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CENTRE FOR ORGANIZATION EFFECTIVENESS, THE
INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES A 2_I CITY CLERK N-2024-380 DATE: DEC D 2 EREEMENT WITH THE CENTRE FOR ORGANIZATION EFFECTIVENESS TO CONDUCT TEAM BUILDING SESSIONS 0 . LD (o) THIS AGREEMENT is made and entered into on this 25th day of November, 2024 by and between it Q StPui�rke Centre For Organization Effectiveness, an independent tax-exempt public agency created by t e City of San Diego and the San Diego County Water Authority ("Consultant"), 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. The City desires to retain a Consultant having special skill and knowledge in the field of conducting a full -day team -building session for the Library Department for its All Staff Professional Development Day on December 4, 2024. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 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 Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A and Exhibit B, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant 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 during the term of this Agreement shall not exceed $13,200.00, which is comprised of: (1) a base amount of $12,000.00; and (2) a contingency amount of $1,200.00 for additional and as -needed services, to be exercised at City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (AC") transfers. Consultant 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 Consultant's account(s) with financial institutions. Page 1 of 9 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. ciNMEN-9WITMA This Agreement shall commence on the date first written above through June 30, 2025, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Consultant has developed prior to this Agreement, and may modify for the purposes of this Agreement, various proprietary instructional materials and activities, including but not limited to PowerPoint presentations and handouts. Such materials and activities shall remain Consultant's property, and City may not duplicate, modify, distribute, or otherwise use such materials without Consultant's prior written permission. Consultant may use various assessments as part of the delivery of services under this Agreement. Some of these assessments are copyrighted by third parties, for which Consultant represents that it is authorized and/or licensed to use; some are proprietary tools developed by Consultant. To ensure the validity of the data collected from self -assessments completed by Page 2 of 9 individuals, Consultant will only share those data with each individual respondent. In the case of assessments where the focus is a department or the entire organization, Consultant and City will agree prior to the administration of the assessment which data will be shared with City. To ensure data validity and for other reasons, once assessment administration has begun, City may not alter the Agreement about what data will be shared. Consultant will retain ownership of assessment data to inform ongoing and future services to City. Consultant will not share or otherwise distribute these data to any third party. 6. INSURANCE Consultant shall procure and maintain for the duration of the agreement, the following insurance coverages: Minimum Scope and Limit of Insurance. Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • 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 $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 8 (hired autos) and Code 9 (nonowned autos), with combined single limits of $1,000,000. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000. • Workers' Compensation (W/C): 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, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees. • If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, equipment, and personnel furnished in connection with such work or operations. • All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and Page 3 of 9 volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City. • All required insurance policies: For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Permittee's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non -renewal due to non-payment. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza M-XX (Responsible Staff's Department Mail Box), Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. City may require Consultant 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. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Permittee shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Permittee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: • The retroactive date must be shown and must be before the date of the contract or the beginning of work. • Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. Page 4 of 9 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, Company must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors. Consultant shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub -contractors. 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. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, 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 Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from 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 events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant 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 Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to Page 5 of 9 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightfid possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In Page 6 of 9 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 Consultant. 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 Consultant 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. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant 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 Consultant 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 Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. 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. 17. 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 Page 7 of 9 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. 18. PROFESSIONAL LICENSES Consultant 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. Consultant 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. 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: To City: City Clerk 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, Library Services City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 To Consultant: The Centre For Organization Effectiveness Attn: Greg Harkless 3914 Murphy Canyon Road A164 San Diego, CA 92123 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 Page 8 of 9 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. 20. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF ANTA Jennifer L. all lvaro Nunez er City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B Jonathan T. Martin Assistant City Attorney RECOMMENDED FOR APPROVAL: Brian Sternberg Executive Director Library Services Agency CONSULTANT: 4L Sommer Kehrli (Nov 26, 202411:38 PST) By: Sommer Kehrli Title: Chief Executive Officer Page 9 of 9 EXHIBIT A SCOPE OF SERVICES SCOPE OF SERVICES VENDOR INFORMATION: Name: The Centre For Organization Effectiveness Address: 3914 Murphy Canyon Road Al64, San Diego, CA 92123 Phone Number: 619-354-5701 Website: wtwv.tcfoe.com Email Addresses: Greg Harkless (Chief Administrative Officer- coordinate contract process) gharkless cr tcfoe.com Johanna Benson (Program Manager- coordinate executive of scope of services) ibensonn2tcfoe.com Sommer Kehrli (Chief Executive Officer- signatory) skehrli ,tcfoe.com EVENT: Library Services Agency: All Staff Professional Development Day LOCATIONS: • Delhi Community Center, 505 E Central Ave, Santa Ana, CA 92707 • City Hall, 20 Civic Ctr. Plaza, M-75, Santa Ana, CA 92702 TERM: December 4, 2024 — June 30, 2025 COMPENSATION: $12,000.00 DESCRIPTION: The Library will partner with The Centre For Organization Effectiveness (TCFOE) for Library Services Agency: All Staff Professional Development Day. Under TCFOE, Consultant Gladys Lars, M.B.A. will lead a full -day team -building session for the Library Department Wednesday, December 4, 2024 from 9:00a.m. — 4: 00p.m. at the Delhi Community Center, 505 E Central Ave, Santa Ana, CA 92707. Approximately two weeks later, Consultant Lars will conduct a 3-hour follow-up session with Library Leadership Team at City Hall, 20 Civic Ctr. Plaza, M-75, Santa Ana, CA 92702. Library Services Director, Brian Sternberg and Library Operations Manager, Hong Ha will oversee and be present the entire event. TCFOE will be compensated for $12,000,00 for their services. Participation is limited to the active FT and PT employees (about 73-80) of the Library Services Agency during the Term Time. EXHIBIT B CONSULTANT'S PROPOSAL AND FEE SCHEDULE THE CENTRE LIBRARY DEPT. TEAM BUILDING - FALL 2024 GoFORORGANIZATION EFFECTIVENESS CSNTAA001 Proposal Revised: October 10, 2024 Inspiring Excellence in Leaders and Organizations The Centre's purpose is to advance the publicgood by inspiring excellence in leaders at alllevels in community -serving organizations— publicsector, nonprofit education, and healthcare —and by helping them positively affect people's lives. Since 1993, The Centre has partnered with hundreds of such organizations to drive important outcomes. We look forward to working with you on this important work. 610101M The City of Santa Ana has requested the Centre for Organization Effective ness to provide consulting services in the form of a full -day Library Department Team Building event, and follow-up session with leadership to be planned in December 2024 (team building event tentatively scheduled on 12/04/2024). Flow of the Day (approximately 9am — 4pm) • Breakfast (provided by the City) • Kickoff and Welcome by the Director • Welcome by the City Manager • Discover Your Strengths: Using the CliftonStrengths Tool • Lunch (provided by the City) • World Cafe - rotate to stations in groups of 5-8 (thank you cards, work/life balance reflection, wellness station, Ask Director anything, Strengths reflection/application, selfie station, etc.). The Centre will supply an additional staff person to support the consultant with this part of the day. • Wrap -Up Approximately two weeks afterthe teambuilding day (or maybe a bit more or a little less with the holiday season), pull togetherthe Library Leadership Team (LILT) to look at department's strengths and discuss how to cultivate positive changes creating more psychological safety and encouraging communication. The Centre Facilitator will guide this discussion. The following services are included in this scope of work: • Intake call with leadership to support session design, desired outcomes, and communication efforts • Design and facilitation of 8-hour Team Building session • Debrief/planning meeting with leadership to discuss session outcomes and areas of focus for the follow-up leadership session • Design and facilitation of 3-hour Follow-up Leadership session • Administration of CliftonStrengths (top 5) for up to 80team members The Centre for Organization Effectiveness / 3914 Murphy Canyon Road A164, San Diego, CA 92123 / 619-354-5701 / tcfoe.com Travel expenses to support the in -person Team Building Event and Follow-up Leadership Session are included in this scope of work. All other services are anticipated to be delivered virtually. If additional in -person meetings are requested by the client, travel expenses will be billed at cost (per IRS mileage rates at time of travel). CONSULTANTS GLADYS LARS, M.B.A Gladys Lars, a former Accenture consultant and executive coach, brings over 25 years of experience to her role as a strategic partner, specializing in helping organizations, teams, and leaders achieve their goals. With executive roles at Walt