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HomeMy WebLinkAboutCLIFTONLARSONALLEN LLP (3)INSURANCE ON FILE A-2024-053 WORK MAY PROCEED UNTIL INSURANCE EXPIRES 1213 11 SOL q CITY CLERMAY 2 3 2024 DATE. D:kW+,Cgs) AGREEMENT TO PROVIDE (S R-1)1i10" PROFESSIONAL AUDITING SERVICES BETWEEN CLIFTONLARSONALLEN, LLP AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 7th day of May, 2024, by and between CliftonLarsonAllen, LLP ("Auditor"), and 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„). RECITALS A. On February 7, 2024, the City issued Request for Proposal No. 24-009 ("RFP"), by which it sought an Auditor to perform Annual Independent Audits of the City's financial statements and records. B. Auditor submitted a timely and responsive proposal that was selected by the City. Auditor represents that it is recognized as a competent and qualified certified public accountant ("CPA"), licensed by the California State Board of Accountancy, and is able and willing to provide the services described in the scope of work that was included in the RFP, which shall be incorporated by reference as though attached hereto. C. In undertaking the performance of this Agreement, Auditor represents that it is knowledgeable in its field and that any services performed by Auditor under this Agreement will be performed in accordance with applicable professional standards. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Auditor shall perform its Annual Independent Audit for the three fiscal years ending June 30, 2024, June 30, 2025, and June 30, 2026 fiscal years, as detailed in Exhibit A, and as set forth in City's RFP, and Auditor's proposal, incorporated by reference as though fully attached hereto. Said services shall be performed in accordance with the process set forth in Auditor's Proposal. The Executive Director of Finance and Management for the City can request that Auditor provide other auditing services upon request in lieu of the three agreed upon procedure reviews identified in Exhibit A. 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the Executive Director of the Finance and Management Services Agency, or her or his designated representative, and the representative of the Auditor shall be Kassie Radermacher, Principal Engagement Partner. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. Page 1 of 10 3. DELIVERY OF WORK PRODUCT — OWNERSHIP Auditor warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Auditor's contribution to the Project, including works to be produced by Auditor hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Auditor shall deliver to City any work product which results from the services provided and which has been paid for in full. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Auditor. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Auditor, Auditor agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and ( b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Auditor, a royalty -free, nonexclusive, irrevocable license throughout the world for govermnental purposes to disclose, publish, translate, reproduce, and use such materials. For the avoidance of doubt, records as identified in this section does not include Auditor's workpapers which are proprietary information and access is restricted. 4. COMPENSATION a. City agrees to pay, and Auditor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended under this Agreement shall not exceed $1,020,030 during the term of this Agreement, including any extension periods. b. Payments to Auditor shall be made within forty-five (45) days after receipt by City of invoices from Auditor, which shall be rendered not more often than monthly. Special examinations, surveys, or detailed reports of any nature outside the scope of this Agreement shall be billed separately by Auditor and must be specifically authorized in writing by City in advance of such additional services proposed to be provided. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. City and Auditor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Auditor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Auditor's account(s) with financial institutions. Page 2 of 10 5. TERM The term of this Agreement shall be for a period of three (3) consecutive years, beginning with the fiscal year ending June 30, 2024, June 30, 2025 and June 30, 2026. City shall retain an option in its sole discretion to extend auditing services for one additional two-year period, exercisable by the City Manager, for the fiscal years ending June 30, 2027 and June 30, 2028, subject to nonsubstantive changes approved by the City Manager and City Attorney. 6. INDEPENDENT CONTRACTOR Auditor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which .Auditor performs the services which are the subject matter of this Agreement; however, the services to be provided by Auditor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Auditor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. INSURANCE Auditor 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 Auditor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE 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 in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate.. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Auditor has no owned autos, covering hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: 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. Professional Liability (Errors and Omissions): Insurance appropriate to the Auditor's profession, with limit no less than $1,000,000 per claim, $2,000,000 aggregate. Page 3 of 10 If the Auditor 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 higher limits maintained by the Auditor. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 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 Auditor 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 Auditor's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Auditor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Auditor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Auditor hereby grants to City a waiver of any right to subrogation which any insurer of said Auditor may acquire against the City by virtue of the payment of any loss under such insurance. Auditor 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. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Auditor 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. 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 AXII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide claims -made coverage: Page 4 of 10 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 Auditor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Verification of Coverage Auditor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Auditor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 8. INDEMNIFICATION Auditor agrees to defend, and shall indemnify and hold harmless the City, and its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Auditor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of any breach of the terms of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the negligent acts referred to in this Section or by reason of the breach of the terms of this Agreement. The Auditor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Auditor's services are subject to Civil Code Section 2782.8, the above indemnity and defense obligation shall be limited to the extent provided by Civil Code Section 2782.8, and to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Page 5 of 10 Auditor. Auditor's indemnification obligations under this section shall not extend to claims arising from the sole negligence or willful misconduct of the City, and its officers and employees. 9. CONFIDENTIALITY All information gained by Auditor in performance of this Agreement shall be considered confidential and shall not be released by Auditor without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code Sections 7920.000, et seq. Auditor, its officers, employees, agents, or subcontractors, shall not voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the project or cooperate in any way with a party who may be adverse to City or whom Auditor reasonably should know may be adverse in any subsequent litigation. Auditor shall incur no liability under this Agreement for materials submitted by it, which are later released by City, its officers, employees, or agents. Auditor shall also incur no liability for statements made by it at any public meeting, or for any document released by it for which prior written City authorization was obtained. If Auditor or any of its officers, employees, consultants, or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Auditor for any damages caused by Auditor's conduct -- including attomey's fees. Auditor shall promptly notify City should Auditor, its officers, employees, agents or subcontractors be served with any Summons, Complaint, Subpoena, Notice of Deposition, Request for Documents, Interrogatories, Request for Admissions or other discovery requests from any party regarding this agreement and the work performed hereunder. City retains the right, but not the obligation, to represent Auditor and /or to be present at any deposition, hearing, or similar proceeding. Auditor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Auditor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. City warrants that Auditor will have fully met the requirements of this provision by obtaining City's written approval prior to providing documents, testimony, or declarations; Consulting with City before responding to a Subpoena or court order; in the case of depositions upon providing Notice to City of same; or providing City opportunity to review discovery responses prior submission. For purposes of this section, a written authorization from City shall include a "faxed" letter 10. CONFLICT OF INTEREST CLAUSE Auditor covenants that neither it nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Auditor further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor. Page 6 of 10 11. NON-DISCRIMINATION Auditor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Auditor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Auditor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Auditor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Auditor or the City. 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 is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Auditor, Auditor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Auditors retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Auditor shall be entitled to receive and the City shall pay Auditor compensation for all services performed by Auditor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Auditor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Auditor consents to the City's use thereof for such purposes as the City deems appropriate. Page 7 of 10 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Auditor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Auditor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 8 of 10 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5414 To Auditor: CliftonLarsonAllen, LLP 2875 Michelle Drive, Ste. 300 Irvine, CA 92606 Fax:714-978-7893 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. [signatures on followingpage] Page 9 of 10 A-2024-053 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. M WaKaiw APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn DArns, CPA Executive Director Finance and Management Services Agency CITY F SANT A Alvaro Nunez Acting City Manager AUDITOR: Kaoo.