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Home My WebLink AboutBFSG, LLCINSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE-XPIRES 01to%IZ CITY CL6h DATE 1 % 2024 U r 1.Aswlo) �l Rp S: L Qtrt'LL" / AGREEMENT FOR ADMINISTRATIVE, INVESTMENT AND COMMUNICATION ADVISORY SERVICES BETWEEN BFSG, LLC AND CITY OF SANTA ANA A-2024-201 THIS AGREEMENT is made and entered into on this 1st day of January, 2025 by and between BFSG, LLC ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 19, 2024, the City issued a Request for Proposal No. 24-109 ("RFP"), by which it sought a contractor to provide Plan Administrative, Investment and Communication Advisory Services related to the 457 (b) Deferred Compensation Plan and Retirement Health Savings ("RHS") Plan. B. Contractor submitted a responsive proposal ("Proposal") that was selected by the City, and such Proposal is referenced herein as if set out in full. Contractor represents that it is able and willing to provide services described in the scope of work that was included in the REP. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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 Contractor 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 Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $175,000. 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 Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required Page 1 of 9 #449976v2 documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. 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. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant tip to one 2-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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 Contractor under this Agreement ("Documents & Data"). Contractor 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. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor 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. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which Page 2 of 9 #451059vl may arise from or in connection with services, produces and materials supplied to City. Total cost of such insurance shall be borne by Contractor. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), with limits no less than $1,000,000 combined single limits. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Coverage is not required if Contractor has no employees and signs request to waive such insurance. 4. Professional Liability (Errors and Omissions): Insurance appropriate to the Contractor's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Contractor maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The above required insurance policies are to contain, or be endorsed to contain, the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Contractor's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor under this Agreement. 3. For any claims related to this contract, Contractor'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. Page 3 of 9 #451059v1 4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor'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. 5. Insurance policies 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 notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Executive Director, Finance and Management Services Agency, 20 Civic Center Plaza M-17, Santa Ana, CA 92701. The name and location of project must 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. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability oflnsurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage Contractor shall furnish the City with original certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. 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 Contractor 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 Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of 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 Contractor Page 4 of 9 #451059vl 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 Contractor'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 Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor 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 Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to 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 Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor 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. Contractor 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 Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. Page 5 of 9 4451059vl 11, CONFLICT OF INTEREST CLAUSE Contractor 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 Contractor 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. Contractor 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 Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. 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 Contractor 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 Contractor, Contractor 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 Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor 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 Contractor to Page 6 of 9 4451059vl 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 Contractor 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 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 Contractor 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. Contractor 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 Page 7 of 9 #451059vl Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6956 To Contractor: Darren Stewart Principal, Sr. Retirement Plan Consultant 2040 Main Street, Suite 720 Irvine, CA 92614 Email: dstewart@bfsg.