Disney Studios, Warner Bros, and Kaiser Permanente, Gladys has successfully led major organizational transformations to align with business priorities. Having collaborated with over 350 leaders, she excels at recognizing important patterns, explaining them clearly, and assisting leaders in making informed decisions to improve performance. Gladys served as the Executive Director at Kaiser Permanente, where she turned around an underperforming call center with over 350 employees in just 12 weeks. By identifying root issues, developing effective workforce strategies, and inspiring leadership and staff, she eliminated unproductive activities and improved overall performance. Passionate about coaching, Gladys is dedicated to bringing out the best in people. Focusing on individual strengths, she nurtures uniqueness and builds strong partnerships to support clients in achieving their goals. Originally from South Korea, Gladys moved to the United States at the age of 14, adding diverse perspectives to her coaching approach. In her free time, Gladys enjoys savoring Korean cuisine, indulging in water-skiing adventures, and cherishing moments with her loved ones. Gladys holds an MBA from the Graziadio School of Business, Pepperdine University and a BA in Psychology from the University of California, Berkeley. She is an Associate Certified Coach (ACC) with the International Coaching Federation (ICF), a Gallup -Certified Strengths - Coach, Certified Executive Coach, Certified Career Coach, a Stanford Certified Project Manager (SCPM), and Six Sigma Black Belt Certified (SSBBC) The Centre for Organization Effectiveness/ 3914 Murphy Canyon Road A164, San Diego, CA 92123 f 619-354-5701 / tcfoe.com COST ESTIMATE The cost estimate for this project is $12,000. Support requested by the Client that extends beyond the scope of this proposal will be billed at an hourly rate of $335. Additional materials and expenses, if any, will be billed at cost. BILLING All projects are billed on a net-30 basis. This project will be billed on the schedule below. Any charges in addition to those outlined in this scope that result from Client requests will be billed on the first subsequent installment. The Centre reserves the right to amend this billing schedule if the project is placed on hold (e.g., the client opts to pause work), or if the client and The Centre mutually agree to rescope the project. The Centre will submit invoices to the person or people listed below. Please notify your Centre Project Manager if any of the information is inaccurate. BillingContact(s): Brian Sternberg Email Addresses(s): Bsternberg@santa-ana.org TERMS AND CONDITIONS • If additional support is requested beyond this scope, a new proposal will be required. • If additional materials are requested, those will be billed at cost. • The client will provide the location, all A/V equipment, flipchart stand/paper (as needed), and food. • If the scope extends pastJune 2025, the client will be invoiced for services rendered through June 2025 and the remaining services upon the next project installment or upon completion of the project • This proposal and pricing are valid through 6/30/25. The Centre for Organization Effectiveness / 3914 Murphy Canyon Road A164, San Diego, CA 92123 / 619-354-5701 / tcfoe.com TCFOE - Consultant Agreement v.2 (2024) - CAO signed - signed -signed Final Audit Report 2024-11-26 Created: 2024-11-26 By: Ella Sepulveda (msepulveda@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAnag4yxhtVMcc2uoUYvkDHYbYbit9RX71 "TCFOE - Consultant Agreement v.2 (2024) - CAO signed - sign ed -signed" History Document created by Ella Sepulveda (msepulveda@santa-ana.org) 2024-11-26 - 7:45:00 PM GMT 7+ Document entailed to Brian Sternberg (bsternberg@santa-ana.org) for signature 2024-11-26 - 7:45:12 PM GMT Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2024-11-26 - 7:45:25 PM GMT b© Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signature Date: 2024-11-26 - 7:45:54 PM GMT -Time Source: server Agreement completed. 2024-11-26 - 7:45:54 PM GMT Q Adobe Acrobat Sign SANUItU-19 ORTP DATE110/8/ 024 10/8/2024 ,acoRO` 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 endorsements . PRODUCER Fusco & Orsini Insurance Services, Inc. 5095 Murphy Canyon Road, Suite 200 San Diego, CA 92123 CONTACT AME: jalcD, ao, Ezt: (858) 384-1506 (AIC No :(800) 209-9298 EbMAriEss: service@foagency.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Philadelphia Indemnity Ins. Co. 18058 INSURED INSURER B:SirluS oint America Insurance Company 38776 INSURER C: San Diego Centre For Organization Effectiveness INSURER D 3914 Murphy Canyon Rd #A164 San Diego, CA 92123 INSURER E NSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 ADDLSUBR INSD MD POLICY NUMBER POLICYEFF POLICYEXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X X PHPK2619252 12/712023 121712024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) 100,000 $ MED EXP (Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY JECT LOC GENERAL AGGREGATE $ 2,00%000 GEHL X PRODUCTS - COMP/OP AGG $ 2,000,000 % OTHER: APOMOBILE LIABILITY EOMBINdEED SINGLE LIMIT rU $ 1,000,000 BODILY INJURY Par person)$ ANY AUTO X X PHPK2619252 121712023 121712024 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Peracckhst $ PeOacc tlent AMAGE $ ALKYDS ONLY X AUT09 ONLB $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICERMIEMBDER EXCLUDED ECUTIVE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WC72861000 7211012023 1211012024 X PER OTH- STATUTE ER EL EACH ACCIDENT 1,000,000 $ E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liab PHPK2619252 121712023 121712024 Aggregate Limit 2,000,000 A Professional Liab PHPK2619252 1217/2023 121712024 Each Incident 1,000,000 DESCRIPTION OF OPERATIONS ILOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Santa Ana, its City Council, its officers, officials, employees, agents, & volunteers are named as additional insured per endorsement on gGL CG2037 (04113). Primary wording PI-GL-005 (7112) and waivers of subrogation apply to the general liability. Additional insured & Primary wording apply per PI-Mani-1 (1100) with waiver of subrogation per CA04444 (3110) to the BA. 30 Cancellation applies to the GL & BA. Waiver of subrogation applies to the Workers Compensation. APPROVED By Cynthia Mora at 12:55 pm, Nov 26, 2024 CERTIFICATE HOLDER CANCELL SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Santa Ana 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE 'CvltY) ACORD 25 (2016103) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0% of the California workers' compensation premium otherwise due on such remuneration. PERSON OR ORGANIZATION Any person or organization as Required by written contract within states covered under this policy. SCHEDULE JOB DESCRIPTION APPROVED By Cynthia Mora at 12:56 pm, Nov 26, 2024 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 12-10-23 Policy No. WC128610 Endorsement No. Insured San Diego Centre For Organization Effectiveness Premium $ Incl . Insurance Company SiriusPoint America Insurance Company Countersigned By 91998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual © 1999. PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 09/20/2024 Name of Person or Organization (Additional Insured): City of Santa Ana, its City Councl, its officers, offiiciala, emplloyees, agents & volunteers 20 Civic Center Plaza Santa Ana, Ca 92701 APPROVED By Cynthia Mora at 12:56 pm, Nov 26, 2024 SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 48 of 48 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: PHPK2619252 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: City of Santa Ana, its City Council, its officers, officials, employees, agents, I Information required to complete this Schedule if not shown above, will be shown in the Declarations. 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 we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. APPROVED By Cynthia Mora at 12:56 pm, Nov 26, 2024 CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 0 PI-CA-023 (07/19) 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 GARAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The fallowing is added to the Other Insurance Condition in the Business Auto 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 the Garage 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". APPROVED By Cynthia Mora at 12:56 pm, Nov 26, 2024 PI-CA-023 (07119) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with permission. COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or de- livering to us advance written notice of cancel- lation. 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to US. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rate. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suf- ficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; IL 00 17 11 98 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named in- sured. If you die, your rights and duties will be trans- ferred to your legal representative but only while acting within the scope of duties as your legal rep- resentative. Until your legal representative is ap- pointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. APPROVED By Cynthia Mora at 12:56 pm, Nov 26, 2024 IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 POLICY NUMBER: PHPK2619252 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: San Diego Centre for Endorsement Effective Date: 09/20/2024 SCHEDULE Name(s) Of Person(s) Or Organ ization(s): City of Santa Barbara, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident" or the 'loss" under a contract with that person or organization. APPROVED By Cynthia Mora at 12:56 pm, Nov 26, 2024 CA 04 44 03 10 © Insurance Services Office, Inc., 2009 Page 25of 25 ❑ SANDIEG-19 ORTPA1 ,d►coRo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/23/2025 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 CONTACT NAME: Fusco&Orsini Insurance Services,Inc. PHONE FAX 5095 Murphy Canyon Road,Suite 200 (A/C,No,Ext):(858) 384-1506 No):(800)209-9298 San Diego,CA 92123 E-MAIL-ADDRESS:service@foagency.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:All merica Financial Benefit Insurance Co 41840 INSURED INSURER B:The Hanover Insurance Company 22292 San Diego Centre For Organization Effectiveness INSURERC:Pie Insurance 3914 Murphy Canyon Rd#A164 INSURER D:The Hanover Casualty Company 41602 San Diego,CA 92123 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR Z23J909524 12/7/2024 12/7/2025 DAMAGE TO RENTED 1,000,000 X X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO LOC PRODUCTS-COMP/OPAGG $ Included OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000 000 Ea accident $ ANY AUTO X X AH3J928000 12/7/2024 12/7/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION X PER AND EMPLOYERS'LIABILITY STATUTE EERR Y/N WCP11700351000 12/10/2024 12/10/2025 1,000,000 ANY PROPRIETOR/EXCLUDED? R/EXECUTIVE N/A E.L.EACH ACCIDENT $ OF EXCLUDED? LyJ(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,U00 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liab LH3J91345900 12/7/2024 12/7/2025 Each Claim 1,000,000 D Professional Liab LH3J91345900 12/7/2024 12/7/2025 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its City Council,its officers,officials,employees,agents,&volunteers are named as an additional insured on the general liability & business auto with waiver of subrogation and primary wording per the attached endorsements.Waiver of subrogation applies to the Workers Compensation. APPROVED By Tu Tran Nguyen at 12:33 pm,Feb 03,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE 'A'V_t ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Dig ita ne ly sigd by Tu Tran Tu Tran Nguyen 9 yel Date:2025.02.03 12:34:26-08'00' Z23J909524 001001835 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SMALL COMMERCIAL LIABILITY COMPANION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES Page SECTION