* LL /�.oCwhae� By: Kassie 1 Radermacher Title: Principal Page 10 of 10 EXHIBIT A CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES A. Auditor shall perform the audits in accordance with: • Auditing standards generally accepted in the United States of America as set forth by the American Institute of Certified Public Accountants; • Standards set forth for financial audits in the General Accounting Office's (GAO) Govemment Audit Standards (1994) issued by the Comptroller General of the United States; • Provisions of the Federal Single Audit Act as amended; • Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200); and • Other or new pronouncements or regulations in place now or in the future. Auditor shall be responsible for advising and ensuring compliance by the Firm's employees and representatives assigned to this Contract with all applicable laws and regulations. B. Auditor shall issue the following reports: • Annual Comprehensive Financial Report ("ACFR") — all funds including Fiduciary Funds, Successor Agency and Housing Authority Financial Report • Single Audit of Federal Grants and Other Financial Information • Air Quality Improvement Fund Audit Report • Report on the City's GANN Limit computation • City's Investment Policy Compliance Review • Annual on-line attestation of Financial Data Schedule (FDS) for the Santa Ana Housing Authority • Annual State Controller's Report • Examination of Management's Assertions about the City's Compliance with Measure X • Agreed -Upon Procedures Report (up to two annually), to review the City's internal control processes, if requested by the City. C. Auditor shall assist the City with the finalization of the ACFR. The audit timeline must take into consideration that the City submits the ACFR to the Government Finance Officers Association (GFOA) for review in their Certificate of Achievement for Excellence in Financial Reporting program. The City also requires a management letter containing comments and recommendations regarding the Auditor's review and evaluation of the systems of internal control and accounting procedures. D. It is expected that the Auditor will be available throughout the year for general consultation regarding matters of accounting. The Auditor may be asked to provide guidance on City of Santa Ana RFP No. 24-009 Page 21 of 37 CITY OF SANTA ANA implementation of new Governmental Accounting Standards Board (GASB) and Statement on Auditing Standards (SAS) requirements and provide expertise and recommendations regarding specific of Federal and State regulations as to how they may impact local government accounting. E. If requested, the Auditor may be required to meet with staff and Council Members to review the Management Letter and Audit. Attendance at Council and Board meetings may also be required of the Auditor by the City. F. If requested by the member of the bond financing team, the Auditor may be required to issue a "consent and citation of expertise" and any necessary "comfort letters" in relationship to City financial statements and auditors' report, which are included in the Official Statement prepared in connection with sale of debt securities. G. The Auditor might be asked to conduct Agreed -Upon Procedures to review the City's internal control processes in addition to the regular annual audit. The scope of the review will be defined by the Finance and Management Services Agency. A report from the Auditor would be required giving the scope of the work performed and recommendations the City should implement to improve internal controls in the areas examined. H. Working Paper Retention and Access to Working Papers: Working papers are to be retained for a period of five years and are to be made available (upon reasonable notice) to City staff as well as any third parties authorized by the City. I. Time Requirements 1. ACFR and Related Reports It is anticipated that the audit work will be performed in two phases, Interim and Final Fieldwork: a) Interim Fieldwork Interim Fieldwork shall take place in late May or early June and would consist of planning and interim audit procedures, such as gaining an understanding of relevant systems, procedures and internal controls, selected compliance and transaction testing, etc. b) Final Fieldwork Final Fieldwork would involve completing the examination of the General Purpose Financial Statements, preparing opinion letters and other relevant financial reports. The Final Fieldwork is to begin no earlier than October 1, and shall be completed no later than November 15. This schedule may be altered only by mutual agreement between the City and the Auditor. Any proposed audit adjustments must be identified no later than the conclusion of audit field work. c) Draft Reports • The ACFR will be prepared by City staff. The Auditor will review the draft ACFR prepared by the City and provide recommendations. The complete final draft of the City and its component units' financial statements, including footnotes and supplementary schedules shall be completed by third week of November. A draft of the management letter is due no later than November 30. • Drafts of the AQMD Audit Report, GANN Limit Reports and review of the City's Investment Policy are due no later than November 30. City of Santa Ana RFP No. 24-009 Page 22 of 37 (2) CITY OF SANTA ANA • Drafts of the Measure X Compliance Report and other Agreed -Upon Procedures reports are due no later than November 30. • First draft of the Annual State Controller's Report is due no later than January e15. • The City will review and provide comments or responses to the Auditor within 10 calendar days of receipt of each of the draft reports. 2. Single Audit and Related Reports a) Final Fieldwork Final Fieldwork would involve completing the examination of the Schedule of Expenditures of Federal Awards, major federal grant programs, preparing opinion letters and other relevant financial reports. The Final Fieldwork is to begin no earlier than October 1 and shall be completed by January 31. This schedule may be altered only by mutual agreement between the City and the Auditor. b) Draft Reports Draft of the Single Audit Report and HUD REAC submission attestation and review of HUD Financial Data Schedule (FDS) for the Housing Authority are due no later than 60 days from the date of the completion of the ACFR. J. Finance Department and Clerical Assistance: City staff will be available to assist in the audit. City staff will prepare any necessary schedules, provide documents (invoices, checks, council meeting minutes, etc.) and prepare all confirmations. In addition, staff will be available to respond to any questions which may arise during the audit. The City will provide the Auditor with suitable workspace, telephone, access to fax machine and photocopier. The City can also accommodate if the Auditor chooses to perform the audit remotely. City of Santa Ana RFP No. 24-009 Page 23 of 37 B. Services Provided Scope of work to be performed Should CLA be selected to serve this engagement, we will perform the following proposed services within the time period specified in the RFP and as finalized in the planning stages of the engagement. • Ongoing consultation throughout the year including, but not limited to, new pronouncements that may affect local government accounting, guidance on implementation of new GASB requirements, pronouncements, and specifics of federal and state regulations • Recommendations and advice on complex and/or unfamiliar issues subject to differing interpretations • Year-end audit including management letter and corresponding audit reports • Single audit of federal grants to the City • AQMD audit of the Air Quality Improvement Fund • GANN Limit Agreed -Upon Procedures • Compliance of the City's Investment Policy Agreed -Upon Procedures • Measure X Examination • REAC Financial Data Submission — Review & submission • Preparation of the City's SCO Financial Transaction Report Summary of benefits The City will realize the following benefits from CLA's services: • An objective look at your operations to help you make sound business decisions • Credibility only an outside professional can provide to your governing body and constituencies • Confidence that accounting principles have been evaluated for application accuracy • An opportunity to improve internal controls and accounting procedures, which increases reliability of accounting records and financial statements • Improved efficiency and effectiveness of the assurance service, thus adding value to the process while reducing disruption to your operations City of Santa Ana RFP No. 24-009 Page 5 of 63 2. Cost Proposal Having upfront conversations builds relationships. The value we can provide your organization starts with helping you uncover revenue opportunities. While we are addressing your compliance needs, our insights and strategies also represent a return on your investment. (a) Not -to -exceed cost Based on our understanding of your requirements, we propose the following not -to -exceed cost to perform all of the services included in the Proposed Scope of Services: 9 Option Option Description of Services 2024 2025 100 2026Year Year 2027 2028 City audit, including management $102,600 $105,680 $108,850 $112,120 $115,480 and audit committee letters Single Audit of Federal Grants 38,770 39,930 41,130 42,360 43,630 AQMD Audit of the Air Quality 3,590 3;700 3,810 3,920 4,040 Improvement Fund GANN Limit Agreed -Upon 830 850 880 910 940 Procedures Compliance Review of City s Investment Policy Agreed -Upon 4,540 4,680 4,820 4,960 5,110 Procedures Preparation of the Santa Ana Housing Authority's Financial 1,280 1,320 1,360 1,400 1,440 Data Schedule (REAL) Measure X Examination 7,090 7,300 7,520 7,750 7,980 Preparation of the City's State 5,690 5,860 6,040 6,220 6,410 Controller's Report Technology and client support fee (5%) 8,210 8,450 8,700 8,960 9,230 Total Maximum Cost $172,600, $177,770 $183,110 $188,600 $194,260 Two Agreed -Upon Procedures, 18,600 19,160 19,730 20,320 20,930 Annually* Technology and client support fee 930 960 990 1,020 1,050 (5%) Total $192,130- $197,890 $203,830 $209,940 $216,240 City of Santa Ana RFP No. 24-009 Page 47 of 63 *The hours and fees for the agreed -upon procedures are estimated and subject to negotiation once the scope of each agreed -upon procedures are determined. Our total not -to -exceed cost is designed with an understanding that • The City personnel will provide documents and information requested in a timely fashion. • The operations of your organization do not change significantly and do not include any future acquisitions or significant changes in your business operations. • There are not significant changes to the scope, including no significant changes in auditing, accounting, or reporting requirements. The 5%technology and client support fee supports our continuous investment in technology and innovation to enhance your experience and protect your data. It is based on the audit prices —the percentage of 5% will not change, but the amount of the technology and client support fee will changeover the years as the audit fee increases. (b) Bill rates for supplemental services The City, during the term of this agreement, may request that Consultant provide special services in accordance with the provisions of this agreement. If Consultant agrees to perform the special services, the Consultant's hourly fees to perform these services for the term of the agreement are as follows unless a lesser fee is agreed to in a separate agreement between the City and Consultant. Title 2024 2025 2026 Option Option Year2027 Year2028 Principals and Signing Directors $390 $400 $410 $420 $430 Managers and Directors 250 260 270 280 290 Supervisory Staff 160 165 170 175 180 Staff - - 110 113 116 119 123 Clerical 90 93 96 99 102 City of Santa Ana RFP No. 24-009 Page 48 of 63 (c) Segmentation of hours Description of Services Principal/ Manager Senior/ Admin Total Director Associates City audit, including management and 46 80 508 2 636 audit committee letters Single Audit of Federal Grants 12 32 200 1 245 AQMD Audit of the Air Quality Improvement Fund 1 4 20 25 GANN Limit Agreed -Upon Procedures 1 - 4 - 5 Compliance Review of City's Investment Policy Agreed -Upon 2 8 16 - 26 Procedures Preparation of the Santa Ana Housing Authority's Financial Data Schedule 2 2 - - 4 (REAL) Measure X Examination 4 8 24 1 37 Preparation of the City's State Controller's Report 2 6 31 - 39 Total Hours 70 140 803 4 1,017 Two Agreed -Upon Procedures Reviews, Annually (1) g 18 82 4 112 (1) The hours for agreed -upon procedures are estimated and subject to negotiation once the scope of each agreed -upon procedures are determined. City of Santa Ana RFP No. 24-009 Page 49 of 63 Proposed staffing plan and segmentation of audit hours by principal and staff level by phases are as follows: F Phases Principal Manager S'eniorl. Admin Total Associates City audit, AUPs, and related reports Phases 1 and 2 12 20 120 152 Phase 36 72 431 - 539 Phase 4 6 8 28 2 44 Measure X 4 8 24 1 37 Single Audit 12 32 200 1 245 Total,Hours 70 140 803 4. 