultation with CONTRACTOR. (3) Reversion of Assets. CONTRACTOR agrees that any and all funds received under this Agreement shall be utilized during the Term of this Agreement, and that any and all funds remaining as of the end of the Term, which have not been utilized, shall be returned by CONTRACTOR to the CITY within thirty (30) days of the expiration or earlier termination of the Agreement. No expense of CONTRACTOR will be reimbursed by CITY if incurred after the end of the Term of the Agreement. E. Grant Program Requirements. (1) CONTRACTOR acknowledges that the source of funding for said program is the federal ARPA, and that payments from the ARPA SLFRF Funds are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. (2) CONTRACTOR acknowledges that ARPA provisions allow the use of ARPA SLFRF Funds to respond to, mitigate, and recover from the COVID-19 public health emergency, and will not use these funds for any other uses. (3) CONTRACTOR shall follow the process and determination of eligibility for participants in said program as outlined in Exhibit A. F. Performance Monitoring. (1) CONTRACTOR shall submit program performance information as often as requested by CITY, but no less than the submission of monthly reports and a final report to CITY with the information requested by and in the format acceptable to CITY. Each monthly report is due within thirty (30) days of completion of work for each month. The final report is due within thirty (30) days after the termination or expiration of this Agreement. (2) CITY will evaluate CONTRACTOR's management and operation of said program with respect to the project expectations as described in Exhibit A. (3) CITY will review the audit of the CONTRACTOR to ensure that grant funds are used for authorized purposes in compliance with laws, regulations, and the provisions of contracts or grant agreements under this Agreement, including attachments and exhibits. (4) If action to correct any substandard performance is not taken by the CONTRACTOR within a reasonable period after being notified by CITY, suspension or termination procedures may be initiated by CITY. (5) All performance shall be subject to review by the CITY or other regulatory agencies at all times. CONTRACTOR shall provide adequate cooperation to any inspector or other CITY representative to permit the same to determine CONTRACTOR's conformity with the terms of this Agreement. If any services performed by CONTRACTOR are not in conformance with the terms of this Agreement, the CITY shall have the right to require CONTRACTOR to perform the services in conformance with the terms of the Agreement at no additional cost. The CITY may also terminate this Agreement for default and charge CONTRACTOR for any costs incurred by the CITY because of CONTRACTOR's failure to perform. (6) CONTRACTOR shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a CITY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to CONTRACTOR. G. Audit. (1) CONTRACTOR shall maintain complete and accurate records and supporting documentation to facilitate financial and/or program audits by CITY. This requirement shall apply to any records and documentation CITY shall reasonably require or as required to be maintained pursuant to the ARPA regulations. (2) The books and accounts, files, and other records of CONTRACTOR, which are applicable to this Agreement, shall be available for inspection, review, and audit during normal business hours by CITY to determine the proper application and use of all ARPA SLFRF Funds provided to or for the account or benefit of CONTRACTOR. (3) CONTRACTOR assumes responsibility for reimbursement to CITY a sum of money equivalent to the amount of any expenditures disallowed should the CITY, or an authorized agency, rule through audit, exception, or some other appropriate means, that expenditures from funds allocated to CONTRACTOR for direct and/or administrative costs were not made in compliance with the applicable cost principles, regulations, or the provisions of this Agreement. (4) CONTRACTOR agrees to comply with the requirements of OMB Uniform Guidance 2 CFR Part 200. CONTRACTOR further agrees to provide CITY with a copy of completed independent auditors' report within thirty (30) days of CITY's request for such report. If the report contains instances of non-compliance with federal laws and regulations that bear directly on the performance or administration of this Agreement, CONTRACTOR shall provide CITY copies of responses to auditors' reports, a plan for corrective action, and auditors' response that the noncompliance has been resolved. All reports prepared in accord with the requirements of OMB Uniform Guidance 2 CFR Part 200 shall be available for inspection by representatives of CITY or the federal government during normal business hours. (5) All accounting records, reports, and evidence pertaining to all costs, expenses and the ARPA SLFRF Funds of CONTRACTOR and all documents related to this Agreement shall be maintained and kept available at CONTRACTOR'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to: (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event CONTRACTOR does not make the above -referenced documents available within the City of Santa Ana, California, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. CONTRACTOR agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. CONTRACTOR agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) CONTRACTOR must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) CONTRACTOR must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by CONTRACTOR for use in other projects (See OMB CircularA-129 and 2 CFR §200.345); and, (3) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. CONTRACTOR'S OBLIGATIONS A. Representations and Warranties. (1)Authority. CONTRACTOR is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. CONTRACTOR has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by CONTRACTOR has been fully authorized by all requisite actions on the part of CONTRACTOR. (2) Experience. CONTRACTOR is qualified to provide the administrator services for said program detailed herein. (3) Familiarity With Services Required. By executing this Agreement, CONTRACTOR warrants that: (i) it has thoroughly investigated and considered the administrator services to be performed and provided for said program as detailed in Exhibit A; (ii) it has carefully considered how the services should be performed; and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (4) No Conflict. To the best of CONTRACTOR'S knowledge, CONTRACTOR'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which CONTRACTOR is a party or by which it is bound. (5) No Bankruptcy, CONTRACTOR is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. CONTRACTOR is not the subject of a current or threatened litigation that would or may materially affect CONTRACTOR'S performance under this Agreement. (7) Proposal Veracity. All provisions of and information provided in CONTRACTOR's proposal submitted to CITY, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. CONTRACTOR has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Agreement or provision of services hereunder. B. Licensing. CONTRACTOR agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. CONTRACTOR shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing CONTRACTORS operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. C. Zoning. CONTRACTOR agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activities. Should CONTRACTOR fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, CONTRACTOR shall immediately make good -faith efforts to gain compliance with local, state orfederal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. CONTRACTOR shall notify CITY immediately of any pending Violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. CONTRACTOR must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. D. Separation of Accounts. All funds received by CONTRACTOR from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. CONTRACTOR is not required to maintain separate depository accounts for ARPA SLFRF Funds; provided however, the CONTRACTOR must be able to account for receipt, obligation, distribution and expenditure of ARPA SLFRF Funds pursuant to applicable 2 CFR 200.302 requirements. E. Audit Report Requirements. CONTRACTOR agrees that if CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, CONTRACTOR shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. CONTRACTOR shall provide CITY with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. F. Compliance with Law/Program Income. CONTRACTOR acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to ARPA, and that distribution and expenditure of these ARPA SLFRF Funds shall be in accordance with ARPA and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Any program income received by CONTRACTOR shall be returned to CITY, unless otherwise provided for in this Agreement. CONTRACTOR agrees to comply fully with all federal, state and local laws and court orders applicable to its operation and administration of said program, whether or not referred to in this Agreement. G. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. CONTRACTOR must review and sign Exhibit D "Debarment", which is attached hereto and incorporated herein by this reference. CONTRACTOR shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in the corporate status or suspension of CONTRACTOR shall be reported immediately to CITY. H. Confidentiality. Without prejudice to any other provisions of this Agreement, CONTRACTOR shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, CONTRACTOR shall submit to CITY or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by CONTRACTOR, costs incurred and services rendered hereunder. I. Independent Contractor. CONTRACTOR agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agent of CITY. J. Violation of Terms and Conditions: CONTRACTOR agrees that if CONTRACTOR violates any of the terms and conditions of this Agreement or any prior Agreement whereby ARPA SLFRF Funds were received by CONTRACTOR, or if CONTRACTOR reports inaccurately, or if on audit there is a disallowance of certain expenditures, CONTRACTOR agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If CONTRACTOR engaged in fraudulent activity to obtain and/or justify distribution or expenditure of the ARPA SLFRF Funds granted hereunder, CONTRACTOR shall be required to reimburse the CITY of all' such funds that were obtained, distributed and/or spent under fraudulent circumstances. K. Fraud. CONTRACTOR shall immediately report all suspected or known instances and facts concerning possible fraud, abuse or criminal activity related to said program for the ARPA SLFRF Funds under this Agreement. L. Prohibited Use. CONTRACTOR hereby certifies and agrees that it will not use ARPA SLFRF Funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. M. Lobbying. CONTRACTOR certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONTRACTOR shall sign a certification to that effect in a form as set forth in Exhibit E, attached hereto and by this reference incorporated herein. CONTRACTOR shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to CONTRACTOR under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit E). N. Financial Interest. CONTRACTOR agrees that except for the use of administrative fees to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to administering said program under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to the administration of said program, may obtain a financial interest or benefit from said program, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the CONTRACTOR. O. Labor Standards. The CONTRACTOR agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this. Agreement. The CONTRACTOR agrees to comply with the Copeland Anti -Kick Back Act (18 U_S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The CONTRACTOR shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the CITY for review upon request. P. Equal Employment Opportunities. CONTRACTOR shall make every effort to ensure that all projects funded wholly or in part by ARPA SLFRF Funds shall provide equal employment opportunities for minorities and women. Q. Women and Minority -Owned Businesses (LM MBE). CONTRACTOR will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms". As used in this Agreement, the term "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one percent (51%) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African-Amerioans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. CONTRACTOR may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. R. Drug Free Workplace. CONTRACTOR agrees to. provide a drug -free workplace and to execute a certification as set forth in Exhibit F attached hereto and incorporated herein by this reference. S. Uniform Administrative Requirements Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. CONTRACTOR shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. III, CITY'S OBLIGATIONS A. Audit of Account. CITY shall include an audit of the account maintained by CONTRACTOR in CITY's audit of all ARPA SLFRF Funds in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. B. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. C. Project Expectations: CITY shall monitor the performance of CONTRACTOR against goals and performance standards required herein. The CONTRACTOR shall be responsible to accomplish the project expectations as set forth in Exhibit A, and report such results to the CITY. If the CONTRACTOR estimates such goals will not be met, the CONTRACTOR is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the CONTRACTOR has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the CONTRACTOR in writing of its determination specifying in full detail the objections that it has to the CONTRACTOR's performance. If action to correct such substandard performance is not taken by the CONTRACTOR after being notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. IV. GENERAL PROVISIONS A. Non -Discrimination. 1. CONTRACTOR agrees to comply with Executive Order 11246, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or otherforms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this nondiscrimination clause. 2. CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964, which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. 3. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. CONTRACTOR is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. 4. CONTRACTOR agrees to comply with the Age Discrimination Act of 1975, which requires that during the performance of this Agreement, CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CONTRACTOR setting forth the provisions of this age discrimination clause. 5. CONTRACTOR agrees to comply with Section 504 of the Rehabilitation Act of 1973, which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded frarii the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. B. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, CONTRACTOR certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any ARPA SLFRF Funds granted to the CITY, inclusive of the subject ARPA SLFRF Funds, shall serve as an officer of CONTRACTOR. Further, any conflict or potential conflict of interest of any officer of CONTRACTOR shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by CONTRACTOR to CITY regarding any changes or modifications to its board of directors and list of officers. C. Special Certification for Religious Entities. If CONTRACTOR is a religious entity, CONTRACTOR hereby agrees that in connection with the provision of the services CONTRACTOR shall provide with ARPA SLFRF Funds, in accordance with 24 CFR 570.2000): 1. CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. 2. CONTRACTOR shall not discriminate against any person applying for the services CONTRACTOR agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. 3. CONTRACTOR shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage In any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by CONTRACTOR with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of CONTRACTOR. 4. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. 5. Where the services to be provided under said program are rendered on property owned by the primarily religious entity CONTRACTOR, ARPA SLFRF Funds may also be used for minor repairs to such property, which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the ARPA expenditure for rendering the services under said program. D. Prohibition of Nepotism. CONTRACTOR agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is, employed in an administrative capacity by CONTRACTOR. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. E. Notices. Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Daisy Perez Assistant to the City Manager City Manager's Office 20 Civic Center Plaza P.O. Box1988 Santa Ana, California 92702-1988 TO CONTRACTOR: Santa Ana Elks Lodge #794 Lisa Darmousseh Exalted Ruler 1751 Lyon St. Santa Ana, CA 92705 714-547-7794 Exaltedruler794@yahoo.com F. Assignability. None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of CONTRACTOR pursuant to this Agreement. G. Indemnification/Hold Harmless. CONTRACTOR shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to orfor loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of CONTRACTOR, its officers, directors, employees, agents, subcontractors and suppliers arising out of CONTRACTOR's performance of this Agreement. H. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, its agents, representatives, employees, or subcontractors. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 8 (non -owned), with limit no less than $1,000,000 (if program services includes transportation of youth, the limit shall be no less than $5,000,000) per accident for bodily injury and property damage. (Not required if an automobile is not required to fulfill services.) 3. Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. 5. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status: The City, its officers, officials, employees, 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 the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Verification of Coverage: Contractor shall fumish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Termination. 1. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. 2. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by CONTRACTOR of Federal Laws governing the use of ARPA SLFRF Funds. In the event of such suspension or termination, CONTRACTOR shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination 3. Pursuant to 2 CFR 200.340, in the event CONTRACTOR defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to CONTRACTOR, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, exceptfor payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of: (1) any payments made for services not subsequently performed in a timely and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. 4. The grant of funds under this Agreement may be terminated for convenience by either the CITY or CONTRACTOR, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines thatthe remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non-performance of CONTRACTOR and/or failure of SUBRECI PENT to perform the work described in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(1) through 1(6), inclusive, CONTRACTOR agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of CONTRACTOR's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. J. Limitation of Funds. The United States of America may in the future place programmatic or fiscal limitations on the use of ARPA SLFRF Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ARPA program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of CONTRACTOR's authority to utilize funds, or may restrict CONTRACTOR's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, CONTRACTOR shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question CONTRACTOR's fiscal accountability or compliance With this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (6) days written notice to CONTRACTOR of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by CONTRACTOR before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ARPA SLFRF Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ARPA SLFRF Funds by CONTRACTOR and contains all the covenants and agreements between the parties with respect to SUBRECIPIIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and CONTRACTOR. L. Laws Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. M. Validity and Severabilit . The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be Interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. O. Federal Award Identification Information. CONTRACTOR's pertinent Federal Award Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit C attached hereto and Incorporated herein by this reference. P. Miscellaneous Provisions. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above. ATTEST: : DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City AAft-Ry, n -22 •► :T�"Qs LISA DARMOUSSEH Exalted Ruler/President DUNS #: 066405540 CITY OF SANTA ANA KRIISTINE RIDGE City Manager 1. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PQF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} Santa Ana Elks Lodge #794 Revised Scope of Work Our culinary team will prepare one hot meal on Monday morning for curbside or walk up pick up between the hours of 11:OOam and 2:OOpm. The meals will be placed in large warming boxes to ensure that they stay hot and fresh. We will prepare up to 270 meals for distribution. Sample menu #1 • Garden salad cup with Italian dressing on the side • Grilled Chicken with sauce (picatta, 13130, Hawaiian teriyaki) • Fresh vegetables • Cookie Sample menu #2 • Caesar Salad • Lasanga with sauce • Garlic toast • Cookie Sample menu #3 • Fresh fruit cup • Pot roast, gravy • Mashed Potatoes • Green beans • Cookie Drive up food distribution will be organized in a two-lane drive through. We will have staff attendants direct the cars through our parking lot and drive through in a safe manner. Elk volunteers will hand out the meals as the cars drive through. We will have a walk-up station for those without transportation. Those stations will be manned by Elk volunteers and staff attendants. We will have socially distanced distribution lines in our parking lot and patio to facilitate walk up meal distribution. We will collaborate with our partner organizations: Santa Ana Rotary Club, Lions Club international, American Legion Santa Ana post, and the Veterans outpost of Santa Ana to deliver meals to those who are unable to come to our property. We will advertise the program with the assistance of our partner organizations. We willalso advertise in local newspapers, to schools, colleges, and other local non-profit organizations. We propose a one-year program that is renewable for an additional year after evaluation by the Lodge and the City of Santa Ana. EXHIBIT B Santa Ana Elks Lodge #794 Revised Budget Proposal Food, packaging, and labor: $11.00 per meal In accordance with the Uniform Guidance, section, the Lodge will assess 10%of modified totaldirect costs (MTDC) as indirect costs (de minimis rate). Annual Cost of Food Distribution Program not to exceed: $165,034 The Lodge has adequate income from its banquet and corporate events activities to support thecash flow needs of the food distribution program for 90 to 180 days. Reimbursement Schedule The Santa Ana Elks Lodge is to submit an invoice requesting reimbursement of program expenses, along with a report outlining all program outcomes and performance metrics to the City on a quarterly basis as follows: Q1: March 1, 2022 - May 31, 2022 Reporting/Invoicing Due: June 30, 2022 Q2: June 1, 2022 - August 31, 2022 Reporting/Invoicing Due: September 30, 2022 Q3: September 1, 2022 - November 30, 2022 Reporting/Invoicing Due: December 31, 2022 Q4: December 1, 2022 - February 28, 2023 Reporting/Invoicing Due: March 31, 2023 Santa Ana Elks Lodge #794 Revised Budget Proposal Food, packaging, and labor: $11.00 per meal In accordance with the Uniform Guidance, section, the Lodge will assess 10% of modified totaldirect costs (MTDC) as indirect costs (de minimis rate). Annual Cost of Food Distribution Program not to exceed: $165,034 The Lodge has adequate income from its banquet and corporate events activities to support thecash flow needs of the food distribution program for 90 to 180 days. Last updated byLlsa Danwoa h on Feb 17, 2022 at0& 14 PM SANT,i ANA EL KSLOnGE r!r-SAM,00v SANTA ANA ELKS LODGE DUNS Unique Entity ID SAM Unique Entity ID CAGE I NCAGE 066405540 ENMNUN2FHZF3 (blank) Purpose of Registration Registration Status Expiration Date Federal Assistance Awards Only Active Feb 17, 2023 Physical Address Mailing Address 17518 Lyon ST 17518 Lyon ST Santa Ana, California 02705-5009 Santa Ana, California 927055009 United States United States Doing Business as Division Name Division Number (blank) (blank) (blank) Congressional District State I Country of Incorporation URL California 46 California I United States saelks.com Registration Dates Activation Date Feb 18, ZD22 Submission Date Feb 17, 2022 Initial Registration Date Fob 16, 2022 Entity Dates Entity Start Date Fiscal Year End Close Date Jun 2, 1902 Mar 31 Immediate Owner CAGE Legal Business Name. (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (hlank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 11 D-262, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2.C.F.R. 200 Appendix XII. Their responses are not displayed in SAM. They are sent to FAPIIS.9ov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. Active Exclusions Records? No I authorize my entity's non-sensi0ve information to be displayed in SAM public search results: Yes Business Types Entity Structure Entity Type Organization Factors Corporate Entity (Tax Exempt) Business or Organization (blank) Profit Structure Other Not For Profit Organization htlps:Osmn.gods,tiryN664055401corsData7smo-a=AcBve Page 1 aj1 Lars updated by Lisa Darmousseh on Feb 17, 2022 at 08:14 PM 8A 21 ANA ELKS LODGE Socia-Economic Types Check the regietranrs Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA -certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Accepts Credit Card Payments Debt Subject To Offset Yes No EFT Indicator CAGE Code 0000 (blank) Electronic Business P. 1751 S Lyon Street Nancy Lewis Santa Ana, California 02705 United States Linda Fernandez 17513 Lyon Street Santa Ana, California 92705 United States Government Business A 17518 Lyon Street Lisa Darmousseh Santa Ana, California 92705 United States Nancy Lewis 1751 S Lyon Street Santa Ana, Celifamia 02705 United Slates RAICS Codes primary NAILa Codes NAICS Title This entity does not appear in the disaster response registry. hrtps://smx.yrov/enttryN66405540/coreAato?starvs•rlctiv¢ Page20/2 Internal Revenue Service Department of the Treasury District EPIEO Customer Service MS 7043 Director 300 North Los Angeles Street, Room 4310 Los Angeles, CA 90012 Person to Contact: L . Barragan Benevolent & Protective Order Telephone Number: 213-894-2336 of Elks of the USA 794 212 Elk Lane Santa Ana, CA 92701-5011 ReferReplyto: EO(07)97 Date: July 11, 1997 EIN:95-0541115 Dear Taxpayer: This letter is in response to your request for exempt status regarding the above named organization. Our records indicate that this organization was recognized to be exempt from Federal Income Tax under internal Revenue Code Section 501(c)(8). Group exemption number 1156 has been assigned to the organization and its subordinates. The determination letter issued in October 1951 continues to be in effect. If you need further assistance, please contact our office at the above address or telephone number. sincerely, L. Barragan Disclosure Assistant 6N TN "a California Secretary of State win Electronic Filing Secretary of State a State of California Corporation - Statement of Information Entity Name: ELKS BUILDING ASSOCIATION OF SANTP ANA Entity (File) Number: C0063418 File Date: 01/25/2022 Entity Type: Corporation Jurisdiction: CALIFORNIA Document ID: H143649 Detailed Filing Information 1. Entity Name: 2. Business Addresses: a. Street Address of Principal Office in California: b. Mailing Address: 3. Officers: a. Chief Executive Officer: ELKS BUILDING ASSOCIATION OF SANTA ANA 1751 S. Lyon Street Santa Ana, California 92705 United States of America 1751 S. Lyon Street Santa Ana, California 92705 United States of America John Moore 1751 S. Lyon Street Santa Ana, California 92705 United States of America b. Secretary. Charles H Kuhns Jr. 1751 S. Lyon Street Santa Ana, California 92705 United States of America W Use biztlle.sos.ca.gov for online filings, searches, business records, and resources. tie, mR California Secretary of State ` - Electronic Filing Officers (Cont'd): c. Chief Financial Officer: 4. Agent for Service of Process: William Capps 1751 S. Lyon Street Santa Ana, California 92705 United States of America Norman Fisher 1751 S. Lyon Street Santa Ana, California 92705 United States of America By signing this document, I certify that the Information is true and correct and that I am authorized by California law to sign. Electronic Signature: Norman Fisher Use bizfi/e.sos.ca.gov foronllne filings, searches, business records, and resources. F2 (D E U O rig EXHIBIT D APPENDIX ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR REVIVE: SANTA ANA FOOD SUPPLY/DISTRIBUTION PROGRAMS RFP NO.: 22-009A NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA CITY MANAGER'S OFFICE In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fixthe bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Organization Santa Ana Elks Lodge #794 Signed and Printed Name: Title Exalted Ruler n�+e 2(7/22 City of Santa Ana RFP 22-009A Page 42 Is EXHIBIT E APPENDIX ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR REVIVE: SANTA ANA FOOD SUPPLY/DISTRIBUTION PROGRAMS RFP NO.: 22-009A The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite far making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Organization Santa Ana Elks Lodge #794 Signed and Printed Name: Title Exalted Ruler Date 217122 Lisa Darmousseh City of Santa Ana RFP 22-009A Page 43 EXHIBIT F DRUG -FREE WORKPLACE Certification Regarding Drug -Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Treasury in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Treasury, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about — (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Treasury within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good 'faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Treasury immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Santa Ana Elks Lodge #794 Organization ,�/ /J s/ ' &f�&&d 2/25/2022 Authorized Signature Date PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Santa Ana Elks Lodge #794 2/25/2022 The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (Include street address, city, county, state, zip code for each site): 1751 S Lyon Street Santa Ana, California 92705 Authorized Signature BENE&PR-01 CERTIFICATE OF LIABILITY INSURANCE I DATE,(MM/UD^Y Y) 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Licensee#UM10410 CONTACT INSURED Business and Insurance Solutions PHONE ---------- - Ptiz -..— — -""- (A/C, No, Ext): (949) 381-7700 (A/C, Ne):(949) 861-9429 Benevolent & Protective Order of Elks #794 1751 S. Lyon St Santa Ana, CA 92705 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD SUBR MIDDNEYF PMIDYEXP OLI TYPE OF INSURANCE LTR p p POLICY NUMBER A X I COMMERCIAL GENERAL LIABILITY _LIMITS 1,000,000 7 CLAIMS -MADE LX.I OCCUR X PAC395275100 5/29/2021 6/2912022 EAG1OCCURRENCE__ _ pR AGE.SO a ocTEDeccej_ .$ _ 1,000,000 _ . $ MEDEXPLAnVone persoaL_. $, 10,000 ......"."._- PERSONAL &AOV INJURY 1,000,000 GENE X AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE —. 2,600,006 ".$— __ _ -_ PRODUCTS-COMP/OPAGG.-.$__ 2,000,000 POLICY zee - LOC OTHER: -- A AUTOMOBILE -. LIABILITY COMBINED SINGLE LIMIT 1,000,000 $........ ANYAUTO PAC395275100 5/29/2021 5/29/2022 BODILY INJURY (Per person)_ $ -Xqq -.. OWNED SCHEDULED AUTOS ONLY AUTOS AU1"OS ONLY X NON -OWNED ONLY — BODILY IN_JURY-(Per.WdenU Rq pp PeOPEkd nt)AMAGE --'---------- $ $ EACH OCCURRENCE-.,.—_ $ 1,000,000 A X UMBRELLA LIAB X. OCCUR — EXCESS LIAB CLAIMS -MADE ." —""_- -- UMB395275200 5/2912021 5/29/2022 AGGREGATE 1,000,000 DED X RETENTION! 10,000 — ......... _.- B AND EMPLOYERS COMPENSATION X---�^TATIfI� 1LRH YIN_.._ ANY PROPRIEIORIPARTNER/EXECUTIVE NIA WSD506302200 1215/2021 12/5/2022 E.L EACH ACCIDENT _ "_. $ 1,000,066 qqEF ICERIMEMBER EXCLUDED? an, to ry _-.._ .. 1,000,000 eNH) If descro as, describe under . E.L. DISEASE_. EA, EM PLOYE-. ' $ DESCRIPTION OFOPERATIONSbelow E, L. DISEASE -POLICY LIMIT $ 1,000,660 A Abuse &Molestation PAC395275100 5/29/2021 5/29/2022 Each Abuse Limit 1,000,000 A Abuse & Molestation PAC395275100 5/29/2021 5/29/'2022 Aggregate Limit 2,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD LIU, Additional Remarks Schedule, maybe attached If more space Is requlrad) City of Santa Ana is included as Additional Insured as respects General Liability per the attached forms. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE s �?�` RWr.MG1a�eJ11¢rItDL'I4i0K J �f(R1M �7. yjy,� g lI REviEWED&APmv®BV: ACORD 25 2016103 c 8% ( ) O 1988-2015 ACORD C �. The ACORD name and logo are registered marks of ACORD �®--"' Risk Managemem supervisor S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 CG 89 70 (Ed. 11/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT This Endorsement modifies and is subject to the insurance provided under the following form: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following extension only applies in the event that no other specific coverage for the indicated loss exposure is provided under this Policy. If other specific coverage applies, the terms, conditions and limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in this Endorsement. This is a summary of the various additional coverages and coverage modifications provided by this Endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Description Limit of Insurance Non -Owned Aircraft Included Non -Owned Watercraft Included Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Included Medical Payments $ 20,000 Damage to Premises Rented to You $ 1,000,000 Supplementary Payments - Bail Bonds $ 3,000 Supplementary Payments - Loss of Earnings $ 1,000 per day Newly Formed or Acquired Organizations Included Unintentional Failure to Disclose Hazards Included Knowledge of Occurrence, Claim or Suit Included Property Damage Liability - Elevators Included Property Damage Liability - Borrowed Equipment Included Liberalization Clause Included Amendment of Pollution Exclusion (Premises) Included Limited Property Damage to Property of Others $ 5,000 Additional Insured - Manager or Lessor of Premises Included Page 2 2 3 3 3 4 4 4 5 5 G" ,�k'°."eq RtakRimneplDlWe7°u REVIEWED & APPROVED By. eMrP Rtsk Management Supervisor CG 89 70 (Ed. 11/14) (Page 1 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 Coverage Description Limit of Insurance Page Additional Insured - Funding Sources Included 7 Additional Insured - By Contract Included 8 Primary and Non -Contributory Additional Insured Extension Included 10 Additional Insureds - Protection of Your Limits Included 10 Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Included 11 Property Damage Extension With Voluntary Payments $ 1,000/$ 5,000 11 Who Is An Insured - Fellow Employee Extension - Management Employees Included 12 Broadened Personal and Advertising Injury Included 12 A. Non -Owned Aircraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft provided: 1. it is not owned by any insured; 2. it is hired, chartered or loaned with a trained paid crew; 3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating him or her a commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this Policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. Non -Owned Watercraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) less than 60 feet long; and CG 89 70 (Ed. 11114) (Page 2 of 12) .q,,d � WekMe�ug�nentlAwsi^n � yy o REV�II+E+WED&APPROVEDBN � Al ]Cwi^dwrJ(�f �iea ' Risk Managementsupervimr :: S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 (b) not being used to carry persons or property for a charge. C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Under SECTION V - DEFINITIONS, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness, or disease, including death of a person. "Bodily Injury" also means mental injury, mental anguish, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. D. Medical Payments If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this Policy are amended as follows: The Medical Expense Limit in paragraph 7. of SECTION III - LIMITS OF INSURANCE is replaced by the following Medical expense Limit: The Medical Expense Limit provided by this Policy shall be the greater of: a. $ 20,000; or b. the amount shown in the Declarations for Medical Expense Limit This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE. E. Damage to Premises Rented to You If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part: 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: 3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. However, this insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, caused by: i. rupture, bursting, or operation of pressure relief devices; ii. rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; ill. explosion of steam boilers, steam pipes, steam engines, or steam turbines; or iv. flood 2. Paragraph 6. Under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: CG 89 70 (Ed. 11/14) (Page 3 of 12) ,,A RdkMvugmuRll7Widon REVIEWED&APPROVED ft `---q Risk Management Supervisor `� S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection system or water while rented to you or temporarily occupied by you with the permission of the owner, for all such damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water or any combination of the six, is the higher of $ 1,000,000 or the amount shown in the Declarations for the Damage to Premises Rented to You Limit. 3. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 4. Other Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are changed to "insurance for fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water." 4. As regards coverage provided by this provision I. Damage to Premises Rented to You - paragraph 9.a. of Definitions is replaced with the following: 9. a. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; F. Supplementary Payments 1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with: b. Up to $ 3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the Insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $ 1,000 a day because of time off work. G. Newly Formed or Acquired Organizations Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a named insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. coverage A does not apply to "bodily injury" or property damage that occurred before you acquired or formed the organization; and c. coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. CG 89 70 (Ed. 11/14) (Page 4 of 12) f,,,yySw Rhk M0]1Vrw4Dt0W= REvtEwED&APPRovE8r h� � RBk Managemrnl Supermsw �" S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 d. records and descriptions of operations must be maintained by the first named insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a named insured in the Declarations or qualifies as an insured under this provision. H. Unintentional Failure to Disclose Hazards Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations: Failure of the Insured to disclose all hazards existing as of the inception date of this Policy shall not prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure or omission is not intentional on the part of the Insured. I. Knowledge of Occurrence, Claim or Suit Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Knowledge of any occurrence, claim, or suit by any agent, servant or employee of the Named Insured does not in itself constitute knowledge by the Insured unless notice of such injury, claim or suit shall have been received by: a. you, if you are an individual; b. a partner, if you are a partnership c. an executive officer or insurance manager, if you are a corporation. J. Property Damage Liability - Elevators 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraphs (3), (4) and (6) of exclusion j. Damage to Property do not apply if such property damage results from the use of elevators. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. K. Property Damage Liability - Borrowed Equipment 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (4) of exclusion j. Damage to Property does not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY Conditions, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. �.vq lYdMmu�ementlNvlrWn REVIEWED & APPROVED tN: ' RM Management Supewlsor CG 89 70 (Ed. 11/14) (Page 5 of 12) S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 L. Liberalization Clause If we revise this Signature General Liability Broadening Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the date the revision is effective in your state. M. Amendment of Pollution Exclusion (Premises) 1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: (iv) 'Bodily injury" or "property damage" arising out of the actual discharge, dispersal, seepage, migration, release or escape of "pollutants." As used In this Endorsement, the actual discharge, dispersal, seepage, migration, release or escape of pollutants must: (aa) commence on a clearly identifiable day during the policy period; and (bb) end, in its entirety, within seventy-two (72) hours of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants"; and (cc) be discovered and reported to us within fifteen (15) days of the clearly identifiable day that the discharge, dispersal, seepage, migration, release or escape of "pollutants" commences; and (dd) be neither expected nor intended from the standpoint of any insured; and (ee) be unrelated to any previous discharge, dispersal, seepage, migration, release or escape; and (ff) not originate at or from a storage tank or other container, duct or piping which: a. is below the surface of the ground or water; or b. at any time has been buried under the surface of the ground or water and then is subsequently exposed. 2. For the purposes of this coverage, the following is added to the definition of "property damage" of SECTION V - DEFINITIONS and applies only as respects this coverage: Land or water, whether below ground level or not, is not tangible property. 3. Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration, release or escape that is merely threatened or alleged rather than shown to have actually occurred. N. Limited Property Damage to Property of Others The following is added under SECTION 1 - SUPPLEMENTARY PAYMENTS - COVERAGES A and B: 3. We will pay up to $ 5,000 for loss to personal property of others while in the temporary care, custody or control of an insured caused by any person participating in your organized activities. For the purpose of this supplementary payment, loss shall mean damage or destruction but does not include mysterious disappearance or loss of use. In the event of a theft, a police report must be filed. This supplementary payment does not apply if: a. coverage is otherwise provided by the Property Coverage part (if and CG 89 70 (Ed. 11/14) (Page 6 of 12) y.� 1tlakMmlag�enf BtvWux REVIEWED&APPROVEDBY. ""'—=�'"" R6k Manzc�wpent supeivCs or ' 01 * S1 * 06/09/2021 * PAC 3962751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 b. the loss is covered by any other insurance you have or by any insurance of such person who causes such loss. These payments will not reduce the Limits of Insurance. O. Additional Insured - Manager or Lessor of Premises 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization from whom you lease or rent property and which requires you to add such person or organization as an additional insured on this Policy under: (a) a written contract; or (b) an oral agreement or contract where a Certificate of Insurance showing that person or organization as an additional insured has been issued; but the written or oral contract or agreement must be an "insured contract," and, (1) currently in effect or become effective during the term of this Policy; and (ii) executed prior to the "bodily injury," "property damage," "personal and advertising injury." 2. With respect to the insurance afforded to the Additional Insured identified in paragraph 1. above, the following additional provisions apply: (a) This insurance applies only with respect to the liability arising out of the ownership, maintenance or use of that part of the premises leased to you. (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein is excess over any other valid and collectible insurance available to the Additional Insured whether the other insurance is primary, excess, contingent or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (e) This insurance applies only to the extent permitted by law. 3. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured. P. Additional Insured - Funding Sources 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any Funding Source which requires you in a written contract to name the Funding Source as an additional insured but only with respect to liability arising out of: CG 89 70 (Ed. 11/14) (Page 7 of 12) rya RtekManx mkDtvWmc _rrIIII N REvEw o&MraoveoBr, JAMI— Rik Management SUP-10r CG 89 70 (Ed. 11/14) (Page 8 of 12) S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 a. your premises; or b. "your work" for such additional insured; or c. acts or omissions of such additional insured in connection with the general supervision of "your work" and only to the extent set forth as follows: a. The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The insurance afforded to the Additional Insured only applies to the extent permitted by law c. If coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. d. In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. Q. Additional Insureds - By Contract 1. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the Additional Insured that are subject of the written contract or written agreement provided that the "bodily injury" or "property damage occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or b. the maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or c, the Additional Insureds financial control of you; or d. operations performed by you or on your behalf for which the state or political subdivision has issued a permit However: 1. the insurance afforded to such additional insured only applies to the extent permitted by law; and 2. if coverage provided to the Additional Insured is required by contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide such additional insured. With respect to paragraph 1.a. above, a person's or organization's status as an additional insured under this Endorsement ends when: �,< Rb&.T7awgwnenl Dlvleion vj o � ReviE lED&MPeovmBw R6k Managemenlsupe"15M * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this Endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage." We have no duty to defend an additional insured under this Endorsement until we receive written notice of a "suit' by the Additional Insured as required in paragraph b. of Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITION. 2. With respect to the insurance provided by this Endorsement, the following are added to paragraph 2. Exclusions under SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" that occurs prior to your commencing operations at the location where such "bodily injury" or "property damage" occurs. b. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage," or the offense which caused the "personal and advertising injury," involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. G. "Bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. tz3 -< RtekhW"WwdDMdM ��� IIEVIEWE0&APPROVED BW. t -}R6k Management Supervisor CG 89 70 (Ed. 11114) (Page 9 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/8* 121126296 255044 d. Any person or organization specifically designated as an additional insured for ongoing operations by a separate additional insured endorsement issued by us and made part of this Policy. 3. With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: a. required by the contract or agreement; or b. available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This Endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. R. Primary and Non -Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary Insurance: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) the Additional Insured is a named insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. The following is added to paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a named insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the Additional Insured has been added as an additional insured on other policies. S. Additional Insureds - Protection of Your Limits This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. 1. The following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: An additional insured under this Endorsement will as soon as practicable: CG 89 70 (Ed. 11/14) (Page 10 of 12) RlaleMaugnetdl%Wslan d RwiEWED&A'PRovEDBr q I' 5"'44U01W R6k Management Supewhor S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 a. give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the Additional Insured; and c. agree to make available any other insurance which the Additional Insured has for a loss we cover under this Coverage Part. d. we have no duty to defend or indemnify an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured. 2. The Limits of Insurance applicable to the Additional Insured are those specified in a written contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These limits are inclusive of and not in addition to the Limits of Insurance available under this Policy. T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 8. Transfer of Rights of Recovery Against Others to Us: If required by a written contract or written agreement, we waive any right of recovery we may have against a person or organization because of payment we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "products -completed operations hazard" provided that the injury or damage occurs subsequent to the execution of the written contract or written agreement. U. Property Damage Extension with Voluntary Payments 1. The following is added to paragraph 1. Insuring Agreement of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: At your request we will pay for "loss" to property of others caused by your business operations for which this Policy provides liability insurance. Such payment will be made without regard to your legal obligation to do so. The "loss" must occur during the policy period and must take place in the "coverage territory." 2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of SECTION I - COVERAGES A - Bodily Injury and Property Damage Liability is amended as follows: Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted. 3. As respects coverage afforded by this coverage, SECTION III - LIMITS OF INSURANCE is replaced by the following: Regardless of the number of insureds, claims made or "suits" brought or persons or organizations making claims or bring "suits": 1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one "occurrence" is $ 1,000. 2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000. This aggregate amount is part of and not in addition to the General Aggregate Limit described in paragraph 2. of SECTION III - LIMITS OF INSURANCE. CG 89 70 (Ed. 11/14) (Page 11 of 12) "Maiwgemekomdonn a C��YY REVIEWED&APPROVED ft '�-----`'Rlslc Management Supervisor S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 V. Who Is an Insured - Fellow Employee Extension - Management Employees 1. The following is added to paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, including the direct supervision of other "employee" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury," caused in whole or in part by their intoxication by liquor or controlled substances. This coverage is excess over any other valid and collectable insurance available to your "employee." W. Broadened Personal and Advertising Injury 1. Unless "Personal and Advertising Injury" is excluded from this Policy, the following is added to SECTION V - DEFINITIONS Item 14.: h. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.e. CG 89 70 (Ed. 11/14) (Page 12 of 12) .�, 'RAh.Mwgywmxr:.. REVIEWFA $r/WPROVMl fOVm ei1"' r ,�., Risk Management Supervisor A' 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 ARMSTRONG/ROBITAI LLE/RI EG LE 830 ROOSEVELT STE 200 IRVINE, CA 92620 3663 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 IMPORTANT INFORMATION TO POLICYHOLDERS CALIFORNIA TO OBTAIN INFORMATION OR TO MAKE A COMPLAINT In the event you need to contact someone about this Policy for any reason please contact your agent. If you have additional questions, you may contact the insurance company issuing this Policy at the following address and telephone number: Great American Insurance Group Administrative Offices 301 East 4th Street Cincinnati, OH 45202 Or you may call the toll -free telephone number for information or to make a complaint at: 1.800-972-3008 If you have a problem with your insurance company, its agent or representative that has not been resolved to your satisfaction, please call or write to the Department of Insurance. California Department of Insurance Consumer Services Division 300 South Spring Street, South Tower Los Angeles, California 90013 1-800-927-4357 213-897-8921 (if calling from within the Los Angeles area) 1-800-482-4833 (TDD Number) Written correspondence is preferable so that a record of your inquiry can be maintained. When contacting your agent, company or the Bureau of Insurance, have your Policy Number available. ATTACH THIS NOTICE TO YOUR POLICY This notice is for information only and does not become a part or condition of the attached document. SUM-705 (Ed. 11108) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 COMMERCIAL UMBRELLA ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION EXCLUSION ADVISORY NOTICE TO POLICYHOLDERS This Notice does not form part of your policy. No coverage is provided by this Notice nor can it be construed to replace any provision of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. If there is any conflict between the Policy and this Notice, THE PROVISIONS OF THE POLICY SHALL PREVAIL. Carefully read your policy, including the endorsements attached to your policy. Please note that not all the forms listed below may be applicable to your policy. This Notice provides information concerning the following new endorsement, which applies to your renewal policy being issued by us: GAI 7269 Exclusion - Access or Disclosure of Confidential or Personal Information and Data -Related Liability - With Limited Bodily Injury Exception When this endorsement is attached to your policy: Your policy excludes damages arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in the paragraph above. However, this exclusion does not apply to damages because of "bodily injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. GAI 7268 Exclusion - Access or Disclosure of Confidential or Personal Information and Data -Related Liability - Limited Bodily Injury Exception Not Included When this endorsement is attached to your policy: Your policy excludes damages arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data, which results in a reduction of coverage. This exclusion will apply even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in the paragraph above. SDM-851 (Ed. 05/14) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6001 (Ed. 06 97) Policy No. UMB 3-95-27-52 - 00 Renewal Of THE PROTECTOR COMMERCIAL UMBRELLA DECLARATIONS PAGE 1. NAMED INSURED AND ADDRESS: 2. POLICY PERIOD: BENEVOLENT & PROTECTIVE ORDER 12:01 A.M. Standard Time at the OF ELKS #794; SANTA ANA ELKS address of the Named Insured 1751 S LYON ST shown at left. SANTA ANA, CA 92705 5009 From 05/29/2021 To 05/29/2022 IN RETURN FOR PAYMENT OF THE PREMIUM, PRODUCER'S NAME AND ADDRESS: AND SUBJECT TO ALL TERMS OF THIS ARMSTRONG/ROBITAILLE/RIEGLE POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS 830 ROOSEVELT STE 200 POLICY. IRVINE, CA 92620 3663 Insurance is afforded by: GREAT AMERICAN ALLIANCE INSURANCE COMPANY 3. PREMIUM: Commercial Umbrella Premium $ 2,149.00 Total Advance Premium $ 2,149.00 Total $ 2,149.00 In the event of cancellation by the Named Insured, the company will receive and retain no less than $ 430.00 as a policy minimum premium. BASIS OF PREMIUM: Non-Auditable ( X) Auditable ( ) 4. LIMITS OF INSURANCE: $ 1,000,000 Each Occurrence $ 1,000,000 General Aggregate (Where Applicable) $ 1,000,000 Products -Completed Operations Aggregate 5. SELF -INSURED RETENTION: $ 10,000 6. FORMS AND ENDORSEMENTS applicable to all Coverage Forms and made part of this Policy at time of issue are listed on the attached Forms and Endorsements Schedule, GAI 6013 (Ed. 06/97). GAI 6001 (Ed. 06197) PRO (Page 1 of 1) * 081 * 06107/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6013 (Ed. 06 97) FORMS AND ENDORSEMENTS SCHEDULE It is hereby understood and agreed the following forms and endorsements are attached to and are a part of this policy: Date Added* or Form and Edition ST Date Deleted Form Description 1. GAI6001 06/97 CA COMM'L UMBRELLA COV PART DEC 2. GAI6002 04/10 CA THE PROTECTOR UMBRELLA COV. FORM 3. GAI6003 06/97 CA SCHEDULE A - UNDERLYING POLICIES 4. GAI6005 06/97 CA NAMED INSURED 5. GAI6047 04/10 CA ADVERTISING INJURY -FOLLOWING FORM 6. GAI6125 06197 CA LIQUOR LIABILITY EXCLUSION 7. GAI6129 04/10 CA PERSNL INJURY LIA (FOLLOWING FORM) 8. GAI6135 06/97 CA PROFESSIONAL LIABILITY EXCLUSION 9. GAI6158 01/13 CA CA CHANGES-CANCEI-LATION/NONRENEWAL 10. GAI6442 04/10 CA FUNGI, MOLD OR SPORES EXCLUSION 11. GAI6452 04115 CA CAP ON LOSSES - CERT ACTS OF TERROR 12. GAI6458 04/15 CA EXCL-PUNITIVE DAM REL TO CERT TERRO 13. GAI6472 04/15 CA DISCLOSURE TO TERRORISM RISK ACT OF 14. GAI6475 04/10 CA ACT OF TERRORISM RETAINED LIMIT 15. GAI6807 08/14 CA ORGANIC PATHOGENS EXCLUSION 16. GAI6819 10104 CA SILICA OR RELATED DUST EXCLUSION 17. GAI6869 08/05 CA NUCLEAR, BIOLOGICAL OR CHEMICAL EXC 18. GAI7111 04/10 CA INFRINGEMENT OF COPYRIGHT, PATENT, 19. GAI7251 08/14 CA ABUSE OR MOLESTATION COVERAGE - FF 20. GAI7269 05114 CA EXCL.-ACCESS/WITH LIMITED BODILY IN 21. IL7268 09/09 CA IN WITNESS CLAUSE 22 *If not at inception GAI 6013 (Ed. 06/97) PRO (Page 1of 1) TOADGXB 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6003 (Ed. 06 97) THE PROTECTOR SCHEDULE A - SCHEDULE OF UNDERLYING POLICIES Carrier, Policy Number and Type of Coverage Limits of Insurance Period COMPWEST INS COMPANY Employers Liability Bodily Injury By Accident WCV5501916-03 $1,000,000 each accident 12/05/2020 Bodily Injury By Disease 12/05/2021 $1,000,000 policy limit $1,000,000 each employee Carrier, Policy Number and Type of Coverage Limits of Insurance Period GR AMER INS CO Automobile Combined Single Limit PAC 395-27-51 Hired Automobile $1,000,000 each accident 05/29/2021 Non -Owned Autos 05/29/2022 Carrier, Policy Number and Type of Coverage Limits of Insurance Period GR AMER INS CO Commercial $2,000,000 Aggregate Limit PAC 395-27-51 General Liability $2,000,000 Products - 05/29/2021 Occurrence Form Completed Operations 05/29/2022 Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence BUSINESSPRO (Reg. U.S. Pat. Off.) GAI 6003 (Ed. 06/97) (Page 1 of 1) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6002 (Ed. 04 10) T H E P R O T E C T O R COMMERCIAL UMBRELLA COVERAGE FORM There are provisions in this Policy that restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. Throughout this Policy, the words "you" and "your" refer to the Named Insured as defined in Insuring Agreement, V. DEFINITIONS. The words "we," "us," and "our" refer to the Company providing this insurance. The word "Insured" means any person or organization qualifying as such in Insuring Agreement, V. DEFINITIONS. Words and phrases that appear in quotation marks have special meanings that can be found in V. DEFINITIONS or in the specific Policy provision where those words appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations we agree with you to provide coverage as follows: INSURING AGREEMENTS I. COVERAGE A. We will pay on behalf of the "Insured" those sums in excess of the "retained limit" that the "Insured" becomes legally obligated to pay as damages, by reason of liability imposed by law or assumed by the "Insured" under an "insured contract," because of: 1. "bodily injury" or "property damage" that takes place; or 2. "personal injury" or "advertising injury" arising from an offense committed; during the Policy Period and caused by an "occurrence" happening anywhere. If we are prevented by law or statute from paying such sums on behalf of the "Insured," then we will indemnify the 'Insured" for them. The amount we will pay for damages is limited as described below in Section II, LIMITS OF INSURANCE. M This insurance applies to "bodily injury," "property damage," "personal injury," or "advertising injury" only if, prior to the Policy Period, no 'Insured" knew that the "bodily injury," "property damage," "personal injury," or "advertising injury" had occurred, in whole or in part. If any "Insured" knew, prior to the Policy Period, that the "bodily injury," "property damage," "personal injury," or "advertising injury" had occurred in whole or in part, then any continuation, change, or resumption of such "bodily injury," "property damage," "personal injury," or "advertising injury," during or after the Policy Period, will be deemed to have been known prior to the Policy Period. C. 