I—ADDITIONAL INSURED PROVISIONS 2 A. Automatic Additional Insured Provisions Including Primary and Non-contributory 2 4. Additional Insureds 2 a. Broad Form Vendors 3 b. Co-owner of Insured Premises 3 c. Controlling Interest 3 d. Mortgagee, Assignee, or Receiver 4 e. Grantor of Franchise 4 f. Lessor of Leased Equipment 4 g. Manager or Lessor of Premises 4 B. Additional Insured by Contract, Agreement or Permit With Completed Operations and 4 Primary and Non-contributory SECTION II—COVERAGE EXTENSIONS 5 A. Supplementary Payments Extension 5 B. Alienated Premises 5 C. Broad Form Property Damage Legal Liability 6 D. Broad Form Property Damage—Borrowed Equipment, Customers' Goods, Use of 6 Elevators E. Incidental Malpractice— Employed Nurses, EMT's and Paramedics 6 F. Personal and Advertising Injury—Broad Form 6 G. Product Recall Expense Product Recall Expense Each Occurrence Limit$25,000 6 Product Recall Expense Aggregate Limit$50,000 Product Recall Deductible$500 H. Who is an Insured Amended "Employees" Redefined 8 Subsidiaries Newly Acquired or Formed Organizations— 180 Days I. Limits of Insurance Amended: Aggregate Limits of Insurance Per Location 9 Products-Completed Operations Aggregate—Twice the Each Occurrence Limit J. Blanket Waiver of Subrogation 9 K. Unintentional Failure to Disclose Hazards 9 L. Unintentional Failure to Notify/Knowledge of an Occurrence 9 M. Medical Expenses—Three Years to Report 9 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 1 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23J909524 001001835 SECTION III—ADDITIONAL CONDITIONS 9 A. Liberalization 9 B. Concealment, Misrepresentation or Fraud 10 C. Insurance Under Two or More Coverages 10 SECTION IV— EXCLUSIONS 10 A. Coverage A—Bodily Injury and Property Damage Liability and Coverage B— Personal and 10 Advertising Injury Exclusions Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability 10 Aircraft Products, Grounding and Testing 10 Professional Services 11 Unmanned Aircraft 11 B. Coverage A—Bodily Injury and Property Damage and Coverage C—Medical Payments 12 Exclusions Nuclear Energy Liability 12 C. Amended Exclusion With Coverage Extension 13 Aircraft(Other Than Unmanned Aircraft), Auto or Watercraft 13 SECTION V—AMENDED DEFINITIONS 13 "Bodily Injury" 14 "Products—Completed Operations Hazard" 14 "Property Damage" 14 SECTION I—ADDITIONAL INSURED PROVISIONS e. Does not apply if the "bodily injury", A. Automatic Additional Insured Provisions "property damage" or "personal and Including Primary and Non-contributory: advertising injury" is otherwise excluded from coverage under this Coverage Part, 1. SECTION II — WHO IS AN INSURED is including any endorsements thereto. amended to include as an insured any person or organization described in paragraphs 4.a f. Does not apply to any person or through 4.g. below, whom you agree to add as organization included as an insured by an Additional Insured. another endorsement issued by us and 2. However, the insurance afforded to such made part of this Coverage Part. Additional Insured described below: 3. The most we will pay on behalf of the Additional Insured for a covered claim is the lesser of the a. Only applies to the extent permitted by law. amount of insurance: b. Will not be broader than the insurance a. Required by the applicable written contract, which you are required by the written agreement or permit, if any; or contract, agreement or permit, if any, to provide for such additional insured. b. Available under the applicable Limits of Insurance shown in the Declarations or any c. Applies on a primary basis and we will not endorsement to the policy. seek contribution from any other insurance available to the Additional Insured, if that is 4. Additional Insureds required by an applicable written contract, The following persons or organizations qualify agreement or permit. as additional insureds under this endorsement: d. Will not be broader than coverage provided to any other insured. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 2 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 The following is added to SECTION II — WHO container, part or ingredient of any IS AN INSURED: other thing or substance by or for a. Broad Form Vendors the vendor; (1) Any person or organization that is a (h) "Bodily injury" or "property vendor with whom you agreed in a damage" arising out of the sole written contract or agreement to negligence of the vendor for its include as an additional insured under own acts or omissions or those of this Coverage Part is an insured, but its employees or anyone else only with respect to liability for "bodily acting on its behalf. However, this injury"or"property damage"arising out exclusion does not apply to: of"your products"which are distributed (i) The exceptions contained or sold in the regular course of the within the exclusion in vendor's business. paragraphs (d) or(f) above; or (2) With respect to insurance afforded to (ii) Such inspections, such vendors, the following additional adjustments, tests or servicing exclusions apply: as the vendor has agreed to The insurance afforded to the vendor make or normally undertakes does not apply to: to make in the usual course of business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by reasons of the assumption of (i) "Bodily injury" or "property liability in a contract or agreement. damage" arising out of an This exclusion does not apply to "occurrence"that took place before liability for damages that the you have signed the contract or insured would have in the absence agreement with the vendor. of the contract or agreement; (j) Any insured person or (b) Any express warranty organization, from whom you have unauthorized by you; acquired such products, or any ingredient, part or container, (c) Any physical or chemical change in entering into, accompanying or the product made intentionally by containing such products. the vendor; b. Co-owner of Insured Premises (d) Repackaging, unless unpacked solely for the purpose of Any person or organization who is a co- inspection, demonstration, testing, owner of premises described in the or the substitution of parts under declarations. Such person(s) or instruction from the manufacturer, organization(s) is an insured only with and then repackaged in the original respect to their liability as co-owner of the co-owned premises. container; (e) Any failure to make such c. Controlling Interest inspection, adjustments, tests or Any person or organization that has a servicing as the vendor has agreed majority controlling interest in you, but only to make or normally undertakes to with respect to their liability arising out of: make in the usual course of (1) Their financial control of you; or business in connection with the sale of the product; (2) Premises they own, maintain or control ( Demonstration, installation, while you lease or occupy these premises. servicing or repair operations, except such operations performed This insurance does not apply to structural at the vendor's premises in alterations, new construction and connection with the sale of the demolition operations performed by or for product; such additional insured. (g) Products which, after distribution d. Mortgagee, Assignee, or Receiver or sale by you, have been labeled Any mortgagee, assignee or receiver, but or relabeled or used as a only with respect to their liability as 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 3 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 mortgagee, assignee, or receiver and the acts or omissions of those acting on your arising out of the ownership, maintenance behalf, but only with respect to: or use of a premises by you. a. Premises you own, rent, lease or occupy; This insurance does not apply to structural b. Your ongoing operations for the additional alterations, new construction or demolition insured(s) designated in the written operations performed by or for such contract, agreement or permit; additional insured. c. "Your work" included in the "products- completed operations hazard", but only if: Any person or organization who is a grantor (1) The written contract, agreement or of a franchise to you, but only with respect permit requires you to provide such to their liability as grantor of a franchise to coverage to the additional insured; and you. (2) This Coverage Part provides coverage f. Lessor of Leased Equipment for"bodily injury" or"property damage" Any person or organization from whom you included within the "products- lease equipment is also an additional completed operations hazard". insured, but only with respect to liability for 2. The insurance afforded to such additional "bodily injury", "property damage" or insured described above: "personal and advertising injury"caused, in whole or in part, by your maintenance, a. Only applies to the extent permitted by law. operation or use of equipment leased to b. Will not be broader than the insurance you by such person or organization. which you are required by the written However, the insurance afforded to such contract, agreement or permit to provide for additional insured does not apply to any such additional insured. "occurrence" that takes place after the c. Applies on a primary basis and we will not equipment lease expires. seek contribution from any other insurance g. Manager or Lessor of Premises available to the Additional Insured, if that is Any person or organization from whom you required by the written contract, agreement or permit. lease premises is also an additional insured, but only with respect to liability d. Does not apply if the "bodily injury", arising out of the ownership, maintenance "property damage", or "personal and or use of that part of the premises leased to advertising injury" arises out of sole you. negligence of the additional insured. However, this provision does not apply to: e. Will not be broader than coverage provided (1) Any"occurrence"that takes place after to any other insured. you cease to be a tenant in the f. Does not apply if the "bodily injury", premises. "property damage" or "personal and advertising injury" is otherwise excluded (2) Structural alterations, new construction from coverage under this Coverage Part, or demolition operations performed by including any endorsements thereto. or for such additional insured(s). B. Additional Insured by Contract, Agreement or g• Does not apply unless the written contract or agreement was executed or permit was Permit With Completed Operations and Primary issued prior to the "bodily injury", "property and Non-contributory damage", or "personal and advertising 1. Any person or organization who does not injury". qualify as an Additional Insured in A. h. Does not apply to any person or Automatic Additional Insured Provisions organization included as an insured by Including Primary and Non-contributory, 4. another endorsement issued by us and Additional Insureds, paragraphs a.through g. made part of this Coverage Part. above with whom you agreed in a written contract, agreement or permit to add as an i. Does not apply to any lessor of equipment additional insured on your policy is an after the equipment lease expires. additional insured only with respect to liability j. Does not apply to any: for "bodily injury", "property damage", or (1) Owners or other interests from whom "personal and advertising injury" caused, in land has been leased if the whole or in part, by your acts or omissions, or "occurrence"takes place or the offense 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 4 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 is committed after the lease for the land b. Up to $2500 for cost of bail bonds required expires; or because of accidents or traffic law (2) Managers or lessors of premises if: violations arising out of the use of any vehicle to which Bodily Injury Liability (a) The "occurrence" takes place or Coverage applies. We do not have to the