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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. [signatures on following page] Page 8 of 9 #451059vl IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney l Andrea Garcia -Miller Assistant City Attorney 1914906Uu ►� 0 4::":• K U ru,+ Ka�kY FDowns (Nov 18, 202417:43 PST) Kathryn Downs Executive Director Finance and Management Services Agency CITY OF SANTA ANA �lirnl Alvaro Nunez City Manager BFSG, LLC yot'� gi� Name:�at�f Title: V i 5 4''� rk Page 9 of 9 #449976v1 EXHIBIT A SCOPE OF SERVICES 0 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES The consultant shall perform services as set forth below: A. Administrative Responsibilities 1. Ensure plan design compliance. 2. Prepare an onboarding/implementation plan before commencing the service. 3. Provide regulatory/technical guidance. 4. Prepare an annual plan provider cost analysis. 5. Assist in development of Request for Proposals for Plan Provider, if needed. 6. Ensure best practices are met in the interest of the participants. B. Investment Responsibilities 1. Conduct up to four quarterly reviews of investment options. 2. Conduct due diligence on current investment options and make recommendations on alternative options. 3. Assist in implementing fund changes and transitions. 4. Maintain and revise the Investment Policy Statement for the Plan. 5. Attend on -site meetings and provided recorded minutes for each meeting/conference call. 6. Ensure best practices are met in the review & evaluation of investment options. C. Communication Responsibilities 1. Assist the Committee with developing marketing and education strategies for participants. 2. Assist the Committee with developing marketing & education materials. 3. Provide educational seminars that will supplement the seminars conducted by the Plan Provider. D. Fee and Cost Analysis 1. Periodically evaluate and benchmark all fees and costs associated with the plans, including fee structure. City of Santa Ana RFP No. 24-109 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable BFSG, LLC proposes to perform the services detailed throughout this RFP response for an annual fee of $35,000. Additionally, BFSG will likely match any lower priced proposal from a Registered Investment Advisory Firm with similar experience and qualifications. Participant Education and Financial Planning • Offer financial planning services to participants of the Plan conducted by a Certified Financial Plannerm professional (CFP®) with the ability to schedule appointments online • Provide one-on-one consultations including fiduciary -based point -in -time asset allocation advice to Plan participants • Provide participants access to BFSG's seasonal webinar series covering a variety of topics and including guest appearance from industry experts • Provide up to two (2) employer -specific seminars or webinars per year with topics fully customizable to Client needs • Access to BFSG's National Webinar Series containing educational content for plan sponsors and participants Agreement with BFSG LLC for Administrative Investment and Communication Advisory Services - 2024 - BFSG Signed Final Audit Report 2024-11-19 Created: 2024-11-18 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAoaJMRYC-91TxBON LxF67 AaM6W8unbY "Agreement with BFSG LLC for Administrative Investment and C ommunication Advisory Services - 2024 - BFSG Signed" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2024-11-18-11:59:19 PM GMT E'. Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2024-11-18 - 11:59:36 PM GMT 15 Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2024-11-19 - 1:42:42 AM GMT b© Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2024-11-19 - 1:43:00 AM GMT - Time Source: server Agreement completed. 2024-11-19 - 1:43:00 AM GMT Adobe Acrobat Sign Perez, Rosie From: City of Santa Ana <certificate-request@ctrax.jdidata.com> Sent: Monday, February 05, 2024 4:36 PM To: Perez, Rosie Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMillVT'TO THE CLERK OF THE COUNCIL Contractor BFSG, LLC Name: Project A-2019-037-01 Number: Project Independent Investment Advisory Services Pertaining to the City's 457 Name: Deferred Compensation Plan The Certificate of Insurance (COI) submitted indicates that the coverages comply with the insurance requirements. The compliant coverages) are: POLICY :EXPIRATIONS -TYPE OF INSURANCE I COI DATE FILE NAME NUMBER DATE I I City -of -Santa - AUTOMOBILE LIABILITY 73638051 01/01/2025 01/03/2024 i Ana_BFSG,-LLC_24- 25-BFSG,-LLC_1-3- (2024_2069094668_I.pdf __-__.