1017.. No surprises Our clients don't like fee surprises. Neither do we. If changes occur, we will discuss a revised fee proposal with you before beginning any work. For any "out -of -scope" work, we will provide an estimate for your approval. We're invested in our relationships and strongly encourage intentional and frequent communication. Contact us year-round as changes or questions arise — we do not bill for routine inquiries or advice. We are committed to creating a long-standing relationship. If you have concerns about the fee structure, give us a call and let's discuss. Transparent: Clear, authentic communication and market -based fees. City of Santa Ana RFP No. 24-009 Page 50 of 63 Araiza, Fatima From: City of Santa Ana <certificate-request@ctrax.jdidata.com> Sent: Wednesday, January 10, 2024 9:20 AM To: Daphnie.Munoz@clacornet.com; Ro, Sarah Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PR[NT THIS PACE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Clifton Larson Allen, LLP Name: Project A-2021-064 Number: Project Agreement With Clifton Larson Allen LLP To Provide Professional Name: Auditing Services The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coveraaets) are: TYPE OF INSURANCE AUTOMOBILE LIABILITY GENERAL LIABILITY PROFESSIONAL LIABILITY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team POLICY EXPIRATION COI DATE I FILE NAME NUMBER _ _....... DATE _.__........ 73572825 ...... 12/31/2024 ......... 01/10/2024 _._..._...... ....... .... .._ CLA COI Jan 24.pdf 35983569 12/31/2024 01/10/2024 CLA COI Jan 24.pdf FN2311566 12/15/2024 01/10/2024 CLA COI Jan 24.pdf 71749276 12/31/2024 0111./2.24 CLA COI Jan 24.pdf / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/13/2024 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 endorsement(s). PRODUCER CONTACT Julie Bushinger NAME: North Risk Partners PHONE (763)536-8006 FAx A/C No Exf : A/C, No): P.O. Box 64016 E-MAIL ) ger@ p ulie.bushin northrisk artners.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # St Paul MN 55164 INSURERA: Great Northern Insurance Company 20303 INSURED INSURER B: Federal Insurance Company 20281 Clifton LarsonAllen LLP INSURERC: Chubb Indemnity Insurance Company 12777 220 South 6th Street INSURER D : Suite 300 INSURER E : Minneapolis MN 55402-1436 INSURER F : COVERAGES CERTIFICATE NUMBER: 24/25 Cert#3 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ® DAMAGE TO RENTED 1,000,000 CLAIMS -MADE OCCUR REMSES Ea o.urrrence $ -PREMISES MED EXP (Any one person) $ 10,000 1,000,000 A 35983569 12/31/2024 12/31/2025 PERSONAL &ADV INJURY $ LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO- ElPRO ® POLICY JECT LOC MOTHER PRODUCTS-COMP/OPAGG $Included Combined Total $ 10,000,000 : AUTOMOBILE LIABILITY Cf;31*BB1�DSINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ ANYAUTO B OWNED SCHEDULED 73572825 12/31/2024 12/31/2025 BODI LY I NJ U RY(Pe r accide nt) $ AUTOS ONLY AUTOS PROPERTY DAMAGE $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 50,000,000 AGGREGATE $ 50,000,000 B EXCESS LAB CLAIMS -MADE 79880747 12/31/2024 12/31/2025 DED I RETENTION $ 0 $ WORKERS COMPENSATION PER OTH- I AND EMPLOYERS' LIABILITY Y / N STATUTE I ER E.L. EACH ACCIDENT $ 1,000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE N/A 71749276 12/31/2024 12/31/2025 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) [Job #: A169766 Job Type: ] The City, its officers, employees, agents, volunteers and representatives are included as additional insureds on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract. General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0292 Ed 4-11 when required in prior written contract. Waiver of Subrogation included on General Liability per form 80-02-2000 & on Auto per form 16-02-0292 when required in prior written contract. General Liability & Auto Policies have been endorsed to provide 30 days notice of cancellation, with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively. Umbrella Policy is follow form. Waiver of Subrogation is included on Workers' Compensation Policies for all states except APPROVED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVEMESCIUMD POETCTES BE CAtJCELLED BIEF THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza, 4th FI Santa Ana CA 92701.. /56 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00106559 LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY North Risk Partners NAMED INSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Kentucky where prohibited by law utilizing the following policy forms: California WC 99 03 04, Texas WC 42 03 04, All Other States, Except Kentucky WC 00 03 13, when required by prior written agreement. Workers' Compensation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY. ACORD 101 (2008/01) © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACCORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1 /2/2025 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 endorsement(s). PRODUCER Lemme, A Division of EPIC 111 West Campbell Street 4th Floor CONTACT NAME: Zlna Saeed PHONE FAX A/c No Ext : 847-385-6800 A/c, No): ADMDRESS: PSGCerts@lemme.com INSURER(S) AFFORDING COVERAGE NAIC# Arlington Heights IL 60005 INSURERA: Swiss Re International SE and Various INSURED Clifton LarsonAllen LLP INSURER B : 220 South Sixth Street INSURER C7 INSURER D7 Minneapolis MN 55402 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:1530146622 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/YYY POLICY EXP MMIDD/YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO CLAIMS-MADE1:1 OCCUR PREMISES ccurrence PREMISES Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO- JECT LOC ❑ PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability FN2411566 12/15/2024 12/15/2025 Each Claim $5,000,000 Aggregate $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza, 4th Floor Santa Ana CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name ofPerson(s) or Organization(s): IF YOU ARE OBLIGATED, PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO PROVIDE PERSON(S) OR ORGANIZATION(S) WITH NOTICE OF CANCELLATION, THEN WE WILL NOTIFY SUCH PERSON(S) OR ORGANIZATION(S) PROVIDED THAT WITHIN 15 DAYS OF THE DATE WE SEND NOTICE OF CANCELLATION TO THE FIRST NAMED INSURED, THE FIRST NAMED INSURED OR PRODUCER OF RECORD PROVIDES US WITH A SPREADSHEET CONTAINING THE NAME, MAILING ADDRESS AND, IF AVAILABLE, E-MAIL ADDRESS OF THE PERSON(S) OR ORGANIZATION(S). Address: N/A Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 1 of 1 Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization, for loss to which this insurance applies, provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Liability Insurance Form 80-02-2000 (Rev. 4-01) Contract Page 24 of 32 C H U B B° Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured DECEMBER 31, 2024 TO DECEMBER 31, 2025 DECEMBER 31, 2024 3598-35-69 MIN CLIFTONLARSONALLEN LLP GREAT NORTHERN INSURANCE COMPANY DECEMBER 16, 2024 Under Who Is An Insured, the following provision is added. Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB" Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule ANY PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B B° Policy Conditions Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Conditions Notice Of Cancellation To Scheduled Persons Or Organizations When We Cancel Policy Conditions DECEMBER 31, 2024 TO DECEMBER 31, 2025 DECEMBER 31, 2024 3598-35-69 MIN CLIFTONLARSONALLEN LLP GREAT NORTHERN INSURANCE COMPANY DECEMBER 16, 2024 Under Conditions, the following condition is added. When we cancel this policy for any reason, other than non-payment of premium, we will notify person(s) or organization(s) shown in the Schedule at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • impose any liability or obligation of any kind upon us; or • invalidate such cancellation. Schedule If you are obligated, pursuant to a written contract or agreement, to provide person(s) or organization(s) with notice of cancellation, then we will notify such person(s) or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the first named insured or producer of record provides us with a spreadsheet containing the name, mailing address and, if available, e-mail address of the person(s) or organization(s). All other terms and conditions remain unchanged. Notice Of Cancellation To Scheduled Persons Or Organizations (Except Non -Payment Of Premium) continued Form 80-02-9779 (Ed. 3-11) Endorsement Page 1 Conditions (continued) Policy Conditions Form 80-02-9779 (Ed. 3-11) Authorized Representative Notice Of Cancellation To Scheduled Persons Or Organizations (Except Non -Payment Of Premium) Endorsement last page Page 2 CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (0) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3. Premium: The premium charge for this endorsement shall be 1 % percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-24 Policy No. 71749276 Endorsement No. Insured CLIFTONLARSONALLEN LLP Premium $ Incl . Insurance Company Chubb Indemnity Insurance Company Countersigned By WC 90 03 75 (05/18) Insured Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-24 Policy No. 71749276 Endorsement No. Insured CLIFTONLARSONALLEN LLP Premium $ Incl . Insurance Company Chubb Indemnity Insurance Company WC000313 (Ed. 4-84) © 1983 National Council on Compensation Insurance. Countersigned By Insured Copy POLICY NUMBER: (24)7357-28-25 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CLIFTONLARSONALLEN LLP Endorsement Effective Date: 12/31/2024 SCHEDULE Name(s) Of Person(s) Or Organ ization(s): AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. — "Other Insurance" of Item B. — "General Conditions" under Section IV — "Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A. 1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A. 1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 3. 11 5. (1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for "bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.S. - FELLOW EMPLOYEE — of SECTION II — LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. — TRANSPORTATION EXPENSES — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. — COVERAGE EXTENSIONS - of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A.4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. — LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR —WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.S. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.S. - OTHER INSURANCE of SECTION IV — BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (0) Blanket Waiver ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER 2. Operations: ALL TEXAS OPERATIONS 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-24 Policy No. 71749276 Endorsement No. Insured CLIFTONLARSONALLEN LLP Premium $ Incl . Insurance Company Chubb Indemnity Insurance Company Countersigned By WC420304B (Ed. 6-14) © Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. Insured Copy 712/29/2025 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 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 endorsement(s). PRODUCER CONTACT NAME: Certificate Unit Edgewood Partners Insurance Center PHONE FAX 1140 Avenue of the Americas, 8th Floor A/C No Ext: 404-781-1700 A/C,No): E-MNew York NY 10036 ADDRESS: certificate@epicbrokers.com INSURER(S)AFFORDING COVERAGE NAIC# License#:OB29370 INSURERA: Liberty Insurance Corporation 42404 INSURED CLIFLAR INSURERB: Liberty Mutual Fire Ins Co 23035 Clifton Larson Allen LLP INSURERC:The Continental Insurance Company 35289 220 South 6th Street#300 Minneapolis MN 55402 INSURERD: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1702815091 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY TB5Z11C4R2H6025 12/31/2025 12/31/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $1,000,000 X Includes OH,ND, MED EXP(Any one person) $10,000 X WY&WA Stop Gap PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY JECT ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: $ B AUTOMOBILE LIABILITY AS2Z11C4R2H6035 12/31/2025 12/31/2026 COM EaBINEDaccident SINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LAB X OCCUR TH7Z11C4R2H6055 12/31/2025 12/31/2026 EACH OCCURRENCE $25,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $25,000,000 DED RETENTION$ $ A WORKERS COMPENSATION WC5Z11C4R2H6015 12/31/2025 12/31/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Excess Liability$25M xs$25M 8037509960 12/31/2025 12/31/2026 Each Occ/Agg 25,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Certificate holder(s)is included as additional insured on General Liability per form CG 20 43 12 19 and on Automobile per form AC 84 07 11 17 when required in prior written contract. Certificate holder(s),to the extent required by written contract are additional insured on a primary and non-contributory basis with respect to general liability per form CG 20 01 12 19 and auto liability per form CA 04 49 11 16.A waiver of subrogation applies in favor of the additional insureds to the extent required by written contract as allowed by applicable law with respect to general liability per form CG 24 53 12 19 auto liability per form WC 00 03 13 and worker's compensation. 30-day notice of cancellation,except 10 days for non-payment of premium,applies to the extent required by written contract per forms GC 02 24 10 93 and AC 02 11 10 17 respectively.Workers'Compensation coverage is not provided in the following monopolistic states: ND; OH, WA;and WY. Digitally signed Tu Tra n by Nguyen n �APPROVED Nguyen bate: n Nguyen at 7:41 am,Jan 06,2026 CERTIFICATE HOLDER CANCELLA OT42:26-08'0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana, Risk Management Division 20 Civic Center Plaza, 4th FI. AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 712/12/2025 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE �� 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 endorsement(s). PRODUCER CONTACT NAME: Cathy Kuehl Lemme, A Division Of EPIC PHONE FAX 125 S. Wacker Dr. A/C No Ext: 847-385-6800 A/c,NO): E-MSuite 3150 ADDRESS: PSGCerts@lemme.com Chicago IL 60606 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Swiss Re International SE and Various INSURED INSURER B: Clifton LarsonAllen LLP 220 South Sixth Street, Suite 300 INSURERC: Minneapolis MN 55402 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1054395057 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY D PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED FIR ER DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability RSLUSP2500029 12/15/2025 12/15/2026 Each Claim $5,000,000 Aggregate $10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED By Tu Tran Nguyen at 7:42 am,Jan 06,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 Civic Center Plaza, 4th Floor AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 k - f ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ISO I Commercial General Liability Forms 1 12/01/19 COMMERCIAL GENERAL LIABILITY CG20431219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any person(s)or organization(s)for whom you have agreed in writing in a contract or agreement that such person(s)or organization(s) be added as an additional insured on your policy. Such person(s)or organization(s) is an additional insured only with respect to liability for: 1. "Bodily injury"or"property damage" not included in the "products-completed operations hazard" or 2. "Personal and advertising injury" caused by, in whole or in part, your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your operations. B. The insurance afforded to such additional insured described in Paragraph A. of this endorsement: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. C. With respect to insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to"bodily injury", "property damage" or"personal and advertising injury"due to rendering of or failure to render any professional service.This includes but is not limited to: 1. Legal, accounting or advertising services; 2. Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings or specifications; 3. Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager; 4. Engineering services, including related supervisory or inspection services; 5. Medical, surgical, dental, X-ray or nursing services treatment, advice or instruction; 6.Any health or therapeutic service treatment, advice or instruction; 7.Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement, or personal grooming or therapy; 8.Any service, treatment, advice or instruction relating to physical fitness, including service, treatment, advice or instruction in connection with diet, cardiovascular fitness, bodybuilding or physical training programs; 9. Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; 10. Body piercing services; 11. Services in the practice of pharmacy; 12. Law enforcement or firefighting services; and 13. Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the'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 service. D. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. ©Insurance Services Office, Inc. ©Insurance Services Office, Inc. ©2024 Vertafore, Inc.All Rights Reserved. ISO I Commercial General Liability Forms 1 12/01/19 COMMERCIAL GENERAL LIABILITY CG24531219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section IV-Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. ©Insurance Services Office, Inc. ©Insurance Services Office, Inc. ©2024 Vertafore, Inc.All Rights Reserved. Policy Number Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor- Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible - Single Deductible XI. Physical Damage Deductible - Glass XII. Physical Damage Deductible -Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage- Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXIII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR-ADDITIONAL INSURED AND LOSS PAYEE A. Any"leased auto"will be considered an "auto"you own and not an "auto"you hire or borrow.The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto" whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1.Who Is An Insured provision is changed to include as an "insured"the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your"employees" or agents; or 3. Any person, except the lessor or any"employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto" for"loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the "leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto"means an"auto"which you lease for a period of six months or longer for use in your business, including any"temporary substitute" of such "leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II -COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per"accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of$1,000. B. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to$1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto"from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion BA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of"loss". The most we will pay for"loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE -SINGLE DEDUCTIBLE Paragraph D. in SECTION III -PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE—GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss"to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.11b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of"accident", claim, "suit"or"loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident" or"loss" occurred; (2) The"insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or"loss" from your agent, servant or"employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or"suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV- BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE -HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV-BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or"suit"is brought against an"insured"outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or"suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit" without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for "loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto"with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph AA.b. of SECTION III -PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement.We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of$900. XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the"insured"was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. B. SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any"auto"you don't own, hire or borrow is a covered "auto"for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. Any"auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members"are"insured"while"occupying"or while a pedestrian when struck by any"auto"you don't own except: Any"auto" owned by that individual or by any"family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any"auto" owned by that individual or by any member of his or her household; or 2. Any"auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V- DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto"for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto"because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or 2. $30 per day with a maximum of$900 in any one period. AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement. XX.NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non-renew this policy by mailing written notice of cancellation or non-renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non-renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non-renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non-renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of$1,500 for each covered "auto". XXII.LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA.THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV- BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or"loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any"insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV-BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Schedule Premium Liability Physical Damage Total Premium XVIII. Drive Other Car LIAB MP UM UIM COMP COLL Name of Individual XX. Notice of Cancellation or Nonrenewal Name and Address Number of Days AC 84 07 11 17 ©2017 Liberty Mutual Insurance Page 10 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ISO I Commercial Auto Forms 1 11/01/16 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. A.The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance- Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured"under your policy provided that: 1. Such "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 such "insured". B.The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured"under your policy provided that: 1. Such "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 such "insured". ©Insurance Services Office, Inc. ©Insurance Services Office, Inc. ©2025 Vertafore, Inc.All Rights Reserved. ISO I Commercial General Liability Forms 1 12/01/19 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory 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. ©Insurance Services Office, Inc. ©Insurance Services Office, Inc. ©2024 Vertafore, Inc.All Rights Reserved. COMMERCIAL LIABILITY—UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is and is not covered. Throughout this policy the words you and your refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words we, us and our refer to the Company providing this insurance. The word insured means any person or organization qualifying as such under SECTION II—WHO IS AN INSURED. Other words and phrases that appear in bold font have special meaning. If not defined in the section in which they first appear, refer to SECTION VII —DEFINITIONS. In return for the payment of premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. INSURING AGREEMENTS SECTION I—COVERAGES 1. 