offense is committed after you furnish these bonds. cease to be a tenant in that premises; or c. The cost of bonds to release attachments, but only for bond amounts within our Limit (b) The bodily injury", property of Insurance. We do not have to furnish damage", "personal and these bonds. advertising injury" arises out of structural alterations, new con- d. All reasonable expenses incurred by the struction or demolition operations insured at our request to assist us in the performed by or on behalf of the investigation or defense of the claim or manager or lessor. "suit", including actual loss of earnings up to $500 a day because of time off from k. Does not apply to "bodily injury", "property work. damage" or "personal and advertising injury" arising out of the rendering of or the e. All court costs taxed against the insured in failure to render any professional services. the"suit". However, these payments do not include attorneys' fees or attorneys' This exclusion applies even if the claims expenses taxed against the insured. against any insured allege negligence or other wrongdoing in the supervision, hiring, f. Prejudgment interest awarded against the employment,training or monitoring of others by insured on that part of the judgment we that insured, if the "occurrence" which caused pay. If we make an offer to pay the Limit of the "bodily injury" or "property damage" or the Insurance,we will not pay any prejudgment offense which caused the "personal and interest based on that period of time after advertising injury" involved the rendering of or the offer. failure to render any professional services by or g. All interest on the full amount of any for you. judgment that accrues after entry of the 3. With respect to the insurance afforded to these judgment and before we have paid, offered additional insureds, the following is added to to pay, or deposited in court the part of the SECTION III— LIMITS OF INSURANCE: judgment that is within our Limit of Insurance. The most we will pay on behalf of the additional insured for a covered claim is the lesser of the These payments will not reduce the Limits of amount of insurance: Insurance. 1. Required by the written contract, B. Alienated Premises agreement or permit described in B. SECTION I — COVERAGES, COVERAGE A — Additional Insured by Contract, BODILY INJURY AND PROPERTY DAMAGE Agreement or Permit With Completed LIABILITY,2.Exclusions,j.Damage to Property, Operations and Primary and Non- paragraph (2) is replaced by the following: contributory, paragraph 1. or (2) Premises you sell, give away or abandon, if the 2. Available under the applicable Limits of "property damage" arises out of any part of Insurance shown in the Declarations or any those premises and occurred from hazards that endorsement to this policy. were known by you, or should have reasonably This provision shall not increase the applicable been known by you, at the time the property Limits of Insurance shown in the Declarations. was transferred or abandoned. SECTION II—COVERAGE EXTENSIONS A. Supplementary Payments Extension C. Broad Form—Property Damage Legal Liability SECTION I — COVERAGES, SUPPLEMENTARY The following is added to SECTION III -LIMITS OF PAYMENTS—COVERAGES A AND B, paragraph INSURANCE, Paragraph 6. 1. is replaced by the following: The Damages to Premises Rented to You Limit 1. We will pay, with respect to any claim we shown on the Declarations will apply to a claim investigate or settle, or any "suit" against an because of "property damage" to any one insured we defend: premises, while rented to you, or in the case of a. All expenses we incur. damage by fire, while rented to you or temporarily 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 5 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 occupied by you with permission of the owner. If the F. Personal and Advertising Injury—Broad Form General Aggregate Limit shown on the Declarations 1. SECTION I—COVERAGES, COVERAGE B— is less than $1,000,000, for the purpose of the PERSONAL AND ADVERTISING INJURY Damages To Premises Rented to You coverage LIABILITY, 2. Exclusions, e. Contractual only, the General Aggregate Limit will be equal to Liability is deleted. the Damage to Premises Rented to You Limit shown on the Declarations. The Damage to 2. SECTION V — DEFINITIONS, 14. "Personal Premises Rented to You Limit does not and should and advertising injury", paragraph b. is not be construed to increase the General replaced by the following: Aggregate Limit except as provided in the limited b. Malicious prosecution or abuse of process. circumstance described in this paragraph. 3. The following is added to SECTION V — D. Broad Form Property Damage — Borrowed DEFINITIONS, 14. "Personal and advertising Equipment, Customers' Goods, Use of injury": Elevators "Discrimination" (unless insurance thereof is 1. The following is added to SECTION I — prohibited by law) that results in injury to the COVERAGES, COVERAGE A — BODILY feelings or reputation of a natural person, but INJURY AND PROPERTY DAMAGE only if such "discrimination" is: LIABILITY, 2. Exclusions, j. Damage to (1) Not done intentionally by or at the direction Property: of: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a (a) The insured; jobsite and not being used to perform (b) Any officer of the corporation, director, operations. stockholder, partner or member of the Paragraphs (3), (4) and (6) do not apply to insured; and "property damage" to "customers' goods"while (2) Not directly or indirectly related to an on your premises. "employee", nor to the employment, Paragraphs (3), (4) and (6) do not apply to the prospective employment or termination of use of elevators. any person or persons by an insured. 2. For the purposes of this endorsement, the 4. For purposes of this endorsement,the following following definition is added to SECTION V — definition is added to SECTION V — DEFINITIONS: DEFINITIONS: 1. "Customers' goods" means property of 1. "Discrimination" means the unlawful your customer(s) on your premises for the treatment of individuals based upon race, purpose of being: color, ethnic origin,gender, religion, age, or sexual preference. "Discrimination" does a. Worked on; or not include the unlawful treatment of b. Used in your manufacturing process. individuals based upon developmental, physical, cognitive, mental, sensory or 3. The insurance afforded under this provision is emotional impairment or any combination excess over any other valid and collectible of these. property insurance (including deductible) available to the insured whether primary, 5. This coverage does not apply if liability excess, contingent or on any other basis. coverage for"personal and advertising injury"is excluded either by the provisions of the E. Incidental Malpractice — Employed Nurses, Coverage Form or any endorsement thereto. EMT's and Paramedics With respect to the COMMERCIAL GENERAL G. Product Recall Expense LIABILITY COVERAGE form, SECTION II—WHO 1. SECTION I—COVERAGES, COVERAGE A— IS AN INSURED, paragraph 2.a.(1)(d) and with BODILY INJURY AND PROPERTY DAMAGE respect to the SMALL COMMERCIAL LIABILITY LIABILITY, 2. Exclusions, n. Recall of COMPANION endorsement, SECTION IV — Products, Work or Impaired Property is EXCLUSIONS, A. Professional Services do not replaced by the following: apply to a nurse, emergency medical technician or n. Recall of Products, Work or Impaired paramedic employed by you if you are not engaged Property in the business or occupation of providing medical, Damages claimed for any loss, cost or paramedical, surgical, dental, x-ray or nursing expense incurred by you or others for the services. loss of use, withdrawal, recall, inspection, 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 6 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 repair, replacement, adjustment, removal (1) Insureds; or disposal of: (2) "Covered Recalls" initiated; or (1) "Your product"; (3) Number of "your products" withdrawn (2) "Your work"; or or recalled. (3) "Impaired property"; b. The Product Recall Expense Aggregate if such product, work or property is Limit is the most we will reimburse you for withdrawn or recalled from the market or the sum of all "product recall expenses" from use by any person or organization incurred for all "covered recalls" initiated because of a known or suspected defect, during the policy period. deficiency, inadequacy or dangerous c. The Product Recall Each Occurrence Limit condition in it, but this exclusion does not is the most we will pay in connection with apply to "product recall expenses"that you any one defect or deficiency. incur for the "covered recall" of "your d. All "product recall expenses" in connection product" if the "covered recall"was initiated with substantially the same general harmful during the policy period. condition will be deemed to arise out of the However, the exception to the exclusion same defect or deficiency and considered does not apply to"product recall expenses" one "occurrence". resulting from: e. Any amount reimbursed for "product recall (4) Failure of any products to accomplish expenses" in connection with any one their intended purpose; "occurrence" will reduce the amount of the (5) Breach of warranties of fitness, quality, Product Recall Expense Aggregate Limit durability or performance; available for reimbursement of "product recall expenses" in connection with any (6) Loss of customer approval, or any cost other defect or deficiency. incurred to regain customer approval; f. If the Product Recall Expense Aggregate (7) Redistribution or replacement of "your Limit has been reduced by reimbursement product" which has been recalled by of "product recall expenses" to an amount like products or substitutes; that is less than the Product Recall (8) Caprice or whim of the insured; Expense Each Occurrence Limit, the (9) A condition likely to cause loss of which remaining Aggregate Limit is the most that any insured knew or had reason to will be available for reimbursement of know at the inception of this insurance; "product recall expenses" in connection with any other defect or deficiency. (10)Asbestos, including loss, damage or clean up resulting from asbestos or g• Product Recall Deductible asbestos containing materials; or We will only pay for the amount of"product (11)Recall of "your products" that have no recall expenses"which are in excess of the known or suspected defect solely $500 Product Recall Deductible. The because a known or suspected defect Product Recall Deductible applies in another of"your products" has been separately to each "covered recall". The found. limits of insurance will not be reduced by the amount of this deductible. 