'Bodily injury," "property damage," "personal injury," or "advertising injury" which occurs during the Policy Period and was not, prior to the Policy Period, known to have occurred by any "Insured," includes any continuation, change, or resumption of that "bodily injury," "property damage," "personal injury," or "advertising injury" after the end of the Policy Period. GAI 6002 (Ed. 04/10) XS (Page 1 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 D. 'Bodily injury," "property damage," "personal injury," or "advertising injury' will be deemed to have been known by all "Insureds" to have occurred at the earliest time when any "Insured": 1. reports all, or any part, of the "bodily injury," "property damage," "personal injury," or "advertising injury" to us or any other insurer; 2. receives a written or verbal demand or 'claim" for damages because of the "bodily injury," "property damage," "personal injury," or "advertising injury"; or 3. becomes aware by any other means that "bodily injury," "property damage," "personal injury," or "advertising injury" has occurred or has begun to occur. II. LIMITS OF INSURANCE A. The Limits of Insurance shown in Item 4. of the Declarations and the rules below state the most we will pay regardless of the number of: 1. "Insureds"; 2. 'claims" made or "suits" brought; or 3. persons or organizations making 'claims" or bringing "suits. B. The General Aggregate Limit is the most we will pay for all damages covered under the Insuring Agreement in Section I., except: 1. damages included in the "products -completed operations hazard"; and 2, coverages included in the policies listed in the Schedule of Underlying Insurance to which no underlying aggregate limit applies. The amount stated in the Declarations as the General Aggregate Limit is the most we will pay for all damages arising out of any "bodily injury," "property damage," "personal injury," or "advertising injury" subject to an aggregate limit in the "underlying insurance." The General Aggregate Limit applies separately and in the same manner as the aggregate limits in the "underlying insurance." C. The Products -Completed Operations Aggregate Limit stated in the Declarations is the most we will pay for all damages included in the "products -completed operations hazard." D. Subject to B. or C. in Section II. LIMITS OF INSURANCE, whichever applies, the Each Occurrence Limit stated in the Declarations is the most we will pay for damages covered under the Insuring Agreement in Section I. because of all "bodily injury," "property damage," "personal injury," and "advertising injury" arising out of any one "occurrence." E. If the applicable Limits of Insurance of the policies listed in the Schedule of Underlying Insurance or of other insurance providing coverage to the "Insured" are reduced or exhausted by actual payment for one or more 'claims" or "suits," then, subject to all applicable terms and conditions of this Policy, we will: 1. in the event of reduction, pay in excess of the reduced underlying Limits of Insurance, or; GAI 6002 (Ed. 04/10) XS (Page 2 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 2. in the event of exhaustion, continue in force as "underlying insurance"; Coverage provided pursuant to EA. or E.2. above will be subject to the exclusions, terms, and conditions of this Policy. F. The Limits of Insurance of this Policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the Policy Period shown in the Declarations, unless the Policy Period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. G. Retained Limit Subject to the applicable Limits of Insurance stated in the Declarations and described in A. through F., above, we will be liable only for that portion of damages that is in excess of the "retained limit." The "retained limit" is the greater of: 1. the total amounts stated as the applicable limits of the underlying policies listed in the Schedule of Underlying Insurance and the applicable limits of all other insurance providing coverage to the "Insured" during the Policy Period; or 2. the amount stated in the Declarations as "Self -Insured Retention," as respects any "occurrence" covered by none of the underlying policies listed in the Schedule of Underlying Insurance and by no other insurance providing coverage to the "Insured" during the Policy Period. Once the "Self -Insured Retention" has been fully exhausted by the Insured's actual payment of damages because of "claims" and "suits," the "Self -Insured Retention" will not be reapplied or again payable by the "Insured" because of any "bodily injury," "property damage," or offense that takes place or is committed during the Policy Period. III. DEFENSE A. We will have the right and duty to investigate any "claim" and defend any "suit" seeking damages covered by the terms and conditions of this Policy when: 1. the applicable Limits of Insurance of the underlying policies listed in the Schedule of Underlying Insurance and the Limit of Insurance of all other insurance providing coverage to the "Insured" have been exhausted by actual payment of "claims" for any "occurrence" to which this Policy applies; or 2. damages are sought for any "occurrence" which is covered by this Policy but covered by none of the underlying policies listed in the Schedule of Underlying Insurance and by no other insurance providing coverage to the "Insured." B. When we assume the defense of any "claim" or "suit": 1. we will investigate any "claim" and defend any "suit" against the "Insured" seeking damages on account of any "occurrence" covered by this Policy. We have the right to investigate, defend, and settle the "claim" or "suit" as we deem expedient. 2. all expenses we incur in the investigation of any "claim" or defense of any "suit" are in addition to our Limits of Insurance. GAI 6002 (Ed. 04/10) XS (Page 3 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 3. we will pay the following as expenses, but only to the extent they are neither paid nor required to be paid by one or more of the underlying policies listed in the Schedule of Underlying Insurance nor by any other insurance providing coverage to the "Insured": a. premiums on bonds to release attachments, but only for bond amounts within our applicable Limit of Insurance. We are not obligated to apply for or furnish any such bond. b. premiums on appeal bonds required by law to appeal any "claim" or "suit" we defend, but only for bond amounts within our applicable Limit of Insurance. We are not obligated to apply for or furnish any such bond. c. all court costs taxed against the "Insured" in any "claim" or "suit" we defend. However, we will not pay for attorneys' fees or attorneys' expenses taxed against the "Insured." d. pre -judgment interest awarded against the "Insured" on that part of the judgment we pay that is within our applicable Limit of Insurance. If we make an offer to pay the applicable Limit of Insurance, we will not pay any pre -judgment interest based on the period of time after the offer; e. all interest that accrues after entry of judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within our applicable Limit of Insurance; f. the "Insured's" actual and reasonable expenses incurred at our request. C. We will not investigate any "claim" or defend any "suit" after our applicable Limits of Insurance have been exhausted by payment of judgments or settlements. D. Except for those instances described in Subsection A. in Section Ill. DEFENSE, we will not be obligated to assume charge of the investigation, settlement, or defense of any "claim" or "suit" against the "Insured." We will, however, have the right and will be given the opportunity to participate in the settlement, defense, and trial of any "claim" or "suit" relative to any "occurrence" which, in our opinion, may create liability on our part under the terms of this Policy. If we exercise such right, we will do so at our own expense. IV. EXCLUSIONS This insurance does not apply to: A. Asbestos "Bodily injury," "property damage," "personal injury," "advertising injury,' and any other liability, including, but not limited to, settlements, judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, or consultants, arising out of or related in any way, either directly or indirectly, to: 1. asbestos, asbestos products, asbestos -containing materials or products, asbestos fibers or asbestos dust, including, but not limited to, any manufacture, mining, use, sale, Installation, removal, or distribution activities related to any form of asbestos; 2. exposure to, testing for, monitoring of, cleaning up, removing, containing, or treating of asbestos, asbestos products, asbestos -containing materials or products, asbestos fibers or asbestos dust; or GAI 6002 (Ed. 04110) XS (Page 4 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 3. any obligation to investigate, settle, or defend, or indemnify any person against, any "claim" or "suit" arising out of, or related in any way, either directly or indirectly, to asbestos, asbestos products, asbestos -containing materials or products, asbestos fibers or asbestos dust. B. Breach of Contract "Personal injury" or "advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement." C. Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the "Insured." D. Damage to Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: 1. a defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or 2. a delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. E. Damage to Property "Property damage" to: 1. property you own, rent, or occupy, including any costs or expenses incurred by you or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. property loaned to you; 4. personal property in the care, custody or control of the "Insured"; 5. that particular part of real property on which you or any contractor or subcontractor working directly or indirectly on your behalf is performing operations, if the "property damage" arises out of those operations; or 6. that particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2. of this exclusion does not apply if the premises are "your work" and were never occupied, rented, or held for rental by you. GAI 6002 (Ed. 04/10) XS (Page 5 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 Paragraphs 3., 4., 5., and 6. of this exclusion do not apply to liability assumed under a railroad sidetrack agreement. Paragraph 6. of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." F. Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. G. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard." This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. H. Distribution Of Material In Violation Of Statutes "Bodily injury," "property damage," "personal injury" or "advertising injury" arising, directly or indirectly, out of any act or omission that violates or is alleged to violate: 1. the Telephone Consumer Protection Act (TCPA), including any amendment of or addition to that law, by the sending or transmitting of a fax or the placing of a phone call; 2. the CAN-SPAM Act of 2003, including any amendment of or addition to that law, by the sending or transmittal of an email; or 3, the Fair Credit Reporting Act (FCRA), and any such amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or 4. any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. 1. Electronic Chat Rooms or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chat room, bulletin board, website, social networking site or service, or blog the "Insured" hosts or owns, or over which the "Insured" exercises control. J. Electronic Data "Bodily injury," "property damage," "personal Injury" or "advertising injury" arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data." K. Employment -Related Practices "Bodily injury", "personal injury," or "advertising injury," however caused, arising directly or indirectly out of any: 1. refusal to employ or promote; GAI 6002 (Ed. 04110) XS (Page 6 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 2. termination of employment; 3. coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, molestation, humiliation, discrimination, or malicious prosecution, directed at a person, or other employment -related practice, policy, act, or omission; or 4, consequential "bodily injury," "property damage," "personal injury," or "advertising injury," as a result of paragraphs 1. through 3. of this exclusion. This exclusion applies whether the Injury -causing event described in paragraphs 1. through 4. occurs before employment, during employment, or after employment of that person, and whether the "Insured" may be held liable as an employer or in any other capacity, and to any obligation to share damages with or to repay someone else who must pay damages because of the "bodily injury," "property damage," "personal injury," or "advertising injury." L. ERISA Any obligation of the "Insured" under the Employee Retirement Income Security Act of 1974 (ERISA) or, any amendment to this act, or under any similar law, regulation, or ordinance. M. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "Insured." This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. N. Infringement of Copyright, Patent, Trademark or Trade Secret "Personal injury" or "advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement. O. Knowing Violation of Rights of Another "Personal injury" or "advertising injury" caused by or at the direction of the "Insured" with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury." P. Material Published Prior to Policy Period "Personal injury" or "advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the Policy Period. Q. Material Published with Knowledge of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication of material, if done by or at the direction of the "Insured" with knowledge of its falsity. R. Nuclear Energy Liability 1. "Bodily injury," "property damage," "personal injury," "advertising injury," or "nuclear property damage," however caused: GAI 6002 (Ed. 04/10) XS (Page 7 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 a. with respect to which an "Insured" under this Policy is also insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada, or any of their successors, or would be insured under any such policy but for its termination upon exhaustion of its Limit of Liability; or b. resulting from the "hazardous properties" of "nuclear material' and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) any "Insured" is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. "Bodily injury," "property damage," "personal injury," "advertising injury," or 'nuclear property damage," however caused, arising or resulting from, directly or indirectly, the "hazardous properties" of "nuclear material," if: a. the "nuclear material' (a) is at any "nuclear facility" owned by, or operated by or on behalf of, any "Insured" or (b) has been discharged or dispersed therefrom; b. the "nuclear material' is contained in "spent fuel' or "nuclear waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of any "Insured"; or c. the "bodily injury," "property damage," "personal injury," "advertising injury," or "nuclear property damage" arises out of the furnishing by an "Insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility," but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion 2.c. applies only to "property damage" to such "nuclear facility" and any property in or at that "nuclear facility." 3. As used in this Nuclear Energy Liability exclusion: "Hazardous properties" includes radioactive, toxic or explosive properties "Nuclear material" means "source material," "special nuclear material' or "by-product material." "Source material," "special nuclear material," and "by-product material' have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor." "Nuclear waste" means any waste material (a) containing "by-product material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material' content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility." "Nuclear facility" means: a. any "nuclear reactor"; GAI 6002 (Ed. 04/10) XS (Page 8 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 b. any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel," or (c) handling, processing or packaging "nuclear waste"; c. any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of any "Insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; d. any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "nuclear waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. "Nuclear property damage" includes all forms of radioactive contamination of tangible property. S. Pollution 1. Any "bodily injury," "property damage," "personal injury," "advertising injury," and any other liability, including, but not limited to, settlements, judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, or consultants, arising out of or related in any way, either directly or indirectly, in whole or in part, to the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, escape, presence of, or exposure to, any "pollutant," from any source, at any location, at any time. 2. Any loss, cost, or expense which would not have occurred in whole or in part but for any: a. Request, demand, or order that any "Insured" or others test for, monitor, clean up, remove, contain, treat, detoxify, abate, or neutralize, or in any way respond to or assess the effects of, any "pollutant'; or b. "Claim" or "suit' by or on behalf of any federal, state, or local governmental authority because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, abating, or neutralizing, or in any way responding to or assessing the effects of, any "pollutant." This exclusion does not apply to "bodily injury" or "property damage" caused by smoke, fumes, vapor, or soot from a "hostile fire," or sustained within a building and caused by smoke, fumes, vapor, or soot from equipment used to heat that building. "Hostile fire" means a fire that becomes uncontrollable or breaks out from where it was intended to be. T. Quality or Performance of Goods - Failure to Conform to Statements "Personal injury" or "advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement." GAI 6002 (Ed. 04/10) XS (Page 9 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 U. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: 1. "your product"; 2. "your work"; or 3. "impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. V. Unauthorized Use of Another's Name or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactic to mislead another's potential customers. W. Un-Insured/Under-Insured Motorists and Similar Laws Any obligation of the "Insured" under a No Fault, Uninsured Motorist or Underinsured Motorist law, or under any similar law, regulation or ordinance. V: Tal.S1 "Bodily injury," "property damage," "personal injury," or "advertising injury," however caused, arising directly or indirectly out of: 1, war, including undeclared or civil war; 2. warlike action by military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or 3. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Y. Workers' Compensation And Similar Laws Any obligation of the "Insured" under a Workers Compensation, Unemployment Compensation or, Disability Benefits Law, or under any similar law, regulation, or ordinance. Z. Wrong Description of Prices "Advertising injury" arising out of the wrong description of the pricing of goods, products or services stated in your "advertisement." AA. Following Form The following exclusions 1. through 6. do not apply to the extent that such coverage Is provided by "underlying insurance" or would have been provided by "underlying insurance" but for the exhaustion of the applicable limits of the "underlying insurance" by the payment of damages for "bodily injury," "property damage," "personal injury," or "advertising injury" covered GAI 6002 (Ed. 04/10) XS (Page 10 of 26) * 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 by our Policy. However, under no circumstances will the coverage provided by our Policy for the risks described in the following exclusions 1. through 6. be any broader than the coverage provided for those risks by the "underlying insurance." Subject to the preceding paragraph, this insurance does not apply to: 1. Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, operation, use, or "loading or unloading" of any aircraft, if such aircraft is owned, or hired without pilot or crew, by or on behalf of any "Insured." 2. Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, operation, use, or "loading or unloading" of any "auto." 3. Contractual Liability "Bodily injury," "property damage," "personal injury" or "advertising injury" for which any "Insured" is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: a. that the "Insured" would have in the absence of the contract or agreement; or b. assumed in a written contract or written agreement that is an "Insured contract," but only if the "bodily injury," "property damage," "personal injury" or "advertising injury" occurs after the "Insured" signs or otherwise formally executes that contract or agreement. 4. Employee Liability Liability of any "employee" with respect to "bodily injury," "property damage," "personal injury" or "advertising injury" to you or to another "employee" of the same employer injured in the course of such employment. 5. Employer's Liability a. "Bodily injury" to: (1) an "employee" of any "Insured," arising out of and in the course of: (a) employment by any "Insured"; or (b) performing duties related to the conduct of any "Insured's" business; or (2) the spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. (1) of this exclusion. b. This exclusion applies: (1) whether any "Insured" may be liable as an employer or in any other capacity; and (2) to any obligation to share damages with or repay someone else who must pay damages because of the injury. GAI 6002 (Ed. 04/10) XS (Page 11 of 26) * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 6. Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, operation, use, or "loading or unloading" of any watercraft, if such watercraft is owned, or chartered without crew, by or on behalf of any "Insured." This exclusion does not apply to watercraft while ashore on any premises owned by, rented to, or controlled by you. VANDT 3IN1111410 A. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: 1. notices that are published include material placed on the Internet or on similar electronic means of communication; 2. regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. B. "Advertising injury" means injury, including consequential "bodily injury," arising out of advertising activities of any "Insured" as a result of one or more of the following offenses committed during the Policy Period in the course of advertising your goods, products, or services: 1. oral or written publication, in any manner, that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; 2. oral or written publication, in any manner, of material that violates a person's right of privacy; 3. misappropriating another's advertising ideas in your "advertisement"; or 4. infringing upon another's copyright, trade dress, or slogan in your "advertisement." "Advertising injury" does not include "personal injury." C. "Auto" means: 1. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or 2. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However. "auto" does not include "mobile equipment." D. "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of those at any time. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from a physical injury, sickness, or disease of that person. E. "Claim" means a demand, made under an assertion of legal right, for money as compensation for "bodily injury," "property damage," "advertising injury," or "personal injury." "Claim" includes "suit." GAI 6002 (Ed. 04/10) XS (Page 12 of 26) * 061 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 F. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, hardware, or media, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. G. "Employee" includes a "leased worker." "Employee" does not include a "temporary worker." H. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. I. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: 1. it incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or 2, you have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. "Impaired property" does not include "electronic data." J. "Insured" means each of the following, to the extent set forth: 1. The Named Insured meaning: a. any person or organization listed in Item 1. of the Declarations, and any Company of which you own more than 50% as of the beginning of the Policy Period. b. any organization you newly acquire or form during the Policy Period, other than a partnership, joint venture or limited liability company, and of which you maintain ownership of more than 50%, will qualify to be a Named Insured. However; (1) coverage for such an organization under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the Policy Period, whichever is earlier; (2) coverage under this provision does not apply to any "bodily injury," "property damage," "personal injury" or "advertising injury" that occurred before you acquired or formed the organization; and (3) coverage under this provision applies only if the organization is insured under one or more of the policies listed in the Schedule of Underlying Insurance, and then for no broader coverage than is provided for that organization under such underlying policies. 2. If you are an individual: a. you and your spouse, but only with respect to the conduct of a business of which you are the sole owner as of the beginning of the Policy Period. b. any person or organization having proper temporary custody of your property if you die, but only: (1) with respect to liability arising out of the maintenance or use of that property; and GAI 6002 (Ed. 04/10) XS (Page 13 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 (2) until your legal representative has been appointed; and c. your legal representative if you die, but only with respect to duties as such. That representative will have all of your rights and duties under this insurance. 3. If you are a partnership or joint venture, your partners or members and their spouses, but only as respects the conduct of your business. 4. If you are a limited liability company, your members and your managers, but only as respects the conduct of your business. 5. If you are a trust, you are an "Insured." Your trustees are also "Insureds," but only with respect to their duties as your trustees. 6. Any person or organization, other than a Named Insured, included as an additional "Insured" by virtue of an "insured contract" or a contract that includes an "insured contract," and to which coverage is provided by the "underlying insurance," but for no broader coverage under this Policy than the coverage the "underlying insurance" provides for such additional "Insured." 7. Subject to 12., below, any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company) and any of your "employees," but only while acting within the scope of their duties as such. Your stockholders (if you are an organization other than a partnership, joint venture, or limited liability company) are also "Insureds," but only with respect to their liability as your stockholders. But no person or organization that is an "Insured" solely by virtue of this subparagraph is an "Insured" as respects any: a. "bodily injury" or "property damage" arising out of the ownership, maintenance, use, or "loading or unloading" of any "auto," aircraft or watercraft. However, if valid "underlying insurance" affords such coverage for that person or organization, or would have afforded such coverage but for the exhaustion of underlying limits for "bodily injury" or "property damage," then, subject to all the other terms and conditions of our Policy, that person or organization is also an 'Insured" under our Policy as respects a. In that case, the coverage our Policy provides that person or organization for a. will follow the provisions, exclusions, and limitations of, and be no broader than, the coverage that "underlying insurance" provides that person or organization for a. 8. Subject to 12., below your "volunteer workers," but only while performing duties related to the conduct of your business. 9. Any person or organization, other than one of your "employees," while acting as your real estate manager. 10, Any person or organization (other than your partners, "executive officers," directors, stockholders or "employees") with respect to any "auto" owned by you, loaned to you, or hired by you or on your behalf, and used by that person or organization with your permission. But no person or organization that is an 'Insured" solely by virtue of this subparagraph is an "Insured" as respects using an "auto" while working in a business that sells, services, repairs, or parks "autos" unless you are in that business. 11. No person or organization is an 'Insured" with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations or unless added via endorsement to this Policy. GAI 6002 (Ed. 04/10) XS (Page 14 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 12. None of your "employees" or "volunteer workers" is an "Insured" as respects any: a. "Bodily injury," "personal injury" or "advertising injury": (1) to you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (2) to the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of paragraph a. (1) above; (3) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph a.(1) or a.(2) above; or b. "Property damage" to property: (1) owned, occupied, or used by, (2) rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees" or "volunteer workers," any of your partners or members (if you are a partnership or joint venture), or any of your members (if you are a limited liability company). K. "Insured contract" means: 1. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you, or while temporarily occupied by you with permission of the owner, is not an "insured contract"; 2. a sidetrack agreement; 3. any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; 4. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; 5. an elevator maintenance agreement; 6. that part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury," "property damage," "personal injury" or "advertising injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph 6. does not include that part of any contract or agreement: GAI 6002 (Ed. 04/10) XS (Page 15 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 a. that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; b. that indemnifies an architect, engineer or surveyor for injury or damage arising out of: (1) preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or c. under which the "Insured," if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the "Insured's" rendering or failure to render professional services, including those listed in b. above and supervisory, inspection, architectural or engineering activities. L. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker." M. "Loading or unloading" means the handling of property: 1. after it is removed from the place where it is accepted for movement into or onto an aircraft, watercraft, or "auto"; 2. while it is in or on an aircraft, watercraft, or "auto"; 3. while it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered. However, "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft, or "auto." N. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: 1. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2, vehicles maintained for use solely on or next to premises you own or rent; 3. vehicles that travel on crawler treads; 4. vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. power cranes, shovels, loaders, diggers or drills; or b. road construction or resurfacing equipment such as graders, scrapers or rollers; 5. vehicles not described in paragraphs 1., 2., 3., or 4, above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: GAI 6002 (Ed. 04/10) XS (Page 16 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 a. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or b. cherry pickers and similar devices used to raise or lower workers; 6. vehicles not described in 1, 2., 3., or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment' but will be considered "autos": a. equipment designed primarily for: (1) snow removal; (2) road maintenance, but not construction or resurfacing; or (3) street cleaning; b. cherry pickers and similar devices mounted on auto or truck chassis and used to raise or lower workers; and c. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment' does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos." 0. "Occurrence" means: 1. as respects "bodily injury" or "property damage," an accident, including continuous or repeated exposure to substantially the same general harmful conditions. All such exposure to substantially the same general harmful conditions will be deemed to arise out of one "Occurrence"; 2. as respects "personal injury," an offense, arising out of your business, that results in "personal injury," but only if that offense is committed during the Policy Period. All "personal injury" that arises from the same offense, or from repeated or related offenses, will be considered as arising out of one and the same "occurrence," regardless of the frequency or repetition thereof, the number or kinds of media, or the number of people or organizations making "claims" or bringing "suits"; 3. as respects "advertising injury," an offense, committed in the course of advertising your goods, products and services, that results in "advertising injury," but only if that offense is committed during the Policy Period. All "advertising injury" that arises from the same offense, or from repeated or related offenses, will be considered as arising out of one and the same "occurrence," regardless of the frequency or repetition thereof, the number or kinds of media used, or the number of people or organizations making 'claims" or bringing "suits." P. "Personal injury" means injury, including consequential "bodily injury," arising out of one or more of the following offenses committed during the Policy Period: 1. false arrest, detention or imprisonment; GAI 6002 (Ed. 04/10) XS (Page 17 of 26) 081 * 06/07/2021 * U M B 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 2. malicious prosecution; 3. the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; 4. oral, or written publication, in any manner, that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; or 5. oral or written publication, in any manner, that violates a person's right of privacy. "Personal injury" does not include "advertising injury." Q. "Pollutant" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. R. "Pollution cost or expense" means any loss, cost or expense arising out of any: 1. request, demand, order or statutory or regulatory requirement that any "Insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, abate, or in any way respond to or assess the effects of, any "pollutant" or 2. "claim" or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, abating, or in any way responding to or assessing the effects of, any "pollutant." S. "Products -completed operations hazard": 1. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: a. products that are still in your physical possession; or b. work that has not yet been completed or abandoned. "Your work" will be deemed completed at the earliest of the following times: (1) when all of the work called for in your contract has been completed. (2) when all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (3) when that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 2. Does not include "bodily injury" or "property damage" arising out of: a. the transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any "Insured"; GAI 6002 (Ed. 04/10) XS (Page 18 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 b. the existence of tools, uninstalled equipment or abandoned or unused materials. T. "Property damage" means: 1. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or 2. loss of use of tangible property that is not physically injured. All such loss will be deemed to occur at the time of the 'occurrence" that caused it. For the purposes of this insurance, 'electronic data" is not tangible property. U. "Self -Insured Retention" means the dollar amount listed in Item 5. of the Declarations that will be paid by the "Insured" before this insurance becomes applicable, with respect to "occurrences" or offenses not covered by "underlying insurance." The "Self -Insured Retention" does not apply to 'occurrences" or offenses which would have been covered by "underlying insurance" but for the exhaustion of applicable limits of the "underlying insurance." V. "Suit" means a civil proceeding which seeks monetary damages because of "bodily injury," "property damage," "personal injury," or "advertising injury" to which this insurance applies. "Suit' includes: 1. an arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or 2. any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. W. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. X. "Underlying insurance" means the insurance coverage provided under policies shown in the Schedule of Underlying Insurance, or any additional policies agreed to by us in writing. It includes any policy issued to replace one of those policies during the term of this insurance that provides: 1, at least the same policy limits; and 2. insurance for the same hazards, except as to any modifications which are agreed to by us in writing. "Underlying insurance" does not include any insurance policy specifically purchased to apply only in excess of this Policy. Y. "Volunteer worker" means a person who is not your 'employee," and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary, or other compensation by you or anyone else for their work performed for you. Z. "Your product' means: 1. any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: a. you; GAI 6002 (Ed. 04/10) XS (Page 19 of 26) * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 b. others trading under your name; or G. a person or organization whose business or assets you have acquired; and 2. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: 1. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and 2, the providing of or failure to provide warnings or instructions. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. AA. "Your work" means: 1. work or operations performed by you or on your behalf; and 2. materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: 1. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and 2. the providing of or failure to provide warnings or instructions. VI. CONDITIONS A. Appeals If the "Insured" or an "Insured's" underlying insurers do not appeal an award or judgment in excess of the "retained limit," we have the right to make such an appeal. Whether or not we elect to appeal, and regardless of the result of any appeal we elect to make, the amount we pay in connection with such an award or judgment will not exceed our applicable Limit of Insurance, as stated in Item 4. of the Declarations plus expenses we incur in the defense of the "suit." B. Audit We may audit and examine your books and records as they relate to this Policy or the premium to be charged, at any time during the Policy Period of this Policy and for up to three years after the end of that Policy Period, C. Bankruptcy or Insolvency The bankruptcy, insolvency or inability to pay of any "Insured," or the bankruptcy, insolvency or inability to pay of any of the Underlying Insurers, will not relieve us from the payment of any "claim" or "suit" covered by this Policy. Under no circumstances will any such bankruptcy, insolvency or inability to pay require us to drop down and replace the "retained limit" or to bear or assume any obligation within the "retained limit." GAI 6002 (Ed. 04110) XS (Page 20 of 26) * 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 D. Cancellation 1. You may cancel this Policy before the end of the Policy Period. To do so, you must mail or deliver advance written notice to us stating the day and hour the cancellation takes effect. 2. We may cancel this Policy before the end of the Policy Period. If we cancel because of nonpayment of premium, we must mail or deliver advance written notice to you stating when, not less than ten (10) days thereafter, the cancellation takes effect. If we cancel for any other reason, we must mail or deliver advance written notice to you stating when, not less than thirty (30) days thereafter, the cancellation takes effect. Mailing that notice to you at your mailing address shown in Item 1. of the Declarations will be sufficient notice of cancellation, and proof of such mailing will be sufficient proof of notice. 