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 because of bodily injury, property damage or personal and advertising injury to which this insurance applies. In addition, we will pay those sums in excess of the retained limit that the insured becomes legally obligated to pay as damages because of a negligent act, error or omission committed in the administration of the Named Insured's employee benefit program, to which this insurance applies. The amount we will pay for damages is limited as described in SECTION III—LIMITS OF INSURANCE. 2. With respect to bodily injury, property damage or personal and advertising injury, this insurance applies only if: a. The bodily injury or property damage occurs during the policy period, or the personal and advertising injury is caused by an offense arising out of your business but only if the offense was committed during the policy period; b. The bodily injury, property damage or personal and advertising injury is caused by an occurrence that takes place anywhere; and c. Prior to the policy period, no insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED or any employee who has been authorized by you to give or receive notice of an occurrence or claim, knew that the bodily injury or property damage had occurred, in whole or in part. 3. Bodily injury or property damage will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED, or any employee authorized by you to give or receive notice of an occurrence or claim: a. Reports all, or any part of, such bodily injury or property damage to us or any other insurer; b. Receives a written or oral demand or claim for damages because of such bodily injury or property damage; or c. Becomes aware by any other means that bodily injury or property damage has occurred or has begun to occur. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 1 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. If such a listed insured or authorized employee knew, prior to the policy period, that the bodily injury, or property damage had occurred, then any continuation, change or resumption of such bodily injury, or property damage during or after the policy period will be deemed to have been known prior to the policy period. 4. Bodily injury or property damage which occurs during the policy period and which was not, prior to the policy period, known to have occurred or to have begun to occur by any insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED or any employee authorized by you to give or receive notice of an occurrence or claim, includes any continuation, change or resumption of that bodily injury or property damage after the end of the policy period. 5. If we are prevented by law or statute from directly paying damages covered by this policy on behalf of the insured, then we will, where permitted, indemnify the Named Insured for those sums paid in excess of the retained limit. As used in Paragraphs 2.c., 3. and 4. above, an insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED does not include a stockholder who is not otherwise an insured. SECTION II—WHO IS AN INSURED 1. The first named insured is an insured. 2. Any organization that is a subsidiary of the first named insured and over which you maintain ownership or majority interest as of the effective date of this policy, provided such organization was made known to us by the effective date of this policy and is included as an insured in underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. 3. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership,joint venture, or limited liability company, you are an insured.Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 4. Each of the following is also an insured: a. Your volunteer workers but only while performing duties related to the conduct of your business, your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for: (1) Bodily injury or personal and advertising injury: (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-employee in the course of his or her employment or performing duties related to the conduct of your business or to your other volunteer workers while performing duties related to the conduct of your business; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 2 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (b) To the spouse, child, parent, brother or sister of that co-employee or volunteer worker as a consequence of Paragraph (1)(a) above; (c) 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 (1)(a) or(1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, Paragraphs (1)(a), (1)(b) and (1)(c) do not apply to the extent underlying insurance provides coverage for such person(s). Coverage under this policy will be no broader than that provided by underlying insurance. Insurance provided by this policyfor bodily injury to a co-employee or volunteer worker will not apply if the injured co-employee's or volunteer worker's sole remedy for such injury is provided under a workers' compensation law or any similar law. (2) Property damage to property: (a) Owned, occupied, used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Any person (other than your employee)or any organization while acting as your real estate manager. c. 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 (2) Until your legal representative has been appointed. d. Your legal representative, if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. e. Any person or organization included as an additional insured in underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. 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 a contract or agreement,this insurance will be no broader than that which you are required by the contract or agreement to provide for such additional insured. The Limits of Insurance applicable to the additional insured are included within, and are not in addition to, the Limits of Insurance shown in the Declarations. f. Any person while using with your permission a covered auto and any person or organization legally responsible for its use, but only if that person is an insured with respect to liability arising out of the ownership, maintenance, use or entrustment to others of covered autos. 5. Any organization you newly acquire or form, other than a partnership,joint venture, or limited liability company, and over which you maintain ownership or majority interest, will qualify as an insured under this policy if there is no other similar insurance available to that organization and that organization qualifies as an insured in underlying insurance. However: LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 3 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. a. Coverage under this provision is afforded only until the 1801h day after you acquire or form the organization or the end of the policy period,whichever is earlier. However, such coverage will be provided for no longer than that provided by underlying insurance; and b. Coverage does not apply to any liability that occurred or offense committed before you acquired or formed the organization. Except as provided in Paragraph 5. above, 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. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought; c. Persons or organizations making claims or bringing suits; or d. Coverages provided under this policy. 2. The General Aggregate Limit is the most we will pay for the sum of all damages covered under this policy, except: a. Damage included in the products-completed operations hazard; and b. Damage covered by underlying insurance to which no aggregate limit applies. The General Aggregate Limit applies separately and in the same manner as the aggregate limits in the underlying insurance. 3. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all damages because of bodily injury and property damage included in the products-completed operations hazard. 4. Subject to Paragraphs 2. and 3. above, if either applies, the Each Occurrence Limit is the most we will pay for the sum of all damages covered under this policy arising out of any one occurrence. 5. If the applicable limits of insurance of underlying insurance or other insurance providing coverage to the insured are reduced or exhausted by payments of damages, subject to the terms and conditions of this policy, we will: a. In the event of reduction, pay in excess of the reduced applicable limits of underlying insurance or other insurance; or b. In the event of exhaustion, continue in force as underlying insurance, but for no broader coverage than is available under this policy. The retained limit will not be reduced or exhausted by defense costs, loss adjustment expenses, supplementary payments or similar amounts that reduce or exhaust the policy limits of underlying insurance or other insurance. 6. If any underlying insurance has a limit of insurance greater than the amount shown in the Schedule of Underlying Insurance this policy will apply in excess of the greater amount. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 4 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 7. 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, 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 of this policy. 8. If coverage provided to an additional insured is required by a contract or agreement, we will pay on behalf of the additional insured the lesser of: a. The amount of insurance required by the contract or agreement less any amounts payable by any underlying insurance or otherwise retained; or b. The available applicable Limits of Insurance of this policy. SECTION IV— DEFENSE AND SUPPLEMENTARY PAYMENTS 1. We will have the right and duty to defend any suit seeking damages covered by this insurance, by counsel of our choice, when: a. The total applicable limits of underlying insurance and other insurance have been exhausted by payment of damages covered by this policy; or b. The damages sought because of bodily injury, property damage, personal and advertising injury or any damage arising from any actual or alleged negligent act, error or omission in the administration of the Named Insured's employee benefit program to which this insurance applies would not be covered by underlying insurance or other insurance. However, we have no duty to defend any suit if any other insurer has a duty to defend. 2. If we have a duty to defend but are prevented by law or statute from performing that duty, you agree to take up such defense and investigation. We will reimburse you for our share of the reasonable costs paid for such investigation or defense. 3. We have the right, but not the duty, at our expense,to participate in the defense of any suit and the investigation of any claim to which this insurance may apply. However, if we exercise this right, we will not contribute to the expenses of the insured or underlying insurer. 4. We will pay the following supplementary payments, with respect to any claim we investigate or settle, or any suit against the insured we defend: a. All expenses we incur. b. The premium for bonds to release attachments, but only for bond amounts within the applicable Limits of Insurance of this policy. We do not have to furnish these bonds. c. 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 because of time off from work, but not including the salaries of the insured's employees, and in no event more than $500 a day. d. All court costs taxed against the insured in the suit. e. Prejudgment interest awarded against the insured on that part of the judgment we pay. However, if we make a settlement offer within the applicable Limits of Insurance of this policy that is acceptable to the claimant, or make an offer to pay the applicable Limits of Insurance of this policy, we will not pay any prejudgment interest accruing after we make such offer. f. Post-judgment interest awarded against the insured on that part of the judgment we pay that accrues after the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable Limits of Insurance of this policy. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 5 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. These payments will not reduce the Limits of Insurance of this policy. 5. Our duty to defend any claim or suit and make any supplementary payments ends once we have exhausted the applicable Limits of Insurance of this policy by payment of judgment or settlements. SECTION V—EXCLUSIONS This insurance does not apply to: 1. Aircraft Any liability arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that insured. However,this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance. 2. Asbestos Any liability arising or allegedly arising out of asbestos either alone or in combination with other substances or factors. 3. Auto Coverages a. Bodily injury or property damage arising out of the ownership, maintenance, use or entrustment to others of any auto. Use includes operation and loading or unloading. However, this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance. b. Any loss, cost or expense payable under or resulting from a first party physical damage coverage, no-fault law, personal injury protection or auto medical payments coverage, or uninsured or underinsured motorist law. 4. Contractual Liability Any obligation of the insured by reason of the assumption of liability in a contract or agreement, including an insured contract. This exclusion does not apply to: a. Liability for damages that the insured would have in the absence of the contract or agreement; b. Bodily injury or property damage assumed in a contract or agreement that is an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of the insured contract; or c. The extent underlying insurance provides coverage for personal and advertising injury assumed in an insured contract. Coverage under this policy will be no broader than that provided by underlying insurance. Solely for the purposes of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of such liability, provided: (1) The liability to such party for,or for the cost of, that party's defense has also been assumed in the same insured contract; and LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 6 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. (2) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 5. 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: a. A defect, deficiency, inadequacy, or dangerous condition in your product or your work; or b. 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. 6. Damage to Property Property damage to: a. 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; b. Premises you sell, give away or abandon, if the property damage arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of the insured; e. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the property damage arises out of those operations; or f. That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraph b. of this exclusion does not apply if the premises are your work and were never occupied, rented or held for rental by you. Paragraphs c., d., e. and f. of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs c. and d. of this exclusion do not apply to liability assumed under a written Trailer Interchange agreement. Paragraph f. of this exclusion does not apply to property damage included in the products-completed operations hazard. 7. Damage to Your Product Property damage to your product arising out of it or any part of it. 8. 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. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 7 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 9. ERISA Any obligation of the insured under the Employee Retirement Income Security Act of 1974 (ERISA) and any amendments thereto or any similar federal, state or local statute or regulation. 10. Electronic Data Any liability arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. 11. Employee Benefits Liability Any actual or alleged act, error or omission in the administration of the Named Insured's employee benefit program. However, this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance, subject to the following: a. If the applicable underlying insurance applies such coverage on a claims-made basis: (1) This insurance applies only if: (a) The negligent act, error or omission committed in the administration of the Named Insured's employee benefit program occurs on or after the retroactive date, if any, provided by the underlying insurance and prior to the end of the policy period; and (b) The claim or suit for such negligent act, error or omission is first made in writing against any insured during: (i) The policy period; or (ii) An extended reporting period as provided by underlying insurance, subject to Paragraph (2) below. (2) Any extended reporting period provided by this policy will not reinstate or increase the Limits of Insurance applicable to any claim to which this insurance applies, extend the policy period or change the scope of coverage provided by this policy. b. If the applicable underlying insurance does not apply such coverage on a claim-made basis, this insurance applies only if the negligent act, error or omission committed in the administration of the Named Insured's employee benefit program occurs during the policy period. 12. Employer's Liability Bodily injury to: a. An employee of the insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing duties related to the conduct of the insured's business; or b. The spouse, child, parent, brother or sister of that employee as a consequence of Paragraph a. above. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. However, this exclusion does not apply: a. To liability assumed by the insured under an insured contract; or LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 8 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. If the bodily injury is covered by underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. 13. Employment-Related Practices a. Any liability arising out of: (1) Refusal to employ a person; (2) Termination of a person's employment; or (3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, failure to promote, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, or malicious prosecution directed at a person; or b. Consequential bodily injury or personal and advertising injury to the spouse, child, parent, brother or sister of that person at whom any of the employment-related practices described in Paragraph a. above is directed. This exclusion applies: a. Whether the injury-causing event described in Paragraph a. above occurs before employment, during employment or after employment of a person; b. Whether the insured may be liable as an employer or in any other capacity; and c. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 14. 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 or property damage resulting from the use of reasonable force to protect persons or property. 15. Fungi or Bacteria Any liability arising out of or related in any way to fungi or bacteria, the exposure to fungi or bacteria, or any claims arising from fungi or bacteria. This includes but is not limited to: a. Injury or damage which would not have occurred, in whole or in part, but for the actual,alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence or presence of any fungi or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to such injury or damage; or b. Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to or assessing the effects of fungi or bacteria, by any insured or by any other person or entity. This exclusion does not apply to any fungi or bacteria that are on, or are contained in, a good or product intended for human or animal consumption. 16. Liquor Liability Bodily injury or property damage for which any insured may be held liable by reason of: a. Causing or contributing to the intoxication of any person; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 9 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment,training or monitoring of others by that insured or providing or failing to provide transportation with respect to any person that may be under the influence of alcohol if the occurrence which caused the bodily injury or property damage, involved that which is described in Paragraph a., b.or c. above. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. However,this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance. We will follow underlying insurance with respect to whether or not permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is considered the business of selling, serving or furnishing alcoholic beverages. 17. Nuclear Energy a. Any liability: (1) With respect to which an insured under this policy is also an 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 an insured under any such policy but for its termination upon exhaustion of its limits of insurance; or (2) 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)the insured is,or had this policy not been issued would be,entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Any liability resulting from the hazardous properties of nuclear material, if: (1) The nuclear material(a)is at any nuclear facility owned by,or operated by or on behalf of,an insured; or(b) has been discharged or dispersed therefrom; (2) The nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (3) The injury or 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 Paragraph (3) applies only to property damage to such nuclear facility and any property thereat. As used in this exclusion: a. Hazardous properties include radioactive, toxic or explosive properties. b. Nuclear material means source material, special nuclear material or by-product material. c. 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. d. Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 10 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. e. Waste means any waste material: (1) 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 (2) 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. f. Nuclear facility means: (1) Any nuclear reactor; (2) 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 waste; (3) Any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. g. 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. h. Property damage includes all forms of radioactive contamination of property. 18. Personal and Advertising Injury a. Caused by an offense committed by or on behalf of the insured with knowledge that the act would violate the rights of another and would inflict personal and advertising injury; b. Arising out of the oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity; c. Arising out of the oral, written or electronic publication, in any manner, of material whose content, in the same or substantially the same form, was published before the beginning of the policy period; d. Arising out of a criminal act committed by or at the direction of the insured; e. Arising out of a breach of contract, except an implied contract to use another's advertising idea in your advertisement; f. Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your advertisement; g. Arising out of the wrong description of the price of goods, products or services stated in your advertisement; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 11 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. h. Arising out of infringement of, or any other violation relating to copyright, patent, trademark, trade secret or other intellectual property right. However, this Paragraph h. does not apply to: (1) Infringement of copyright, trade dress or slogan, committed in your advertisement; or (2) The unauthorized use in your advertisement of another's idea for an advertisement; i. Committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this Paragraph i. does not apply to Paragraphs 18.a., 18.b. and 18.c. under SECTION VII — DEFINITIONS. For purposes of this Paragraph L, the placing of frames, borders or links, or advertising for you or others anywhere on the Internet, is not by itself considered the business of advertising, broadcasting, publishing or telecasting; j. Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control; or k. 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 tactics to mislead another's potential customers. 19. Pollution a. Any liability arising out of the actual, alleged or threatened discharge, dispersal,seepage, migration, release or escape of pollutants, anywhere at any time, whether included in a product or otherwise. However, this exclusion does not apply to the extent underlying insurance provides coverage for liability described in Paragraphs (1) through (6) below. Coverage under this policy will be no broader than that provided by underlying insurance. (1) Bodily injury if sustained within a building which is or was at any time owned or occupied by, or rented or loaned to, any insured and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (2) Bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire; (3) Bodily injury or property damage arising out of the escape of fuels, lubricants or other operating fluids that are needed to perform normal electrical, hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured contractor or subcontractor; (4) Bodily injury or property damage sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 12 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (5) Bodily injury or property damage arising out of the escape of fuels, lubricants, fluids, exhaust gases or other similar pollutants that are needed for or result from the normal electrical, hydraulic or mechanical functioning of a covered auto or its parts, if: (a) The pollutants escape, seep, migrate, or are discharged, dispersed or released directly from an auto part designed by its manufacturer to hold, store, receive or dispose of such pollutants; and (b) The bodily injury or property damage does not arise out of the operation of any equipment shown in Paragraphs f.(2) and f.(3) of the definition of mobile equipment; or (6) Bodily injury or property damage caused by or resulting from occurrences that take place away from premises owned by or rented to an insured with respect to pollutants not in or upon a covered auto if: (a) The pollutants or any property in which the pollutants are contained are upset, overturned or damaged as a result of the maintenance or use of a covered auto; and (b) The discharge, dispersal, seepage, migration, release or escape of the pollutants is caused directly by such upset, overturn or damage. b. 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, or in any way respond to or assess the effects of pollutants; or (2) Claim or suit by or on behalf of a government authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of pollutants. This exclusion applies regardless of whether such discharge, dispersal, seepage, migration, release or escape occurs inside or outside a building or whether such pollutant has any function in your business, operations, premises, site or location. 20. 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: a. Your Product; b. Your Work; or c. 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. 21. Recording and Distribution of Material or Information in Violation of Law Any liability arising out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 13 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. 22. War Any liability, however caused, arising out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 23. Watercraft Any liability arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. However,this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance. 24. Workers' Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits, unemployment compensation law, or any similar law. SECTION VI —CONDITIONS 1. Appeals If the insured or the underlying insurers elect not to appeal a judgment, we may elect to do so. If we appeal, we will be liable for all court costs, expenses incurred and interest incidental to the appeal, which will be in addition to the Limits of Insurance of this policy. However, our liability for such a judgment or settlement will not exceed the Limits of Insurance of this policy. 2. Audit and Premium a. You agree to pay the premium when due. b. The Premium shown as Advance Premium on the Declarations is a flat charge unless a rate is shown. c. If a rate is shown in the Declarations, the Advance Premium shown in the Declarations is an estimated premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first named insured. If the earned premium is greater than 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 the first named insured, subject to the Minimum Retained Premium, if any, shown in the Declarations, for each twelve months of the policy period. d. The first named insured should keep records of the information we need for premium computation and make available to us or send us this information whenever we request. e. We may examine your books and records as they relate to this policy at any time during the policy period and for up to three years after the expiration or termination of this policy. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 14 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. f. We may, at our option, make an additional premium charge for any organization that you acquire or form during the policy period. 3. Bankruptcy or Insolvency Your or any underlying insurer's bankruptcy, insolvency or inability to pay shall neither relieve nor increase our obligations under this policy. However, under no circumstances will such bankruptcy, insolvency or inability to pay require us to drop down, replace or assume any obligation of underlying insurance. This insurance will apply as if the underlying insurance were in full effect. 4. Cancellation and Nonrenewal a. The first named insured may cancel this policy by mailing or delivering advance written notice to us stating when cancellation is to take effect. b. We may cancel this policy by mailing or delivering to the first named insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. We will mail or deliver our notice to the first named insured's last mailing address known to us. c. The policy period will end on the day and hour stated in the cancellation notice. d. If we cancel, final premium will be calculated pro rata based on the time the policy was actually in effect. e. If the first named insured cancels, the premium refund may be less than pro rata and will be subject to the Minimum Retained Premium, if any, shown in the Declarations. f. Premium adjustment will be made at the time of cancellation or as soon as practicable thereafter, but cancellation will be effective even if we have not made or offered any refund of unearned premium. Our check or our representative's check, mailed or delivered, shall be sufficient tender of any refund due. g. If we decide not to renew this policy, we will mail or deliver our written notice of nonrenewal to the first named insured's last mailing address known to us not less than 30 days before the policy expiration date. h. If notice is mailed, proof of mailing will be sufficient proof of notice. 5. Changes This policy may be amended only by a written endorsement to this policy issued by us. 6. Duties in the Event of Occurrence, Claim or Suit a. You must promptly notify us of any occurrence which may result in a claim or suit seeking damages under this policy. To the extent possible, notice should include: (1) How, when and where the occurrence took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the occurrence. Notice of an occurrence is not notice of a claim. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 15 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. If a claim is made or suit is brought against any insured that is reasonably likely to involve the coverage provided by this policy, you must notify us in writing promptly. c. You and any other involved insured also must: (1) Immediately send us copies of any demands, notices, summonses, or legal papers received in connection with the claim or suit; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement, or defense of any claim or suit we investigate, settle or defend; and (4) Upon our request, assist us in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, make any admission, or incur any expense, other than for first aid, without our consent. As used in this Paragraph 6. promptly means as soon as practicable after knowledge of the occurrence has been reported to an executive officer of the insured, or to the employee designated by the insured to give us notice. 7. Inspection We have the right but are not obligated to inspect your premises and operations at any time. Our inspections are not safety inspections.They relate only to the insurability of your premises and operations and the premiums to be charged. We may give you reports on the conditions that we find. We may also recommend changes. However, we do not undertake to perform the duty of you or any person or organization to provide for the health or safety of your employees or the public.We do not warrant the health and safety conditions of your premises or operations, nor do we represent or certify that your premises or operations comply with laws, regulations, codes or standards. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization, which makes insurance inspections, surveys, reports or recommendations for us. 8. Legal Action Against Us No person or organization has the right under this policy: a. To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b. To sue us under this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable Limits of Insurance of this policy.An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 9. Maintenance of Underlying Insurance During the policy period you must ensure that: a. All underlying insurance remains in effect; b. The terms, definitions, conditions, and exclusions of all underlying insurance do not materially change; c. Any renewals or replacements of any underlying insurance will not be more restrictive in coverage and will afford limits of insurance equal to or greater than the policy being renewed or replaced; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 16 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. d. The total applicable limits of all underlying insurance do not decrease, except for any reduction or exhaustion of aggregate limits by payment of judgments or settlements; and e. You notify us in writing, as soon as practicable, if any underlying insurance is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any underlying insurance is changed. Failure to comply with these requirements will not invalidate this insurance. However, in the event of such failure, we will only be liable to the same extent that we would have been, had you fully complied with these requirements. 10. Named Insureds a. The first named insured is authorized to act and agrees to act on behalf of all persons or organizations insured under this policy with respect to all matters pertaining to the insurance afforded by the policy. b. Each Named Insured is jointly and severally liable for: (1) All premiums due under this policy; and (2) Any other financial obligations of any Named Insured to us arising out of any agreements contained in this policy. 11. Other Insurance This insurance is excess over, and will not share or contribute with any other insurance whether primary, excess, contingent or on any other basis. However, this insurance will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured on such other insurance; b. You have agreed in a written contract or agreement with the additional insured that this insurance would not seek contribution from any other insurance available; c. Underlying insurance includes the person or organization as an additional insured; and d. Underlying insurance provides coverage to the person or organization on a primary and noncontributory basis. 12. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate, complete and based on information and representations you provided or made to us; b. We have issued this policy in reliance upon your information and representations. 13. Separation of Insureds Except with respect to the Limits of Insurance of this policy and any rights or duties specifically assigned to the first named insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 17 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 14. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations of the state or jurisdiction where this policy is issued are amended to conform to such statutes, laws,ordinances or regulations. 15. Trade or Economic Sanctions This insurance applies except to the extent coverage is in violation of any trade or economic sanction, embargo or similar regulation imposed by the United States of America. 16. Transfer of Rights of Recovery Against Others to Us a. 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 will do all that is necessary to secure such rights and must help us enforce them. The insured will do nothing after loss to prejudice such rights. We have the right to recover our payments from anyone liable for injury or damage covered by this policy. We waive any right of recovery we may have against a person or organization, if you waive any right of recovery against such a person or organization in a written contract, but only if such contract was executed prior to injury or damage. b. Any recoveries shall be applied as follows: (1) Any person or organization, including the insured, that has paid an amount in excess of the applicable Limits of Insurance of this policy will be reimbursed first; (2) We then will be reimbursed up to the amount we have paid; and (3) Lastly, any person or organization, including the insured,that has paid an amount over which this policy is excess is entitled to claim the remainder. Expenses incurred by us in the exercise of the rights of recovery shall be apportioned among the persons or organizations, including the insured, in the ratio of their respective recoveries as finally settled. 17. Transfer of Your Rights and Duties Your rights and duties under this policy may not be transferred 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. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. However, in such event, notice of cancellation of this policy sent to the first named insured and mailed to the last mailing address known to us will be sufficient notice to effect cancellation of this policy. 18. Unintentional Failure to Disclose There will be no coverage under this policy for hazards you fail to disclose at the inception of the policy period, except that unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report the hazard to us as soon as practical after discovering the failure to disclose. 19. When Loss is Payable Coverage under this policy will not apply unless and until the insured or the underlying insurer has paid or is obligated to pay the full amount of the retained limit. However, when an agreed settlement or final judgment has been determined, we will promptly pay on behalf of the insured those sums falling within the terms of this policy. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 18 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. You will promptly reimburse us for any amount within the Self-Insured Retention paid by us on your behalf. SECTION VII—DEFINITIONS 1. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. Auto means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. 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 resulting from physical injury, sickness, or disease to that person. 4. Covered auto means only an auto for which coverage is provided by underlying insurance. 5. 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. 6. Employee includes a leased worker. Employee does not include a temporary worker. 7. Executive officer means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 8. First named insured means the person or organization shown as the Named Insured in the Declarations or, if more than one name appears, the Named Insured listed first in the Declarations. 9. Fungi means any type or form of fungus including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi. 10. Hostile fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. 11. Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because: a. It incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment, or removal of your product or your work; or LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 19 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. Your fulfilling the terms of the contract or agreement. 12. Insured contract means: a. A contract for 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 temporarily occupied by you with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your employees, of any auto. However, such contract or agreement shall not be considered an insured contract to the extent that it obligates you or any of your employees to pay for property damage to any auto rented or leased by you or any of your employees; or g. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for bodily injury or property damage to a third person or organization, provided the bodily injury or property damage is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs f. and g. above do not include that part of any contract or agreement: (1) That indemnifies a railroad for bodily injury or property damage arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an auto to you or any of your employees, if the auto is loaned, leased or rented with a driver; (3) That holds a person or organization engaged in the business of transporting property by auto for hire harmless for your use of a covered auto over a route or territory that the person or organization is authorized to serve by public authority; (4) That indemnifies an architect, engineer, or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (5) 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 Paragraph (4) above and supervisory, inspection, architectural or engineering activities. 13. 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. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 20 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 14. Loading or unloading means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or auto; b. While it is in or on an aircraft, watercraft or auto; or c. While it is being moved from an aircraft, watercraft or auto to the place where it is finally delivered; but loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or auto. 15. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; and f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, mobile equipment does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where such vehicles are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered autos. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 21 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 16. Occurrence means, with respect to: a. 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; b. Personal and advertising Injury, an offense or series of related offenses. All damages that arise from the same act, publication or general conditions are considered to arise out of the same occurrence, regardless of the frequency or repetition thereof, the number or kind of media used or the number of claimants; c. Employee Benefits Liability, an act, error or omission or a series of related acts, errors or omissions negligently committed in the administration of the Named Insured's employee benefit program. 17. Other insurance means any valid and collectible policies of insurance providing coverage for damages covered in whole or in part by this policy. Other insurance does not include underlying insurance, any amount shown in the Declarations as a Self- Insured Retention or any insurance specifically written as excess over this policy. 18. Personal and advertising injury means injury arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. Wrongful eviction from, wrongful entry into or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your advertisement; or g. Infringing upon another's copyright, trade dress or slogan in your advertisement. Bodily injury that arises out of personal and advertising injury will be considered personal and advertising injury. 19. Policy period means the period of time from the effective date of this policy shown in Item 2. of the Declarations to the earlier of the expiration, termination or cancellation date of this policy. 20. Pollutants mean 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. 21. Products-completed operations hazard: a. Includes all bodily injury and property damage occurring away from premises you own or rent and arising out of your product or your work except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. Your work will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 22 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (b) When all of the work to be done at the site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement but which is otherwise complete, will be treated as completed. b. This hazard does not include bodily injury or property damage arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you created by the loading or unloading of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment, or abandoned or unused materials. 22. Property damage means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall 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. 23. Retained limit means as to each occurrence the greater of: a. The total applicable limits of the underlying insurance plus any other insurance available to the insured; or b. The Self-Insured Retention shown in the Declarations as a result of any one occurrence not covered by underlying insurance nor any other insurance. The Self-Insured Retention does not apply to occurrences that would have been covered by underlying insurance but for the exhaustion of applicable limits. 24. Spouse means any husband, wife or partner in a marriage or civil union or any person qualifying as a domestic partner under any federal, state or local laws or under the Named Insured's employee benefit program. 25. Suit means a civil proceeding in which damages because of any liability to which this insurance applies are alleged. Suit includes: a. An arbitration proceeding in which such damages are claimed and can be awarded and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and can be awarded and to which the insured submits with our consent. 26. 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. 27. Underlying insurance means the policy or policies of insurance or self-insurance listed in the Declarations under the Schedule of Underlying Insurance. 28. Underlying insurer means any insurer who provides underlying insurance. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 23 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 29. 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 who is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. Your product: a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. Your work: a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts, or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your work; and (2) The providing of or failure to provide warnings or instructions. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 24 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent chat you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement is executed by the Premium$ Effective date F-spiraticrn Date For attachment to Policy No_ VVC pp 03 13 1983 National Council on Compensation Insurance. Page 1 of 1 Ed.41111984