2. The following is added to SECTION II — WHO IS AN INSURED, paragraph 3.b.: We may, or will if required bylaw, pay all or any part of any deductible amount, if "Product recall expense" arising out of any applicable. Upon notice of our payment of withdrawal or recall that occurred before you a deductible amount, you shall promptly acquired or formed the organization. reimburse us for the part of the deductible 3. The following is added to SECTION III — amount we paid. LIMITS OF INSURANCE: The Product Recall Expense Limits of Product Recall Expense Limits of Insurance Insurance apply separately to each a. The Limits of Insurance shown in the consecutive annual period and to any SUMMARY OF COVERAGES of this remaining period of less than 12 months, endorsement and the rules stated below fix starting with the beginning of the policy period the most that we will pay under this Product shown in the Declarations, unless the policy Recall Expense coverage regardless of the period is extended after issuance for an number of: additional period of less than 12 months. In that 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 7 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 case, the additional period will be deemed part (6) Expenses to rent additional of the last preceding period for the purposes of warehouse or storage space; determining the Limits of Insurance. (7) Disposal of"your product", but only 4. The following is added to SECTION IV — to the extent that specific methods COMMERCIAL GENERAL LIABILITY of destruction other than those CONDITIONS, 2. Duties in the Event of employed for trash discarding or Occurrence, Offense, Claim or Suit: disposal are required to avoid You must see to it that the following are done in "bodily injury" or "property the event of an actual or anticipated "covered damage" as a result of such recall" that may result in "product recall disposal, expense": you incur exclusively for the purpose of (1) Give us prompt notice of any discovery or recalling "your product"; and notification that "your product" must be b. Your lost profit resulting from such withdrawn or recalled. Include a description "covered recall". of "your product" and the reason for the 6. This Product Recall Expense Coverage does withdrawal or recall; not apply: Y: (2) Cease any further release, shipment, a. If the "products — completed operations consignment or any other method of hazard" is excluded from coverage under distribution of like or similar products until it this Coverage Part including any has been determined that all such products endorsement thereto; or are free from defects that could be a cause of loss under this insurance. b. To "product recall expense" arising out of 5. For the purpose of this endorsement, the any of "your products" that are otherwise excluded from coverage under this following definitions are added to SECTION V—DEFINITIONS: Coverage Part including endorsements. H. Who is an Insured Amended 1. "Covered recall" means a recall or withdrawal made necessary because you 1. SECTION II — WHO IS AN INSURED, or a government body has determined that paragraph 2.a.(1)(d) is replaced by the a known or suspected defect, deficiency, following: inadequacy, or dangerous condition in (d) Arising out of his or her providing or failing "your product"has resulted or is reasonably to provide professional services. expected to result in "bodily injury" or 2. Insured Employee Extension "property damage". The following is added to SECTION II —WHO 2. "Product recall expense(s)" means: IS AN INSURED, paragraph 2.a.(1)(a): a. Necessary and reasonable expenses With respect to "bodily injury" only, the for: limitations above do not apply to your (1) Communications, including radio "employees" as insureds with respect to or television announcements or damages caused by cardiopulmonary printed advertisements including resuscitation or first aid services administered stationary, envelopes and by such an "employee". postage; 3. Who is an Insured—Subsidiaries (2) Shipping the recalled products The following is added to SECTION II —WHO from any purchaser, distributor or IS AN INSURED: user to the place or places designated by you; Subsidiaries (3) Remuneration paid to your regular Any of your subsidiaries, other than a "employees" for necessary partnership or joint venture, that is not shown overtime; as a Named Insured in the Declarations is a (4) Hiring additional persons, other Named Insured if: than your regular"employees"; a. You maintain an ownership interest of more (5) Expenses incurred by"employees" than 50% in such subsidiary on the first day including transportation and of the policy period; and accommodations; b. Such subsidiary is not an insured under similar other insurance. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 8 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 No such subsidiary is an insured for "bodily existing as of the inception date of the policy injury" or "property damage" that occurred, or provided such failure is not intentional. "personal and advertising injury" caused by an L. Unintentional Failure to Notify/Knowledge of an offense committed: Occurrence c. Before you maintained an ownership The following is added to SECTION IV — interest or more than 50% in such COMMERCIAL GENERAL LIABILITY subsidiary; or CONDITIONS, 2. Duties in the Event of d. After the date, if any, during the policy Occurrence, Offense, Claim or Suit, paragraph period that you no longer maintain an a.: ownership interest of more than 50% in Your rights afforded under this Coverage Part shall such subsidiary. not be prejudiced if you fail to give us notice of an 4. Newly Acquired or Formed Organizations— "occurrence", offense, claim or"suit', solely due to 180 Days your reasonable and documented belief that the SECTION II — WHO IS AN INSURED, "bodily injury", "property damage" or"personal and paragraph 3.a. is replaced by the following: advertising injury" is not covered under this a. Coverage under this provision is afforded Coverage Part. only until the 180th day after you acquire or Knowledge of an "occurrence" or offense by an form the organization or the end of the agent or "employee" of the insured will not policy period, whichever is earlier. constitute knowledge by the insured, unless an "executive officer" of the insured knows about such I. Limits of Insurance Amended "occurrence" or offense. Failure of an agent or General Aggregate Limits of Insurance Per "employee"of the insured, other than an "executive Location officer" of the insured, to notify us of an The following is added to SECTION III—LIMITS OF "occurrence" or offense that such person knows INSURANCE: about will not affect the insurance afforded to you. The General Aggregate Limits of Insurance apply M. Medical Payments—Three Years to Report separately to each of your "locations" owned by or SECTION I — COVERAGES, COVERAGE C — rented to you. "Location" means premises involving MEDICAL PAYMENTS, 1. Insuring Agreement, the same or connecting lots, or premises whose paragraph a.(3)(b) is replaced by the following: connection is interrupted only by a street, roadway, (b) The expenses are incurred and reported to us waterway or right-of-way of a railroad. within three years of the date of the accident; J. Blanket Waiver of Subrogation and The following is added to SECTION IV — SECTION III—ADDITIONAL CONDITIONS COMMERCIAL GENERAL LIABILITY The following are added to SECTION IV — CONDITIONS, 8.Transfer of Rights of Recovery COMMERCIAL GENERAL LIABILITY CONDITIONS: Against Others to Us: A. Liberalization We waive any right of recovery we may have against any person or organization with whom you If,within 45 days prior to or during the policy period, have a written contract, agreement or permit to we adopt any revision that would broaden the waive any rights of recovery against such person or coverage under this policy without additional organization because of payments we make for premium, the broadened coverage will immediately injury or damage arising out of your ongoing apply to this policy. operations or "your work" done under a contract B. Concealment, Misrepresentation or Fraud with that person or organization and included in the This policy is void in any case of fraud by you as it "products-completed operations hazard". relates to this policy at any time. It is also void if you This condition does not apply to Medical Expenses or any other insured, at any time, intentionally Coverage. conceal or misrepresent a material fact concerning: K. Unintentional Failure to Disclose Hazards 1. This policy; SECTION IV — COMMERCIAL GENERAL 2. The Covered Property; LIABILITY CONDITIONS, 6. Representations is 3. Your interest in the Covered Property; or replaced by the following: 6. Representations 4. A claim under this policy. C. Insurance Under Two or More Coverages We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 9 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 It is our stated intent that the various Coverage ROMs,tapes,drives, cells,data processing devices Parts, forms, endorsements or policies issued to or any other repositories of computer software the named insured by us, or any company affiliated which are used with electronically controlled with us, do not provide any duplication or overlap of equipment. The term computer programs, referred coverage for the same claim, "suit", "occurrence", to in the foregoing description of electronic data, offense, accident, "wrongful act"or loss.We will not means a set of related electronic instructions which pay more than the actual amount of the loss or direct the operations and functions of a computer or damage. device connected to it, which enable the computer If this Coverage Part and any other Coverage Part, or device to receive, process,store, retrieve or send form, endorsement or policy issued to the named data. insured by us, or any company affiliated with us, Aircraft Products, Grounding and Testing apply to the same claim, "suit",occurrence,offense, (1) "Bodily injury", "property damage" or "personal accident, "wrongful act" or loss, the maximum Limit and advertising injury"arising out of: of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not (a) "Aircraft products" or reliance upon any exceed the highest applicable Limit of Insurance representation or warranty made with such under any one Coverage Part, form, endorsement product; or policy. (b) The "grounding" of any aircraft; or This condition does not apply to any Excess or (c) The "testing" of any aircraft. Umbrella Policy issued by us specifically to apply (2) For purposes of this Exclusion, the following as excess insurance over this policy. definitions apply: Y: SECTION IV—EXCLUSIONS (a) "Aircraft Products" means: A. The following are added to SECTION I — (i) Aircraft, including but not limited to COVERAGES, COVERAGE A—BODILY INJURY missiles, spacecraft, or any other AND PROPERTY DAMAGE LIABILITY, 2. aircraft goods or products you Exclusions and SECTION I — COVERAGES, manufacture, sell, handle or distribute; COVERAGE B — PERSONAL AND ADVERTISING INJURY, 2. Exclusions: (ii) Aircraft and any ground support or Access Or Disclosure Of Confidential Or control equipment used in connection Personal Information And Data-related Liability therewith; (iii) Any product provided by the insured Damages arising out of: and installed or used in connection with (1) Any access to or disclosure of any person's or any aircraft; organization's confidential or personal (iv) Any tooling used in respect to any information, including patents, trade secrets, aircraft; processing methods, customer lists, financial information, credit card information, health (v) Training and navigational aids, information or any other type of nonpublic instructions, manuals, blueprints, information; or engineering or other data in connection (2) The loss of, loss of use of, damage to, with any aircraft; corruption of, inability to access, or inability to (vi) Any advice, service or labor supplied manipulate electronic data. with any aircraft; or This exclusion applies even if damages are claimed (vii)Services you or others trading under for notification costs, credit monitoring expenses, your name provide or recommend for forensic expenses, public relations expenses or any use in the manufacture, repair, other loss, cost or expense incurred by you or operation, maintenance or use of any others arising out of that which is described in aircraft. paragraphs (1) or(2) above. (b) "Grounding" means the withdrawal of one However, unless paragraph (1) above applies, this or more aircraft from flight operations or the exclusion does not apply to damages because of imposition of speed, passenger or load "bodily injury". restrictions on such aircraft, due to the existence of or alleged or suspected As used in this exclusion, electronic data means existence of any defect, fault or condition: information, facts or computer programs stored as or on, created or used on, or transmitted to or from (i) In such aircraft or any part sold, computer software including systems and handled or distributed by you or that is applications software), on