3. If you or we cancel, the Policy Period ends when the cancellation takes effect 4. If we cancel, final premium will be calculated pro rate based on the time this Policy was in force. Final premium will not be less than the Minimum Premium shown in Item 3. of the Declarations. 5. If you cancel, final premium may be more than pro rata; it will be based on the time this Policy was in force and may be increased by our short rate cancellation table and procedure. Final premium will not be less than the Minimum Premium shown in Item 3. of the Declarations. 6. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter, but the cancellation will be effective even if we have not made or offered any refund due you. Our check or our representative's check, mailed or delivered, will be sufficient tender of any refund due you. 7. The first Named Insured in Item 1, of the Declarations will act on behalf of all other "Insureds" with respect to the giving and receiving of notice of cancellation and the receipt of any refund that may become payable under this Policy. 8. Any of these provisions that conflicts with an applicable law that controls the cancellation of this Policy is changed by this statement to comply with the minimum mandatory requirements of that law. E. Changes This Policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in Item 1, of the Declarations is authorized to act on behalf of all Insureds in making or agreeing to changes in the terms of this Policy, but only with our consent. Notice to our agent, or knowledge possessed by our agent or any other person, will not effect a waiver or a change in any part of this Policy. This Policy can be changed only by a written endorsement we issue that becomes a part of this Policy and that is signed by one of our authorized representatives. F. Duties in The Event of An "Occurrence," "Claim" Or "Suit" 1. You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a "claim" or "suit" involving this Policy. To the extent possible, such notice should include: a, how, when and where the "occurrence" took place; GAI 6002 (Ed. 04/10) XS (Page 21 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 b. the names and addresses of any injured person and witnesses; c. the nature and location of any injury or damage arising out of the "occurrence." 2. If a 'claim" or "suit' against any "Insured" is reasonably likely to involve this Policy you must notify us in writing as soon as practicable. 3. You and any other involved "Insured" must: a. immediately send us copies of any demands, notices, summonses or legal papers received in connection with the 'claim" or "suit'; b. authorize us to obtain records and other information; c. cooperate with us in the investigation, settlement or defense of the "claim" or "suit'; and d. assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the "Insured" because of injury or damage to which this insurance may also apply. 4. No "Insured" will voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent, except at their own cost. G. Inspection We have the right, but are not obligated, to inspect the premises and operations of any "Insured" at any time. Our inspections are not safety inspections. They relate only to the insurability of the premises and operations of the "Insured" and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While such inspections may help reduce losses, we do not undertake to perform the duty of any person or organization to provide for the health or safety of any employees or the public. We do not warrant that the premises or operations of any "Insured" are safe or healthful or that they comply with laws, regulations, codes or standards. H. Legal Actions Against Us There will be no right of action against us under this Policy unless: 1. you and any other involved "Insured" have complied with all the terms of this Policy; and 2. the amount you owe has been determined, either by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. I. Knowledge of "Occurrence" Knowledge of any "occurrence," 'claim," or "suit by any agent, servant, or employee of the "Insured" does not in and of Itself constitute knowledge by the "Insured" unless notice of such "occurrence," "claim," or "suit' has been received by an officer, manager, risk manager, authorized employee, or partner of a Named Insured. GAI 6002 (Ed. 04110) XS (Page 22 of 26) 081 * 06/07/2021 * UMB 3952762 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 J. Maintenance of "Underlying Insurance" During the period of this Policy, you agree: 1. to keep the policies listed in the Schedule of Underlying Insurance in full force and effect; 2. that no renewal or replacement of any policy listed in the Schedule of Underlying Insurance will be more restrictive in coverage than the policy it renews or replaces; 3. that the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of aggregate limits by actual payment of "claims" or "suits" for 'occurrences" covered by "underlying insurance"; and 4. that the terms, conditions and endorsements of the policies listed in the Schedule of Underlying Insurance will not change during the Policy Period of this Policy in any way that: a. increases the coverage afforded under this Policy; or b. causes the applicable Limits of Insurance of the policies listed in the Schedule of Underlying Insurance or of other insurance providing coverage to the "Insured" to be reduced or exhausted at an earlier time than they would have been reduced or exhausted in the absence of such change. If you fail to comply with any one or more of these requirements, we will be liable only to the same extent we would have been had you fully complied with all of these requirements. K. Nonrenewal If we decide not to renew this Policy, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the end of the Policy Period. If notice is mailed, proof of mailing will be sufficient proof of notice. L. Otherinsurance If other insurance applies to a liability that is also covered by this Policy, this Policy will apply only in excess of the applicable limits of that other insurance. Nothing in this provision will be construed to make this Policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is specifically written to apply only in excess of the applicable Limits of Liability of this Policy. M. Policy Period Subject to Condition D. Cancellation, the Policy Period of this Policy: 1. begins at the date and time shown as From; and 2. ends at the date and time shown as To; in Item 2. of the Declarations. N. Premium The first Named Insured designated in Item 1. of the Declarations will be responsible for payment of all premiums when due. The premium for this Policy will be computed on the basis set forth in Item 3. of the GAI 6002 (Ed. 04/10) XS (Page 23 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 Declarations. At the beginning of the Policy Period, you must pay us the Advance Premium shown in Item 3. of the Declarations. When this Policy expires or if it is canceled, we will compute the earned premium for the time this Policy was in force. If this Policy is subject to audit adjustment, the actual exposure basis will be used to compute the earned premium. If the earned premium is greater than the Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium, we will return the difference to you. But in any event we will retain the Minimum Premium as shown in Item 3. of the Declarations for each twelve months of our Policy Period. O. Separation of Insureds Except with respect to our Limits of Insurance and any rights or duties specifically assigned to the first Named Insured designated in Item 1. of the Declarations, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each "Insured" against whom "claim" is made or "suit" brought. P. Trade Sanctions This Policy is void from its inception as respects any Policy term or condition that violates any law or regulation of the United States of America (U.S.) concerning economic and trade embargoes including, but not limited to, such laws or regulations respecting any of the following: 1. any "Insured," or any person or entity claiming the benefits of an "Insured," who is or becomes a "Specially Designated National" or "Blocked Person" who is otherwise subject to the economic sanctions of the U.S.; 2. any "claim" or "suit" that is brought in a "Sanctioned Country" or by the government of a "Sanctioned Country," where any action in connection with such "claim" or "suit" is prohibited by U.S. economic or trade sanctions; 3. any "claim" or "suit" that is brought by any "Specially Designated National," "Blocked Person," or any person or entity who is otherwise subject to U.S. economic or trade sanctions; 4. property that is located in a "Sanctioned Country" or that is owned by, rented to or in the care, custody or control of a "Sanctioned Country" government, where any activities related to such property are prohibited by U.S. economic or trade sanctions; 5. property that is owned by, rented to or in the care, custody, or control of a "Specially Designated National," "Blocked Person," or any person or entity who is otherwise subject to U.S. economic or trade sanctions. As used in this Policy a "Specially Designated National" or "Blocked Person" is any person or entity that is on the list of "Specially Designated Nationals" and "Blocked Persons" issued by the United States Treasury Department's Office of Foreign Asset Control (O.F.A.C.) as it may be amended from time to time. As used in this Policy a "Sanctioned Country" is any country that is the subject of trade or economic embargoes imposed by the laws of the U.S. GAI 6002 (Ed. 04/10) XS (Page 24 of 26) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 Q. Transfer of Rights of Recovery Against Others to Us If any "Insured" has rights to recover all or part of any payment we have made under this Policy, those rights are transferred to us. The "Insured" must do nothing after loss to impair those rights and must help us enforce them. At our request, the "Insured" will bring "suit" or transfer those rights to us and help us enforce them. Any recoveries will be applied as follows: 1. any interests, including the "Insured," that have paid an amount in excess of our payment under this Policy will be reimbursed first; 2. we then will be reimbursed up to the amount we have paid; and 3. lastly, any interests, including the "Insured," over which our insurance is excess, are entitled to claim the residue. Expenses incurred in the exercise of rights of recovery will be apportioned between the interests, including the "Insured," in the ratio of their respective recoveries as finally settled. R. Terms Conformed to Statute The terms of this Policy which are in conflict with the statutes of the state where this Policy is issued are amended to conform to the minimum mandatory requirements of such statutes. If we are prevented by law or statute from paying on behalf of an "Insured," then we will, where permitted by law or statute, indemnify the "Insured" for those sums in excess of the "retained limit." S. Titles and Headings Headings and titles contained in this Policy are for purposes of organization and reference only. They do not, and shall not be deemed to, control or affect the meaning or construction of any provision of this Policy. T. Transfer of Your Rights And Duties No "Insured" may transfer any of its rights or duties under this Policy without our written consent. If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. However, notice of cancellation sent to the first Named Insured designated in Item 1. of the Declarations and mailed to the address shown in this Policy will be sufficient notice to effect cancellation of this Policy, even if you have died or been legally declared bankrupt. U. Unintentional Failure to Disclose Hazards An "Insured's" failure to disclose all hazards existing as of the inception date of this Policy will not prejudice that "Insured's" insurance with respect to the coverage afforded by this Policy, provided such failure is both: a. not intentional on the part of that "Insured" and GAI 6002 (Ed. 04/10) XS (Page 25 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 b. reported to us as soon as practicable after its discovery by any Named Insured. V. When Loss Is Payable Coverage under this Policy does not apply unless and until the "Insured" or its underlying insurer is obligated to pay the "retained limit." When the amount of loss has finally been determined, we will promptly pay on behalf of the "Insured" the amount of loss covered under the terms of this Policy. We may, at our sole discretion, advance on behalf of an 'Insured" sums within the "Self -Insured Retention" in order to effect settlement of a 'claim" or "suit." If we do so, you will promptly reimburse us for any such amount we advance on behalf of any "Insured." GAI 6002 (Ed. 04110) XS (Page 26 of 26) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6158 (Ed. 01 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The following is added to Section V - DEFINITIONS: The term "spouse" is defined as a spouse or registered domestic partner under California law. Section VI - CONDITIONS D. Cancellation is deleted and replaced by the following: D. Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. The policy period will end on the day and hour stated in the cancellation notice. 4. If we cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the Minimum Premium as shown in Item 3. of the Declarations. 5. If you cancel, final premium will be more than pro rats; it will be based on the time this policy was in force and increased by our short rate cancellation table and procedure. Final premium will not be less than the Minimum Premium as shown in Item 3. of the Declarations. GAI 6168 (Ed. 01/13) (Page 1 of 3) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 6. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due you. Our check or our representative's check, mailed or delivered, will be sufficient tender of any refund due you. 7. The first Named Insured in Item 1, of the Declarations will act on behalf of all other Insureds with respect to the giving and receiving notice of cancellation and the receipt of any refund that may become payable under this policy. 8. Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with the law. 9. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (a) Nonpayment of premium, including payment due on a prior policy the company issued and due during the current policy term covering the same risks. (b) Discovery of fraud or material misrepresentation by: (1) Any insured or his or her representative in obtaining this insurance; or (2) You or your representative in pursuing a claim under this policy. (c) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (d) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (e) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (f) A determination by the Commissioner of Insurance that the: (1) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (2) Continuation of the policy coverage would: (a) Place us in violation of California law or the laws of the state where we are domiciled; or (b) Threaten our solvency. (g) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. 10. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: GAI 6158 (Ed. 01113) (Page 2 of 3) * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud by: (a) Any Insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 9. The following CONDITION is added and supersedes any provision to the contrary: Nonrenewal 1. If we decide not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured and to the producer of record, at least: a. 60 days, but not more than 120 days, before the expiration or anniversary date, if the aggregate policy premium is $10,000 or less. 2. We will mail or deliver notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions, or rates, is between us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph 1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph 1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. This endorsement does not change any other provision of the policy. GAI 6158 (Ed. 01/13) (Page 3 of 3) * 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 In Witness Clause IL 72 68 (Ed. 09 09) In Witness Whereof, we have caused this Policy to be executed and attested, and, if required by state law, this Policy shall not be valid unless countersigned by our authorized representative. President Secretary IL7268G2 (09/09) Copyright Great American Insurance Co., 2009 IL 72 68 (Ed. 09/09) 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6005 (Ed. 06 97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NAMED INSURED The Named Insured listed in Item 1 of the Declarations is changed to the following: BENEVOLENT & PROTECTIVE ORDER OF ELKS #794 SANTA ANA ELKS LODGE #794 ELKS BUILDING ASSOCIATION, LLC This endorsement does not change any other provision of the policy. GAI 6005 (Ed. 06/97) PRO (Page 1 of 1) TOADGXB * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6047 (Ed. 04 10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVERTISING INJURY - FOLLOWING FORM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The following exclusion is added to Section IV, EXCLUSIONS, AA. Following Form: Any liability imposed by law, or assumed by any "Insured" under an "insured contract," because of "advertising injury". This endorsement does not change any other provision of the policy. GAI 6047 (Ed. 04/10) XS 081 * 06/07/2021 * UMB 3952762 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6125 (Ed. 06 97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIQUOR LIABILITY EXCLUSION The following exclusion is added to Section IV - EXCLUSIONS: Any liability of any "Insured" by reason of: (1) causing or contributing to the intoxication of any person; or (2) the furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) any, statute, ordinance, or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This endorsement does not change any other provision of the policy. GAI 6125 (Ed. 06/97) XS 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6129 (Ed. 04 10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PERSONAL INJURY - FOLLOWING FORM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The following exclusion is added to Section IV - EXCLUSIONS, AA. Following Form: Any liability imposed by law, or assumed by any "Insured" under an "insured contract," because of "personal injury". This endorsement does not change any other provision of the policy. GAI 6129 (Ed. 04/10) XS 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6135 (Ed. 06 97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROFESSIONAL LIABILITY EXCLUSION The following exclusion is added to Section IV - EXCLUSIONS: Any liability for, caused by, arising out of, or in connection with the rendering of or failure to render any professional service. This endorsement does not change any other provision of the policy. GAI 6135 (Ed. 06/97) XS 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6442 (Ed. 04 10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FUNGI, MOLD OR SPORES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The following is added to Section IV - EXCLUSIONS: Any and all liability of any nature, including, but not limited to settlements, judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, consultants or medical personnel, arising out of, caused by, resulting from, contributed to, aggravated by or related in any way, either directly or indirectly, and either in whole or in part, to: 1. Any actual, alleged or threatened exposure to, existence of, presence of, ingestion of, inhalation of or contact with any "fungi," mold or "spores," whether or not occurring alone, in combination with, before, after or concurrently with any other cause, contributing condition or circumstance, or aggravating factor, whether manmade, natural or any combination of manmade or natural. 2. Any request, demand, or order that any "Insured" or others test for, monitor, clean up, remove, contain, make repairs, treat, decontaminate, detoxify, neutralize, abate, or in any way respond to or assess any effects of any "fungi," mold or "spores." This includes, but is not limited to, any demand, directive, complaint, suit, order or request by any governmental or non -governmental entity or by any organization, person or group of persons. 3. Steps taken or amounts incurred by any governmental or non -governmental entity or by any organization, person or group of persons to test for, monitor, clean up, remove, contain, repair, treat, decontaminate, detoxify, neutralize, abate, or in any way respond to or assess any effects of any "fungi," mold or "spores." This exclusion applies regardless of whether or not the "fungi," mold or "spores," or any of their effects, were sudden, accidental, gradual, intended, expected, unexpected, preventable, not preventable, manmade, naturally occurring, or any combination of the foregoing. This exclusion does not apply to any "fungi" or bacteria that are, are on, or are contained in, a good or product intended for consumption. As used in this exclusion: "Fungi" include, but are not limited to, any of a major group of saprophytic and parasitic spore -producing organisms usually classified as plants that lack chlorophyll including, but not limited to, molds, rusts, mildews, smuts, mushrooms, and yeasts, and any toxins, mycotoxins, "spores," scents, waste products or by-products produced or released by "fungi," mold or "spores," or by the metabolism, death or decay of any "fungi," mold or "spores." "Spores" include, but are not limited to, any reproductive body produced by or arising out of any "fungi." This endorsement does not change any other provision of the policy. GAI 6442 (Ed. 04/10) XS * 081 * 06/07/2021 * UMB 3962752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6452 (Ed. 04/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA EXCESS LIABILITY The following is added to SECTION It. LIMITS OF INSURANCE If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rate allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. the act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. the act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. This endorsement does not change any other provision of the policy, Includes copyrighted material of Insurance Services Office, Inc., with its permission. GAI 6452 (Ed. 04/15) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6458 (Ed. 04/16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF PUNITIVE DAMAGES RELATED TO A CERTIFIED ACT OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA EXCESS LIABILITY The following exclusion is hereby added: A. This insurance does not apply to: Terrorism Punitive Damages "Any injury or damage" arising, directly or indirectly, out of a 'certified act of terrorism" that are awarded as punitive damages. B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Part to which this endorsement is applicable and includes but is not limited to "bodily injury," "property damage," "personal and advertising injury," "loss," "injury" or "environmental damage" as may be defined in any applicable Coverage Part or "underlying insurance." 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. the act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and b. the act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. This endorsement does not change any other provision of the policy. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GAI 6458 (Ed. 04/15) * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6472 (Ed. 04/15) THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA EXCESS LIABILITY Schedule* Terrorism Premium (Certified Acts) $ 0. 00 * Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in paragraph D. below) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rate allocation in accordance with procedures established by the Secretary of the Treasury. D. Federal Share of Losses Under the Terrorism Risk Insurance Act 85% Year: 2015 84% Year: 2016 83% Year: 2017 82% Year: 2018 81% Year: 2019 80% Year: 2020 This endorsement does not change any other provision of the policy. Includes copyrighted material of Insurance Services Office, Inc., with its permission. GAI 6472 (Ed. 04/15) (Page 1 of 1) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6475 (Ed. 04 10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ACT OF TERRORISM RETAINED LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The policy is amended as follows: A. ITEM 5. of the DECLARATIONS - SELF -INSURED RETENTION is amended to include the following Self -Insured Retention: Act of Terrorism Self -Insured Retention: $1 , 000 , 000 Each Occurrence B, SECTION II - LIMITS OF INSURANCE - G. - RETAINED LIMIT is deleted in its entirety and replaced by the following: We will be liable only for that portion of damages, subject to the Each Occurrence Limit stated in the Declarations, in excess of the "retained limit," which is the greater of: 1, the total amounts stated as the applicable limits of the underlying policies listed in the Schedule of Underlying Insurance and the applicable limits of any other insurance providing coverage to the "Insured" during the Policy Period; or 2. the amount stated in the Declarations as Self -Insured Retention or Act of Terrorism Self -Insured Retention as a result of any one "occurrence" not covered by the underlying policies listed in the Schedule of Underlying Insurance nor by any other insurance providing coverage to the "Insured" during the Policy Period; And then up to an amount not exceeding the Each Occurrence Limit as stated in the Declarations. All "claims" and "suits" seeking damages for any liability out of an "act of terrorism' are subject to the Act of Terrorism Self -Insured Retention. "Defense expenses" shall not erode the Act of Terrorism Self -Insured Retention. The Act of Terrorism Self -Insured Retention applies whether or not there is any applicable underlying policies listed in the Schedule of Underlying Insurance or applicable limits of any other underlying insurance providing coverage to the "Insured." If there is applicable underlying insurance listed in the Schedule of Underlying Insurance or any other underlying insurance providing coverage to the "Insured," amounts received through such underlying insurance may be applied to reduce or exhaust the Act of Terrorism Self -Insured Retention. However, in no event will amounts received through such underlying insurance for the payment of "defense expenses" reduce the Act of Terrorism Self -Insured Retention. Includes copyrighted material of ISO Properties, Inc., with its permission. GAI 6475 (Ed. 04/10) (Page 1 of 2) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 C. For the purposes of this endorsement, the following definitions are added to SECTION V - DEFINITIONS: 1. "Defense expenses" means any payment allocated to a specific loss, "claim" or "suit" for its investigation, settlement or defense, including but not limited to: a. attorney's fees and all other investigation, loss adjustment and litigation expenses; b, premiums on bonds to release attachments; c, premiums on appeal bonds required by law to appeal any "claim" or "suit"; d. costs taxed against the "Insured" in any "claim" or "suit"; e. pre -judgment interest awarded against the "Insured"; f. interest that accrues after entry of judgment. 2. "Act of terrorism" is defined as: a. A "certified act of terrorism" means any act that is certified by the Secretary of the Treasury of the United States, in concurrence with the Secretary of State, and the Attorney General of the United States to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Risk Insurance Act for a "certified act of terrorism" include the following: I. the act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and ii. the act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. D. Solely as respects any liability arising out of any "act of terrorism," SECTION III. - DEFENSE, Paragraphs A.I. and A.2., are deleted in their entirety, and replaced by the following: A. We will have the right and duty to defend any "claim" or "suit" seeking damages covered by the terms and conditions of this policy when the applicable Act of Terrorism Self -Insured Retention limit has been exhausted by actual payment of "claims" for any "occurrence" to which this policy applies. This endorsement does not change any other provision of the policy. Includes copyrighted material of ISO Properties, Inc., with its permission. GAI 6475 (Ed. 04/10) (Page 2 of 2) * 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 6807 (Ed. 08/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ORGANIC PATHOGENS This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The following is added to SECTION IV. EXCLUSIONS: Organic Pathogens 1. "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual, alleged or threatened infectious, pathogenic, toxic or other harmful properties of any 'organic pathogen." 2. Any loss, cost or expense arising out of any: a. request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of any 'organic pathogen," or b. "claim" or "suit' by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of any "organic pathogen." The following definition is added to SECTION V. DEFINITIONS: "Organic pathogen" means any: 1. Bacteria; mildew, mold or other fungi; other microorganisms; or mycotoxins, spores or other by-products of any of the foregoing; 2. Viruses or other pathogens (whether or not a microorganism); or 3. Colony or group of any of the foregoing. All other terms and conditions of the Policy apply. GAI 6807 (Ed. 08114) 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SILICA OR RELATED DUST EXCLUSION The following exclusion is added to SECTION IV - EXCLUSIONS: Any and all liability of any nature, including, but not limited to settlements, judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, consultants or medical personnel, arising out of, caused by, resulting from, contributed to, aggravated by or related in any way, either directly or indirectly, and either in whole or in part, to: 1. Any actual, alleged or threatened exposure to, existence of, presence of, ingestion of, in- halation of or contact with "silica" or dust that includes or contains "silica," whether or not occurring alone, in combination with, before, after, or concurrently with any other cause, contributing condition or circumstance, or ag- gravating factor, whether manmade, natural, or any combination of manmade or natural. 2. Any request, demand, or order that any "In- sured" or others test for, monitor, clean up, remove, contain, make repairs, treat, decon- taminate, detoxify, neutralize, abate, or in any way respond to or assess any effects of "Silica" or dust that includes or contains "sili- GAI 6819 (Ed. 10 04) ca." This includes, but is not limited to, any demand, directive, complaint, suit, order or request by any governmental or non -govern- mental entity or by any organization, person or group of persons. 3. Steps taken or amounts incurred by any gov- ernmental or non -governmental entity or by any organization, person or group of persons to test for, monitor, clean up, remove, con- tain, repair, treat, decontaminate, detoxify, neutralize, abate, or in any way respond to or assess any effects of "silica" or dust that includes or contains "silica." This exclusion applies regardless of whether or not the "silica" or dust that includes or contains "silica," or any of their effects, were sudden, accidental, gradual, intended, expected, unexpect- ed, preventable, not preventable, manmade, natu- rally occurring, or any combination of the fore- going. As used in this exclusion: "Silica" means silicon dioxide (Si02) in any form, from any source. This endorsement does not change any other provision of the policy. GAI 6819 (Ed. 10/04) XS * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR, BIOLOGICAL, OR CHEMICAL EXCLUSION The following exclusion is added to Section IV EXCLUSIONS: Any and all liability of any nature, including, but not limited to settlements, judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, consultants or medical personnel, arising out of, caused by, resulting from, contributed to, aggravated by or related in any way, either directly or indirectly, and either in whole or in part, to: 1. Any actual, attempted, suspected, or threat- ened use of any "NBC material" as part of any plan, effort, or design, actually or apparently intended to cause any: (a) loss or damage to any tangible or intangi- ble property, or (b) bodily Injury, physical injury, sickness, or disease, including death of a person, or (c) mental injury, mental anguish, emotional distress, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. 2. Any actual, attempted, suspected, or threat- ened presence, spread, dissemination, release, escape, or distribution of any "NBC material" as a direct or indirect result of any actual, attempted, suspected, or threatened plan, ef- fort, or design, actually or apparently intended to cause any: (a) loss or damage to any tangible or intangi ble property, or (b) bodily injury, physical injury, sickness, or disease, including death of a person, or GAI 6869 (Ed. 08 05) (c) mental injury, mental anguish, emotional distress, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. 3. Any request, demand, or order that any "In- sured" or others test for, monitor, clean up, remove, contain, make repairs, treat, decon- taminate, detoxify, neutralize, abate, or in any way respond to or assess any effects of "NBC material." This includes, but is not limited to, any demand, directive, complaint, suit, or- der or request by any governmental or non- governmental entity or by any organization, person or group of persons. 4. Steps taken or amounts incurred by any gov- ernmental or non -governmental entity or by any organization, person or group of persons to test for, monitor, clean up, remove, con- tain, repair, treat, decontaminate, detoxify, neutralize, abate, or in any way respond to or assess any effects of "NBC material." This exclusion applies regardless of whether or not the "NBC material," or any of their effects, were sudden, accidental, gradual, intended, ex- pected, unexpected, preventable, not preventable, manmade, naturally occurring, or any combination of the foregoing. As used in this exclusion: "NBC material" means any nuclear, biological, or chemical material or substance that causes dam- age to property or is harmful to human health. "NBC material" includes, but is not limited to: 1. any radioactive substance or material, and the radiation it releases, 2. any pathogen, bacterium, microbe, virus, or other organism, GAI 6869 (Ed. 08/05) XS (Page 1 of 2) * 081 * 06/07/2021 * LIMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 3. any substance or material produced by or The foregoing list 1. through 4. is only illustrative, from any pathogen, bacterium, microbe, virus, and should not be construed as a complete, ex - or other organism, and clusive, or exhaustive list of all "NBC materials." 4. any poison, toxin, or other harmful chemical, substance, or material. This endorsement does not change any other provision of the policy. GAI 6869 (Ed, 08/05) XS (Page 2 of 2) * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 7111 (Ed. 04 10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INFRINGEMENT OF COPYRIGHT, PATENT, TRADEMARK OR TRADE SECRET This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM SECTION IV. EXCLUSIONS, N. Infringement of Copyright, Patent, Trademark or Trade Secret is replaced by the following: N. "Personal injury" or "advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement." However, this exclusion does not apply to infringement, in your "advertisement," of copyright, trade dress or slogan. This endorsement does not change any other provision of the policy. GAI 7111 (Ed. 04/10) XS 081 * 06/07/2021 * UMB 3952762 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 7251 (Ed. 08 14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABUSE OR MOLESTATION COVERAGE - FOLLOWING FORM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM When Abuse or Molestation Coverage is listed in the Schedule of Underlying Insurance, this policy is modified as follows, but only when this policy is excess of the retained limit for that Abuse or Molestation Coverage: Section I. COVERAGE, paragraphs A. and B. of the COMMERCIAL UMBRELLA COVERAGE FORM are deleted and replaced with the following: A. We will pay on behalf of the "Insured" those sums in excess of the retained limit that the "Insured" becomes legally obligated to pay as damages, by reason of liability imposed by law or assumed by the "Insured" under an "insured contract," because of "abuse" to which this insurance applies. If we are prevented by law or statute from paying such sums on behalf of the "Insured," then we will indemnify the "Insured" for them. The amount we will pay for damages is limited as described below in Section H. LIMITS OF INSURANCE. B. This policy follows form to the remaining sections of the "underlying insurance" that provides "abuse" coverage under Section I. ABUSE OR MOLESTATION COVERAGE. Section II. LIMITS OF INSURANCE, paragraphs B. and C. of the COMMERCIAL UMBRELLA COVERAGE FORM are deleted and replaced with the following: B. The General Aggregate Limit is the most we will pay for all damages covered under the Insuring Agreement in Section I., except: 1. damages included within the "products completed operations hazard"; and 2. coverage included in the policies listed in the Schedule of Underlying Insurance to which no underlying aggregate limit applies. C. The amount stated in the Declarations as the General Aggregate Limit is the most we will pay for all damages arising out of any "bodily injury", "property damage", "personal injury", "advertising injury", "abuse", any act, error, or omission of the "Insured" arising out of the "Insured's" rendering or failure to render "professional services"; or any act, error or omission of the "Insured" negligently committed in the "administration" of your "employee benefit program." The General Aggregate Limit applies separately and in the same manner as the aggregate limits in the "underlying insurance." Includes copyrighted material of Insurance Services Office, Inc., with its permission GAI 7251 (Ed. 08/14) (Page 1 of 2) * 081 * 06/07/2021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 Section V. DEFINITIONS, paragraphs E. and V. of the COMMERCIAL UMBRELLA COVERAGE FORM are deleted and replaced with the following: E. "Claim" means a demand, made under an assertion of legal right, for money as compensation for "bodily injury", "property damage", "personal injury", 'advertising injury", "abuse", any act, error, or omission of the "Insured" arising out of the "Insured's" rendering or failure to render "professional services"; or any act, error or omission of the "Insured" negligently committed in the "administration" of your "employee benefit program" "Claim" includes "suit." V. 'Suit" means a civil proceeding which seeks monetary damages because of "bodily injury", "property damage", "personal injury", "advertising injury", "abuse", any act, error, or omission of the "Insured" arising out of the "lnsured's" rendering or failure to render "professional services"; or any act, error or omission of the "Insured" negligently committed in the "administration" of your "employee benefit program" Suit includes: 1. an arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or 2. any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. The following is added to Section V. DEFINITIONS: "Abuse" means "abuse" as defined in the "underlying insurance" that provides "abuse" coverage. This endorsement does not change any other provision of the policy. Includes copyrighted material of Insurance Services Office, Inc., with its permission GAI 7251 (Ed. 08/14) (Page 2 of 2) 081 * 06/07/2.021 * UMB 3952752 00 GREAT AMERICAN ALLIANCE INS CO *D/B* 121126296 255044 GAI 7269 (Ed. 05 14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA -RELATED LIABILITY - WITH LIMITED BODILY INJURY EXCEPTION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM Exclusion J. under Section IV. EXCLUSIONS is replaced by the following: IV. Exclusions This insurance does not apply to: J. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: 1. Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or 2. The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph 1. or 2, above. However, unless Paragraph 1. above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. This endorsement does not change any other provision of the policy. Includes copyrighted material of Insurance Services Office, Inc., with its permission GAI 7269 (Ed. 05/14) Digitally signed A1 b OSSHART 144c74-�ofzo„ CERTIFICATE OF LIABILITY INSURAN Acev qM/DD/YYYY) /2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO S1 C .ft-� Q2 Dw5P.Rk•IISt21 CERTIFIBELOW. CATE DOES NOT EXTEND FOFwATOR IOTLCO THIS CERTIFICATE INSURANCE DOES NIVELY STIV UTECONTRACT BETWEEN THE ISSI;IN,G INSUREEtWAIHQ6tY& REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OM10410 CONTACT NAME: PHONE (A/C, No, Ext): (949) 381-7700 FAX , No):(949) 861-9429 Armstrong/Robitaille/Riegle Business and Insurance Solutions 1500 Quail St, Suite #100 Newport Beach, CA 92660 E-MAILarrinfo@aleragroup.