hard or floppy disks, CD- manufactured, assembled or 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 10 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 processed by any other person or (9) Optometry or optical or hearing aid services organization according to your including the prescribing, preparation, fitting, specifications, plans, suggestions, demonstration or distribution of ophthalmic orders or drawings; or lenses and similar products or hearing aid (ii) With tools, machinery or other devices; equipment furnished to such persons (10) Services in the practice of pharmacy; or organizations by you; (11) Management, Human Resource, Testing, whether such withdrawn aircraft are owned Media or Public Relations consulting services. or operated by the same or different This exclusion applies even if a claim alleges persons or organizations. negligence or other wrongdoing in the supervision, "Grounding"shall be deemed to commence hiring, employment, training or monitoring of others on the date of an "occurrence" which by an insured, if the"occurrence"which caused the discloses the necessity of"grounding"or on "bodily injury" or"property damage", or the offense the date an aircraft is first withdrawn from which caused the "personal and advertising injury", service because of such condition, involved the rendering of or failure to render any whichever comes first. professional service. (c) "Testing" means examination, observation, Unmanned Aircraft evaluation or measuring of the (1) "Bodily injury", "property damage" or "personal performance of "aircraft products", while and advertising injury" arising out of the either in the air or on the ground. ownership, maintenance, use or entrustment to Professional Services others of any aircraft that is an "unmanned "Bodily injury", "property damage", or"personal and aircraft". Use includes operation and "loading advertising injury" caused by the rendering of or and unloading". failure to render any professional service, advice or This paragraph applies even if the claims against instruction: any insured allege negligence or other wrongdoing (1) By any insured; or in the supervision, hiring, employment, training or monitoring of others by that insured, if the (2) On behalf of any insured; or "occurrence" which caused the "bodily injury" or (3) From whom any insured assumed liability by "property damage" or the offense which caused the reason of a contract or agreement, "personal and advertising injury" involved the regardless of whether any such service, advice or ownership, maintenance, use or entrustment to instruction is ordinary to any insured's profession. others of any aircraft that is an "unmanned aircraft". Professional services include but are not limited to: This paragraph does not apply to: (4) Legal, accounting or advertising services, (a) The use of another's advertising idea in your notary, title abstract, tax preparation, real "advertisement"; or estate, stockbroker, publishing, architects or (b) Infringing upon another's copyright, trade dress insurance services; or slogan in your"advertisement". (5) Preparing, approving, or failing to prepare or (2) For purposes of this endorsement,the following approve maps, drawings, opinions, reports, is added to SECTION V—DEFINITIONS: surveys, change orders, designs or "Unmanned aircraft" means an aircraft that is specifications; not: (6) Supervisory, inspection or engineering (a) Designed; services; (b) Manufactured; or (7) Any medical, surgical, dental, x-ray, nursing, health or therapeutic services, treatment, (c) Modified after manufacture; advice or instruction including, but not limited to be controlled directly by a person from within to, the prescribing, furnishing or dispensing of or on the aircraft. drugs; B. The following is added to SECTION I — (8) Any service, treatment, advice or instruction for COVERAGES, COVERAGE A—BODILY INJURY the purpose of appearance or skin AND PROPERTY DAMAGE LIABILITY, 2. enhancement, hair removal or replacement or Exclusions and SECTION I — COVERAGES, personal grooming, including body piercing COVERAGE C — MEDICAL PAYMENTS, 2. services or use or exposure to any sun lamp, Exclusions: tanning booth or other similar appliance; Nuclear Energy Liability 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 11 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 (1) "Bodily injury" or"property damage": Canada, this Exclusion (3) applies only to (a) With respect to which an insured under the "property damage"to such "nuclear facility" policy is also an insured under a nuclear and any property thereat. energy liability policy issued by the Nuclear (4) As used in this exclusion: Energy Liability Insurance Association, (a) "By-product material" has the meaning Mutual Atomic Energy Liability given it in the Atomic Energy Act of 1954 or Underwriters or Nuclear Insurance in any law amendatory thereof; Association of Canada, or would be an insured under any such policy but for its (b) "Hazardous properties" include termination upon exhaustion of its limit of radioactive, toxic or explosive properties; liability; or (c) "Nuclear facility" means: (b) Resulting from the "hazardous properties" (i) Any"nuclear reactor"; of "nuclear material" and with respect to (ii) Any equipment or device designed or which: used for: (i) Any person or organization is required 1) Separating the isotopes of uranium to maintain financial protection or plutonium; pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; 2) Processing or utilizing "spent fuel"; or or (i i) The insured is, or had this policy not 3) Handling, processing or packaging been issued would be, entitled to "waste"; indemnity from the United States of (iii) Any equipment or device used for the America, or any agency thereof, under processing, fabricating or alloying of any agreement entered into by the "special nuclear material" if at any time United States of America, or any the total amount of such material in the agency thereof, with any person or custody of the insured at the premises organization. where such equipment or device is (2) Under COVERAGE C — MEDICAL located consists of or contains more PAYMENTS,expenses incurred with respect to than 25 grams of plutonium or uranium "bodily injury" resulting from the "hazardous 233 or any combination thereof, or properties"of"nuclear material" and arising out more than 250 grams of uranium 235; of the operation of a "nuclear facility" by any (iv) Any structure, basin, excavation, person or organization. premises or place prepared or used for (3) "Bodily injury" or "property damage" resulting the storage or disposal of"waste"; from the"hazardous properties" of the "nuclear and includes the site on which any of the material"; if: foregoing is located, all operations (a) The "nuclear material": conducted on such site and all premises (i) Is at any"nuclear facility" owned by, or used for such operations; operated by or on behalf of, an insured; (d) "Nuclear material" means "source or material", "special nuclear material" or"by- (i i) Has been discharged or dispersed product material"; therefrom; (e) "Nuclear reactor" means any apparatus (b) The "nuclear material" is contained in designed or used to sustain nuclear fission "spent fuel" or "waste" at any time in a self-supporting chain reaction or to possessed, handled, used, processed, contain a critical mass of fissionable stored, transported or disposed of by or on material; behalf of an insured; or (f) "Property damage" includes all forms of (c) The "bodily injury" or "property damage" arises out of the furnishing by an insured of (g) radioactive contamination of property. "Source material" has the meaning given it services, materials, parts or equipment in in the Atomic Energy Act of 1954 or in any connection with the planning, construction, law amendatory thereof; maintenance, operation or use of any (h) "Special nuclear material" has the meaning "nuclear facility"; but if such facility is given it in the Atomic Energy Act of 1954 or located within the United States of in any law amendatory thereof; America, its territories or possessions or 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 12 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 (i) "Spent fuel" means any fuel element or fuel or use of aircraft (other than "unmanned- component, solid or liquid, which has been aircraft")or watercraft; or used or exposed to radiation in a "nuclear (e) "Bodily injury"or"property damage"arising reactor"; out of: (j) "Waste" means any waste material: (i) The operation of machinery or (i) Containing "by-product material" other equipment that is attached to, or part than the tailings or wastes produced by of, a land vehicle that would qualify the extraction or concentration of under the definition of "mobile uranium or thorium from any ore equipment" if it were not subject to a processed primarily for its "source compulsory or financial responsibility material" content; and law or other motor vehicle insurance or (ii) Resulting from the operation by any motor vehicle registration law where it person or organization of any "nuclear is licensed or principally garaged; or facility" included under paragraphs (i) (ii) The operation of any of the following and (ii) of the definition of "nuclear machinery or equipment: facility". 1) Cherry pickers and similar devices C. Amended Exclusion With Coverage Extension mounted on automobile or truck SECTION I — COVERAGES, COVERAGE A — chassis and used to raise or lower BODILY INJURY AND PROPERTY DAMAGE workers; and LIABILITY, 2. Exclusions, g. Aircraft, Auto or 2) Air compressors, pumps and Watercraft is replaced by the following: generators, including spraying, g. Aircraft (Other Than Unmanned Aircraft), welding, building cleaning, Auto or Watercraft geophysical exploration, lighting "Bodily injury" or"property damage" arising out and well-servicing equipment; or of the ownership, maintenance, use or (f) An aircraft(other than "unmanned aircraft") entrustment to others of any aircraft(other than that is: "unmanned aircraft"), "auto" or watercraft (i) Chartered by, loaned to, or hired by owned or operated by or rented or loaned to you with a paid crew; and any insured. Use includes operation and (ii) Not owned by any insured. "loading or unloading". SECTION V—AMENDED DEFINITIONS This paragraph g. applies even if the claims against any insured allege negligence or other A. SECTION V—DEFINITIONS, 3. "Bodily injury", 16. wrongdoing in the supervision, hiring, "Products—completed operations hazard", and 17. employment,training or monitoring of others by "Property damage" are replaced by the following: that insured, if the "occurrence" which caused 3. "Bodily injury" means bodily injury, sickness or the "bodily injury" or "property damage" disease sustained by a person, including death involved the ownership, maintenance, use or resulting from any of these at any time. "Bodily entrustment to others of any aircraft(other than injury" includes mental anguish or other mental "unmanned aircraft"), "auto"or watercraft that is injury resulting from "bodily injury". owned or operated by or rented or loaned to 16. "Products—completed operations hazard": any insured. This paragraph g. does not apply to: a. Includes all "bodily injury" and "property damage occurring away from premises (a) A watercraft while ashore on premises you you own or rent and arising out of "your own or rent; product" or"your work" except: (b) A watercraft you do not own that is: (1) Products that are still in your physical (i) Less than 51 feet long; and possession; or (ii) Not being used to carry persons or (2) Work that has not yet been completed property for a charge; or abandoned. However, "your work" will be deemed completed at the (c) Parking an "auto" on, or on the ways next earliest of the following times: to, premises you own or rent, provided the "auto" is not owned by or rented or loaned (a) When all of the work called for in to you or the insured; your contract has been completed. (d) Liability assumed under any "insured (b) When all of the work to be done at contract" for the ownership, maintenance the job site has been completed if 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 13 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy Z23 J909524 00 1001835 your contract calls for work at more unloading" of that vehicle by any than one job site. insured; or (c) When that part of the work done at (2) The existence of tools, uninstalled the job site has been put to its equipment or abandoned or unused intended use by any other person materials. or organization other than another 17. "Property damage" means: contractor or subcontractor working on the same project. a. Physical injury to tangible property, including all resulting loss of use of that Work that may need service, property. All such loss of use shall be maintenance, correction, repair or deemed to occur at the time of the physical replacement, but which is otherwise injury that caused it; or complete,will be treated as completed. b. Loss of use of tangible property that is not The bodily injury or property physically injured. All such loss of use shall damage" must occur away from be deemed to occur at the time of the premises you own or rent, unless your "occurrence"that caused it. business includes the selling, handling or distribution of "your product" for For the purposes of this insurance, electronic consumption on premises you own or data is not tangible property. rent. As used in this definition,electronic data means b. Does not include"bodily injury"or"property information, facts or programs stored as, damage" arising out of: created or used on, or transmitted to or from computer software, including systems and ('I) The transportation of property, unless applications software, hard or floppy disks, CD- the injury or damage arises out of a ROMs, tapes, drives, cells, data processing CD- condition in or on a vehicle not owned devices or any other media which are used with or operated by you, and that condition electronically controlled equipment. was created by the "loading or ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc.,with its permission. Page 14 of 14 Copyright 2019 The Hanover Insurance Company.All Rights Reserved. Insured Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.02 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person Or Organization Job Description Any person or organization as required by written contract within states covered under this policy. 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 12/10/2024 Policy No. WC PI 1700351-000 Endorsement No. Insured San Diego Centre For Organiza Insurance Company The Pie Insurance Company Countersigned By WC 04 03 06 (Ed. 04-84) Z23 J909524 00 1001835 IL 00 17 11 98 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation b. Give you reports on the conditions we find; 1. The first Named Insured shown in the and Declarations may cancel this policy by mailing c. Recommend changes. or delivering to us advance written notice of 2. We are not obligated to make any inspections, cancellation. surveys, reports or recommendations and any 2. We may cancel this policy by mailing or such actions we do undertake relate only to delivering to the first Named Insured written insurability and the premiums to be charged.We notice of cancellation at least: do not make safety inspections. We do not a. 10 days before the effective date of undertake to perform the duty of any person or cancellation if we cancel for nonpayment of organization to provide for the health or safety premium; or of workers or the public. And we do not warrant that conditions: b. 30 days before the effective date of cancellation if we cancel for any other a. Are safe or healthful; or reason. b. Comply with laws, regulations, codes or 3. We will mail or deliver our notice to the first standards. Named Insured's last mailing address known to 3. Paragraphs 1. and 2. of this condition apply not us. only to us, but also to any rating, advisory, rate 4. Notice of cancellation will state the effective service or similar organization which makes date of cancellation. The policy period will end insurance inspections, surveys, reports or on that date. recommendations. 5. If this policy is cancelled, we will send the first 4. Paragraph 2. of this condition does not apply to Named Insured any premium refund due. If we any inspections, surveys, reports or cancel, the refund will be pro rata. If the first recommendations we may make relative to Named Insured cancels,the refund may be less certification, under state or municipal statutes, than pro rata. The cancellation will be effective ordinances or regulations, of boilers, pressure even if we have not made or offered a refund. vessels or elevators. 6. If notice is mailed, proof of mailing will be E. Premiums sufficient proof of notice. The first Named Insured shown in the Declarations: B. Changes 1. Is responsible for the payment of all premiums; This policy contains all the agreements between and you and us concerning the insurance afforded. The 2. Will be the payee for any return premiums we first Named Insured shown in the Declarations is pay. authorized to make changes in the terms of this F. Transfer Of Your Rights And Duties Under This policy with our consent. This policy's terms can be Policy amended or waived only by endorsement issued by us and made a part of this policy. Your rights and duties under this policy may not be transferred without ourwritten consent except in the C. Examination Of Your Books And Records case of death of an individual named insured. We may examine and audit your books and records If you die, your rights and duties will be transferred as they relate to this policy at any time during the to your legal representative but only while acting policy period and up to three years afterward. within the scope of duties as your legal D. Inspections And Surveys representative. Until your legal representative is 1. We have the right to: appointed, anyone having proper temporary custody of your property will have your rights and a. Make inspections and surveys at any time; duties but only with respect to that property. IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 Insured Copy Hanover Insurance Group.. AH3 J928000 1001835 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Countersigned By: Named Insured: (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): BLANKET Al (If no entry appears above, information required to complete this endorsement will be shown in the Decla- rations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision con- tained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 Hanover Insurance Group.. AH3 J928000 1001835 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION IV - by the additional "insured" or by you, unless BUSINESS AUTO CONDITIONS, Paragraph B. that "auto" is a "trailer" connected to an General Conditions, subparagraph 5. Other "auto" owned by the additional "insured" or Insurance: by you; or Primary and Non-Contributory (3) When the additional "insured" is also an If you agree in a written contract, written additional "insured" under another liability agreement or written permit that the insurance policy. provided to a person or organization who B. This endorsement will apply only if the qualifies as an additional "insured" under "accident" occurs: SECTION II - LIABILITY COVERAGE, Paragraph 1. During the policy period; A.1. Who Is An Insured is primary and non-contributory, the following applies: 2. Subsequent to the execution of the written The liabilitycoverage provided b this Coverage contract or written agreement or the g p Y g issuance of the written permit; and Part is primary to any other insurance available to the additional "insured" as a Named Insured. 3. Prior to the expiration of the period of time We will not seek contribution from any other that the written contract, written agreement insurance available to the additional "insured" or written permit requires such insurance to except: be provided to the additional "insured". (1) For the sole negligence of the additional C. Coverage provided to an additional "insured" "insured"; or will not be broader than coverage provided to (2) For negligence arising out of the ownership, any other "insured" under this Coverage Part. maintenance or use of any "auto" not owned ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 461-0479 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc.,with its permission Page 1 of 1 Hanover Insurance Group.. AH3 J928000 1001835 IL02700720 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY)COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation 3. All Policies In Effect For More Than 60 Days Common Policy Condition are replaced by the a. If this policy has been in effect for more following: than 60 days, or is a renewal of a policy 2. All Policies In Effect For 60 Days Or Less we issued, we may cancel this policy only If this policy has been in effect for 60 days or upon the occurrence, after the effective less, and is not a renewal of a policy we date of the policy, of one or more of the have previously issued, we may cancel this following: policy by mailing or delivering to the first (1) Nonpayment of premium, including Named Insured, at the mailing address payment due on a prior policy we shown in the policy, and to the producer of issued and due during the current record, advance written notice of policy term covering the same risks. cancellation, stating the reason for (2) Discovery of fraud or material cancellation, at least: misrepresentation by: a. 10 days before the effective date of (a) Any insured or his or her cancellation if we cancel for: representative in obtaining this (1) Nonpayment of premium; or insurance; or (2) Discovery of fraud by: (b) You or your representative in (a) Any insured or his or her pursuing a claim under this policy. representative in obtaining this (3) A judgment by a court or an insurance; or administrative tribunal that you have (b) You or your representative in violated a California or Federal law, pursuing a claim under this policy. having as one of its necessary elements an act which materially b. 30 days before the effective date of increases any of the risks insured cancellation if we cancel for any other against. reason. IL 02 70 07 20 Copyright, Insurance Services Office, Inc., 2020 Page 1 of 4 (4) Discovery of willful or grossly B. The following provision is added to the negligent acts or omissions, or of any Cancellation Common Policy Condition: violations of state laws or regulations 7. Residential Property establishing safety standards, by you or your representative, which This provision applies to coverage on real materially increase any of the risks property which is used predominantly for insured against. residential purposes and consisting of not more than four dwelling units, and to (5) Failure by you or your representative coverage on tenants' household personal to implement reasonable loss control property in a residential unit, if such requirements, agreed to by you as a coverage is written under one of the condition of policy issuance, or which following: were conditions precedent to our use of a particular rate or rating plan, if Commercial Property Coverage Part that failure materially increases any of Farm Coverage Part - Farm Property - Farm the risks insured against. Dwellings, Appurtenant Structures And (6) A determination by the Commissioner Household Personal Property Coverage Form of Insurance that the: a. If such coverage has been in effect for 60 (a) Loss of, or changes in, our days or less, and is not a renewal of reinsurance covering all or part of coverage we previously issued, we may the risk would threaten our cancel this coverage for any