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Great American Insurance Co. 16691 INSURED INSURERB:Insurance Co of the West 27847 Benevolent & Protective Order of Elks #794 Elks Building Association of Santa Ana INSURER C : 1751 S. Lyon St INSURER D : INSURER E : Santa Ana, CA 92705 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X PAC395275101 5/29/2022 5/29/2023 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence 1,000,000 $ MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY PELT LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PAC395275101 5/29/2022 5/29/2023 COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Perperson) $ BODILY INJURY Per accident $ X PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE UMB395275201 5/29/2022 5/29/2023 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A WSD506302200 12/5/2021 12/5/2022 X PER OTH- STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE- EA EMPLOYEE $ 1,000,UUU E.L. DISEASE - POLICY LIMIT 1,000,000 $ A A Abuse & Molestation Abuse & Molestation PAC395275101 PAC395275101 5/29/2022 5/29/2022 5/29/2023 5/29/2023 Each Abuse Limit Aggregate Limit 1,000,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana is included as Additional Insured as respects General Liability per the attached forms. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Risk kluagment DlMsian Lt,mt,....,`f y ;� ° REVIEWED&APPROVED BY.- ACORD 25 (2016/03) © 1988-2015 ACORD I 4 e Aeevaa The ACORD name and logo are registered marks of ACORD Risk Management Specialist * PAC 3952751 01 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 CG 89 70 (Ed. 11/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT This Endorsement modifies and is subject to the insurance provided under the following form: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following extension only applies in the event that no other specific coverage for the indicated loss exposure is provided under this Policy. If other specific coverage applies, the terms, conditions and limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in this Endorsement. This is a summary of the various additional coverages and coverage modifications provided by this Endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Description Limit of Insurance Page Non -Owned Aircraft Included 2 Non -Owned Watercraft Included 2 Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Included 3 Medical Payments $ 20,000 3 Damage to Premises Rented to You $ 1,000,000 3 Supplementary Payments - Bail Bonds $ 3,000 4 Supplementary Payments - Loss of Earnings $ 1 ,000 per day 4 Newly Formed or Acquired Organizations Included 4 Unintentional Failure to Disclose Hazards Included 5 Knowledge of Occurrence, Claim or Suit Included 5 Property Damage Liability - Elevators Included 5 Property Damage Liability - Borrowed Equipment Included 5 Liberalization Clause Included 6 Amendment of Pollution Exclusion (Premises) Included 6 Limited Property Damage to Property of Others $ 5,000 6 Additional Insured - Manager or Lessor of Premises Included 7 RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 1 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 Coverage Description Limit of Insurance Page Additional Insured - Funding Sources Included 7 Additional Insured - By Contract Included 8 Primary and Non -Contributory Additional Insured Extension Included 10 Additional Insureds - Protection of Your Limits Included 10 Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Included 11 Property Damage Extension With Voluntary Payments $ 1 ,000/$ 5,000 11 Who Is An Insured - Fellow Employee Extension - Management Employees Included 12 Broadened Personal and Advertising Injury Included 12 A. Non -Owned Aircraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft provided: 1. it is not owned by any insured; 2. it is hired, chartered or loaned with a trained paid crew; 3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating him or her a commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this Policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. Non -Owned Watercraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) less than 60 feet long; and RAMuaigmadDlMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 2 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 (b) not being used to carry persons or property for a charge. C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Under SECTION V - DEFINITIONS, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness, or disease, including death of a person. "Bodily Injury" also means mental injury, mental anguish, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. D. Medical Payments If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this Policy are amended as follows: The Medical Expense Limit in paragraph 7. of SECTION III - LIMITS OF INSURANCE is replaced by the following Medical expense Limit: The Medical Expense Limit provided by this Policy shall be the greater of: a. $ 20,000; or b. the amount shown in the Declarations for Medical Expense Limit This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE. E. Damage to Premises Rented to You If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part: 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: 3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. However, this insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, caused by: i. rupture, bursting, or operation of pressure relief devices; ii. rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; iii. explosion of steam boilers, steam pipes, steam engines, or steam turbines; or iv. flood 2. Paragraph 6. Under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: RAMuaigmadDlMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 3 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection system or water while rented to you or temporarily occupied by you with the permission of the owner, for all such damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water or any combination of the six, is the higher of $ 1,000,000 or the amount shown in the Declarations for the Damage to Premises Rented to You Limit. 3. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 4. Other Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are changed to "insurance for fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water." 4. As regards coverage provided by this provision I. Damage to Premises Rented to You - paragraph 9.a. of Definitions is replaced with the following: 9. a. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; F. Supplementary Payments 1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with: b. Up to $ 3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the Insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $ 1,000 a day because of time off work. G. Newly Formed or Acquired Organizations Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a named insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. coverage A does not apply to "bodily injury" or property damage that occurred before you acquired or formed the organization; and c. coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 4 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 d. records and descriptions of operations must be maintained by the first named insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a named insured in the Declarations or qualifies as an insured under this provision. H. Unintentional Failure to Disclose Hazards Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations: Failure of the Insured to disclose all hazards existing as of the inception date of this Policy shall not prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure or omission is not intentional on the part of the Insured. I. Knowledge of Occurrence, Claim or Suit Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Knowledge of any occurrence, claim, or suit by any agent, servant or employee of the Named Insured does not in itself constitute knowledge by the Insured unless notice of such injury, claim or suit shall have been received by: a. you, if you are an individual; b. a partner, if you are a partnership c. an executive officer or insurance manager, if you are a corporation. J. Property Damage Liability - Elevators 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraphs (3), (4) and (6) of exclusion j. Damage to Property do not apply if such property damage results from the use of elevators. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. K. Property Damage Liability - Borrowed Equipment 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (4) of exclusion j. Damage to Property does not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY Conditions, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 5 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 L. Liberalization Clause If we revise this Signature General Liability Broadening Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the date the revision is effective in your state. M. Amendment of Pollution Exclusion (Premises) 1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: (iv) "Bodily injury" or "property damage" arising out of the actual discharge, dispersal, seepage, migration, release or escape of "pollutants." As used in this Endorsement, the actual discharge, dispersal, seepage, migration, release or escape of pollutants must: (aa) commence on a clearly identifiable day during the policy period; and (bb) end, in its entirety, within seventy-two (72) hours of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants"; and (cc) be discovered and reported to us within fifteen (15) days of the clearly identifiable day that the discharge, dispersal, seepage, migration, release or escape of "pollutants" commences; and (dd) be neither expected nor intended from the standpoint of any insured; and (ee) be unrelated to any previous discharge, dispersal, seepage, migration, release or escape; and (ff) not originate at or from a storage tank or other container, duct or piping which: a. is below the surface of the ground or water; or b. at any time has been buried under the surface of the ground or water and then is subsequently exposed. 2. For the purposes of this coverage, the following is added to the definition of "property damage" of SECTION V - DEFINITIONS and applies only as respects this coverage: Land or water, whether below ground level or not, is not tangible property. 3. Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration, release or escape that is merely threatened or alleged rather than shown to have actually occurred. N. Limited Property Damage to Property of Others The following is added under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A and B: 3. We will pay up to $ 5,000 for loss to personal property of others while in the temporary care, custody or control of an insured caused by any person participating in your organized activities. For the purpose of this supplementary payment, loss shall mean damage or destruction but does not include mysterious disappearance or loss of use. In the event of a theft, a police report must be filed. This supplementary payment does not apply if: a. coverage is otherwise provided by the Property Coverage part (if ar µopRAMuaigmadDlMsian E REVIEWED & APPROVED BY: e Aeevaa '�--'Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 6 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 b. the loss is covered by any other insurance you have or by any insurance of such person who causes such loss. These payments will not reduce the Limits of Insurance. O. Additional Insured - Manager or Lessor of Premises 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization from whom you lease or rent property and which requires you to add such person or organization as an additional insured on this Policy under: (a) a written contract; or (b) an oral agreement or contract where a Certificate of Insurance showing that person or organization as an additional insured has been issued; but the written or oral contract or agreement must be an "insured contract," and, (i) currently in effect or become effective during the term of this Policy; and (ii) executed prior to the "bodily injury," "property damage," "personal and advertising injury." 2. With respect to the insurance afforded to the Additional Insured identified in paragraph 1 above, the following additional provisions apply: (a) This insurance applies only with respect to the liability arising out of the ownership, maintenance or use of that part of the premises leased to you. (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein is excess over any other valid and collectible insurance available to the Additional Insured whether the other insurance is primary, excess, contingent or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (e) This insurance applies only to the extent permitted by law. 3. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured. P. Additional Insured - Funding Sources 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any Funding Source which requires you in a written contract to name the Funding Source as an additional insured but only with respect to liability arising out of: RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 7 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 a. your premises; or b. "your work" for such additional insured; or c. acts or omissions of such additional insured in connection with the general supervision of "your work" and only to the extent set forth as follows: a. The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The insurance afforded to the Additional Insured only applies to the extent permitted by law c. If coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. d. In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. Q. Additional Insureds - By Contract 1. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the Additional Insured that are subject of the written contract or written agreement provided that the "bodily injury" or "property damage occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or b. the maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or c. the Additional Insureds financial control of you; or d. operations performed by you or on your behalf for which the state or political subdivision has issued a permit However: 1. the insurance afforded to such additional insured only applies to the extent permitted by law; and 2. if coverage provided to the Additional Insured is required by contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide such additional insured. With respect to paragraph 1.a. above, a person's or organization's status as an additional insured under this Endorsement ends when: RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 8 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this Endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage." We have no duty to defend an additional insured under this Endorsement until we receive written notice of a "suit' by the Additional Insured as required in paragraph b. of Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITION. 2. With respect to the insurance provided by this Endorsement, the following are added to paragraph 2. Exclusions under SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" that occurs prior to your commencing operations at the location where such "bodily injury" or "property damage" occurs. b. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage," or the offense which caused the "personal and advertising injury," involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. c. "Bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 9 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 d. Any person or organization specifically designated as an additional insured for ongoing operations by a separate additional insured endorsement issued by us and made part of this Policy. 3. With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: a. required by the contract or agreement; or b. available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This Endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. R. Primary and Non -Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary Insurance: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) the Additional Insured is a named insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. The following is added to paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a named insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the Additional Insured has been added as an additional insured on other policies. S. Additional Insureds - Protection of Your Limits This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. 1. The following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: An additional insured under this Endorsement will as soon as practicable: µopRAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 10 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 a. give written notice of an "occurrence" or an offense that may result in a claim or "suit' under this insurance to us; b. tender the defense and indemnity of any claim or "suit' to all insurers whom also have insurance available to the Additional Insured; and c. agree to make available any other insurance which the Additional Insured has for a loss we cover under this Coverage Part. d. we have no duty to defend or indemnify an additional insured under this Endorsement until we receive written notice of a "suit' by the Additional Insured. 2. The Limits of Insurance applicable to the Additional Insured are those specified in a written contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These limits are inclusive of and not in addition to the Limits of Insurance available under this Policy. T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 8. Transfer of Rights of Recovery Against Others to Us: If required by a written contract or written agreement, we waive any right of recovery we may have against a person or organization because of payment we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "products -completed operations hazard" provided that the injury or damage occurs subsequent to the execution of the written contract or written agreement. U. Property Damage Extension with Voluntary Payments 1. The following is added to paragraph 1. Insuring Agreement of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: At your request we will pay for "loss" to property of others caused by your business operations for which this Policy provides liability insurance. Such payment will be made without regard to your legal obligation to do so. The "loss" must occur during the policy period and must take place in the "coverage territory." 2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of SECTION I - COVERAGES A - Bodily Injury and Property Damage Liability is amended as follows: Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted. 3. As respects coverage afforded by this coverage, SECTION III - LIMITS OF INSURANCE is replaced by the following: Regardless of the number of insureds, claims made or "suits" brought or persons or organizations making claims or bring "suits": 1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one "occurrence" is $ 1,000. 2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000. This aggregate amount is part of and not in addition to the General Aggregate Limit described in paragraph 2. of SECTION III - LIMITS OF INSURANCE. RAMuaigmadDlMsian ZREVIEWED & APPROVED BY. e eev Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 11 of 12) * S1 * 06/09/2021 * PAC 3952751 00 GREAT AMERICAN INSURANCE COMPANY *D/B* 121126296 255044 V. Who Is an Insured - Fellow Employee Extension - Management Employees 1. The following is added to paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, including the direct supervision of other "employee" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury," caused in whole or in part by their intoxication by liquor or controlled substances. This coverage is excess over any other valid and collectable insurance available to your "employee." W. Broadened Personal and Advertising Injury 1. Unless "Personal and Advertising Injury" is excluded from this Policy, the following is added to SECTION V - DEFINITIONS Item 14.: h. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.e. RAMuaigmadDlMsian E REVIEWED & APPROVED BY. e Aeevaa '�--'Risk Management Specialist CG 89 70 (Ed. 11/14) (Page 12 of 12)