reason, financial integrity or solvency; or except as provided in b. and c. below. (b) Continuation of the policy coverage b. We may not cancel this policy solely would: because the first Named Insured has: (i) Place us in violation of (1) Accepted an offer of earthquake California law or the laws of the coverage; or state where we are domiciled; (2) Cancelled or did not renew a policy or issued by the California Earthquake (ii) Threaten our solvency. Authority (CEA) that included an earthquake policy premium surcharge. (7) A change by you or your However, we shall cancel this policy if the representative in the activities or first Named Insured has accepted a new property of the commercial or or renewal policy issued by the CEA that industrial enterprise, which results in includes an earthquake policy premium a materially added, increased or surcharge but fails to pay the earthquake changed risk, unless the added, policy premium surcharge authorized by increased or changed risk is included the CEA. in the policy. b. We will mail or deliver advance written c. We may not cancel such coverage solely notice of cancellation, stating the reason because corrosive soil conditions exist on for cancellation, to the first Named the premises. This restriction (c.) applies Insured, at the mailing address shown in only if coverage is subject to one of the the policy, and to the producer of record, following, which exclude loss or damage at least: caused by or resulting from corrosive soil conditions: (1) 10 days before the effective date of cancellation if we cancel for (1) Commercial Property Coverage Part - nonpayment of premium or discovery Causes Of Loss - Special Form; or of fraud; or (2) Farm Coverage Part - Causes Of Loss (2) 30 days before the effective date of Form - Farm Property, Paragraph D. cancellation if we cancel for any other Covered Causes Of Loss- Special. reason listed in Paragraph 3.a. Page 2 of 4 Copyright, Insurance Services Office, Inc., 2020 IL 02 70 07 20 Hanover Insurance Group.. AH3 J928000 1001835 d. If a state of emergency under California a. If this policy provides coverage as Law is declared and the residential described in the preceding paragraph, property is located in any ZIP Code within and we elect not to renew this policy, we or adjacent to the fire perimeter, as will mail or deliver written notice, stating determined by California Law, we may the reason for nonrenewal, to the first not cancel this policy for one year, Named Insured shown in the beginning from the date the state of Declarations, and to the producer of emergency is declared, solely because record, at the mailing address shown in the dwelling or other structure is located the policy, at least 75 days, but not more in an area in which a wildfire has than 120 days, before the expiration or occurred. However, we may cancel: anniversary date. (1) When you have not paid the premium, If we fail to give the first Named Insured at any time by letting you know at shown in the Declarations notice of least 10 days before the date nonrenewal at least 75 days prior to the cancellation takes effect; policy expiration, as required in the (2) If willful or grossly negligent acts or paragraph above, this policy, with no omissions by the Named Insured, or change in its terms and conditions, shall his or her representatives, are remain in effect for 75 days from the date discovered that materially increase that the notice of nonrenewal is delivered any of the risks insured against; or or mailed to the Named Insured. A notice to this effect shall be provided by us to (3) If there are physical changes in the the first Named Insured with the notice of property insured against, beyond the nonrenewal. catastrophe-damaged condition of the structures and surface landscape, b. We may elect not to renew such coverage which result in the property becoming for any reason, except as provided in uninsurable. Paragraphs c., d. and e. below. C. The following is added and supersedes any c. We will not refuse to renew such provisions to the contrary: coverage solely because the first Named Nonrenewal Insured has accepted an offer of earthquake coverage. 1. Subject to the provisions of Paragraphs C.2. However, the following applies only to and C.3. below, if we elect not to renew this insurers who are associate participating policy, we will mail or deliver written notice, insurers as established by Cal. Ins. Code stating the reason for nonrenewal, to the first Section 10089.16. We may elect not to Named Insured shown in the Declarations, renew such coverage after the first and to the producer of record, at least 60 Named Insured has accepted an offer of days, but not more than 120 days, before the earthquake coverage, if one or more of expiration or anniversary date. the following reasons applies: We will mail or deliver our notice to the first (1) The nonrenewal is based on sound Named Insured, and to the producer of underwriting principles that relate to record, at the mailing address shown in the the coverages provided by this policy policy. and that are consistent with the 2. Residential Property approved rating plan and related This provision applies to coverage on real documents filed with the Department property used predominantly for residential of Insurance as required by existing purposes and consisting of not more than law; four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part - Farm Property - Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form IL 02 70 07 20 Copyright, Insurance Services Office, Inc., 2020 Page 3 of 4 (2) The Commissioner of Insurance finds However, we may nonrenew: that the exposure to potential losses (1) If willful or grossly negligent acts or will threaten our solvency or place us omissions by the Named Insured, or in a hazardous condition. A hazardous his or her representatives, are condition includes, but is not limited to, discovered that materially increase a condition in which we make claims any of the risks insured against; payments for losses resulting from an earthquake that occurred within the (2) If losses unrelated to the postdisaster preceding two years and that required loss condition of the property have occurred that would collectively a reduction in policyholder surplus of at least 25% for payment of those render the risk ineligible for renewal; claims; or or (3) We have: (3) If there are physical changes in the property insured against, beyond the (a) Lost or experienced a substantial catastrophe-damaged condition of the reduction in the availability or structures and surface landscape, scope of reinsurance coverage; or which result in the property becoming (b) Experienced a substantial increase uninsurable. in the premium charged for 3. We are not required to send notice of reinsurance coverage of our nonrenewal in the following situations: residential property insurance policies; and a. If the transfer or renewal of a policy, without any changes in terms, conditions the Commissioner has approved a or rates, is between us and a member of plan for the nonrenewals that is fair our insurance group. and equitable, and that is responsive to the changes in our reinsurance b. If the policy has been extended for 90 position. days or less, provided that notice has been given in accordance with Paragraph d. We will not refuse to renew such C.I. coverage solely because the first Named Insured has cancelled or did not renew a c. If you have obtained replacement policy, issued by the California coverage, or if the first Named Insured Earthquake Authority, that included an has agreed, in writing, within 60 days of earthquake policy premium surcharge. the termination of the policy, to obtain that coverage. e. We will not refuse to renew such coverage solely because corrosive soil d. If the policy is for a period of no more conditions exist on the premises. This than 60 days and you are notified at the restriction (e.) applies only if coverage is time of issuance that it will not be subject to one of the following, which renewed. exclude loss or damage caused by or e. If the first Named Insured requests a resulting from corrosive soil conditions: change in the terms or conditions or risks (1) Commercial Property Coverage Part - covered by the policy within 60 days of Causes Of Loss - Special Form; or the end of the policy period. (2) Farm Coverage Part- Causes Of Loss f. If we have made a written offer to the first Form - Farm Property, Paragraph D. Named Insured, in accordance with the Covered Causes Of Loss - Special. timeframes shown in Paragraph C.1., to renew the policy under changed terms or f. If a state of emergency under conditions or at an increased premium California Law is declared and the rate, when the increase exceeds 25%. residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not nonrenew this policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. Page 4 of 4 Copyright, Insurance Services Office, Inc., 2020 IL 02 70 07 20 Hanover Insurance Group.. AH3 J928000 1001835 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION IV - by the additional "insured" or by you, unless BUSINESS AUTO CONDITIONS, Paragraph B. that "auto" is a "trailer" connected to an General Conditions, subparagraph 5. Other "auto" owned by the additional "insured" or Insurance: by you; or Primary and Non-Contributory (3) When the additional "insured" is also an If you agree in a written contract, written additional "insured" under another liability agreement or written permit that the insurance policy. provided to a person or organization who B. This endorsement will apply only if the qualifies as an additional "insured" under "accident" occurs: SECTION II - LIABILITY COVERAGE, Paragraph 1. During the policy period; A.1. Who Is An Insured is primary and non-contributory, the following applies: 2. Subsequent to the execution of the written contract or written agreement or the The liability coverage provided by this Coverage issuance of the written permit; and Part is primary to any other insurance available to the additional "insured" as a Named Insured. 3. Prior to the expiration of the period of time We will not seek contribution from any other that the written contract, written agreement insurance available to the additional "insured" or written permit requires such insurance to except: be provided to the additional "insured". (1) For the sole negligence of the additional C. Coverage provided to an additional "insured" "insured"; or will not be broader than coverage provided to (2) For negligence arising out of the ownership, any other "insured" under this Coverage Part. maintenance or use of any "auto" not owned ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 461-0479 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc.,with its permission Page 1 of 1 Hanover Insurance Group.. AH3 J928000 1001835 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US(WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS 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: San Diego Centre For Organization Effectiveness Endorsement Effective Date: 12-7-2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): "BLANKET AS REQUIRED BY WRITTEN CONTRACT, AGREEMENT." Information required to complete this Schedule, if not shown above, will be shown in the Declarations The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. 461-0500 11 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 1 Hanover Insurance Group.. AH3 J928000 1001835 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 12-7-2024 Countersigned By: Named Insured: San Diego Centre For Organization Effectiveness (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): City of Santa Ana (If no entry appears above, information required to complete this endorsement will be shown in the Decla- rations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision con- tained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1