__ __ City -of -Santa- SG GENERAL LIABILITY 36078990 01/01/2025 01/03/2024 Ana_BFLLC_24- 25-BFSG,-L,-LLC_I-3- 2024_2069094668_l.pdf PROFESSIONAL LIABILITY 47EPPI5094505 01/24/2025 01/18/2024 COI 1 for City of Santa Ana.pdf City -of -Santa - WORKERS COMPENSATION AND 71834772 01/01/2025 01/03/2024 Ana_BFSG,-LLC_24- EMPLOYERS' LIABILITY 25-BFSG,-LLC_1-3- 2024 2069094668 l.pdf No further action is required at this time. Thank you, 1 71/7/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hub International Northeast Limited PHONE FAX 401 Broadhallow Road, Suite 200 A/C No Ext: A/C,No): Melville NY 11747 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Federal Insurance Company 20281 INSURED INSURERB:ACE American Insurance Company 22667 BFSG, LLC c/o Focus Financial Partners, LLC INSURERC: 875 3rd Avenue, 28th Floor INSURERD: New York NY 10022 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:1152637249 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y Y 36078990 1/1/2026 1/1/2027 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY D PRO JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y 73638051 1/1/2026 1/1/2027 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ A X UMBRELLALIAB X OCCUR Y Y 56719868 1/1/2026 1/1/2027 EACH OCCURRENCE $25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $25,000,000 DED X RETENTION$1 n nnn $ B WORKERS COMPENSATION Y 71834772 1/1/2026 1/1/2027 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Blanket BPP Y Y 36078990 1/1/2026 1/1/2027 Limit $62,324,086 RC;Special form incl Theft Deductible $10,000 Blanket Business Income Limit:$51,637,130 72 hr waiting prd. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,officers,agents,employees,and volunteers are named as additionally insured on this policy pursuant to written contract,agreement,or memorandum of understanding. Such insurance as is afforded by this policy shall be primary,and any insurance carried by City shall be excess and noncontributory. Certificate of insurance shall provide thirty(30)day prior written notice of cancellation. 4APPROVED CERTIFICATE HOLDER CANCELLATION ay Tu Tran Nguyen at 10:15 am,Jun 29,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD A`oRo° CERTIFICATE OF LIABILITY INSURANCE 7OT6129/2026 IYYYY) 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 MARSH USA,LLC. NAME' PHONE FAX 1166 Avenue of the Americas (A/C,No Ext: A/C,No New York,NY 10036 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN131514932--Blend-26-27 INSURERA: Continental Casualty Company 20443 INSURED INSURER B: Ferdinand FFP Ultimate Holdings,LP 190 Carondelet PLZ STE 600 INSURER C: Clayton,MO 63105-3433 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-012648994-01 REVISION NUMBER: 1 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 ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A E&O 8045095989 05/01/2026 05/01/2027 Limits: 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED By Tu Tran Nguyen at 10:15 am,Jun 29,2026 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana,CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN131514932 LOC#: New York ACCOR o ADDITIONAL REMARKS SCHEDULE Page 2 of 3 AGENCY NAMED INSURED MARSH USA,LLC. Ferdinand FFP Ultimate Holdings,LP 190 Carondelet PLZ STE 600 POLICY NUMBER Clayton,MO 63105-3433 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Primary: Continental Casualty Company Policy number 8045095989 Limit:$5,000,000 1 st Excess: Berkshire Hathaway Specialty Insurance Company Policy number 47-EPF-150945-07 Limit:$5,000,000 excess$5,000,000 2nd Excess: XL Specialty Insurance Company Policy number ELU210273-26 Limit:$10,000,000 excess$10,000,000 3rd Excess: National Union Fire Insurance Company of Pittsburgh,PA Policy number 02-306-67-23 Limit:$5,000,000 excess$20,000,000 4th Excess: Fair American Insurance and Reinsurance Company Policy number MLX-1002381-00 Limit:$5,000,000 excess$25,000,000 5th Excess: Allied World Insurance Company Policy number 0314-1195 Limit:$5,000,000 excess$30,000,000 6th Excess: Berkley Insurance Company Policy number BPR08143078 Limit:$5,000,000 excess of$35,000,000 7th Excess: Mitsui Sumitomo Insurance Company ofAmerica Policy number PLM6026037 Limit:$5,000,000 excess of$40,000,000 8th Excess: Axis Insurance Company Policy number P-001-002007357-01 Limit:$5,000,000 excess of$45,000,000 9th Excess: HDI Global Insurance Company Policy number FRS-G-X-PL-00016079-05 Limit:$5,000,000 excess of$50,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN131514932 LOC#: New York ACCOR o ADDITIONAL REMARKS SCHEDULE Page 3 of 3 AGENCY NAMED INSURED MARSH USA,LLC. Ferdinand FFP Ultimate Holdings,LP 190 Carondelet PLZ STE 600 POLICY NUMBER Clayton,MO 63105-3433 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance 10Ih Excess: Ascot Insurance Company Policy number FIXS2610000916-01 Limit:$5,000,000 excess of$55,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LIST OF SUBSIDIARIES OF FERDINAND FFP ULTIMATE HOLDINGS,LP AS OF May b,2026 p Le al eofEntity nti 1. 2024 Transition,LLC Adero Partners,LLC 2. (fWa Vista Wealth Management Group,LLC 3. Alley Investment Management Company,LLC 4. Alpha Advice Australia Pty Ltd 5. 1 Alpha Asset Management Ply Ltd Altman Greenfield&Selvaggi Partners,LLC 6. (fWa Altman Greenfield&Selvaggi,LLC 7. Ancora Advisors LLC 8. Ancora Alternatives LLC 9. Ancora Holdings Group,LLC 10. Ancora Holdings Inc. 11. Ancora Insurance Solutions LLC Ancora Private Wealth Advisors,LLC 12. (fWa Ancora Family Wealth Advisors,LLC) 13. Ancora Retirement Plan Advisors,LLC 14. Apple MB,LLC 15. Aquarius Holding Company,LLC 16. ARS Wealth Advisors Group,LLC 17. Aa in Business Trust 18. Aspiri Financial Group Fly Ltd 19. As in Financial Ply Ltd 20. Aspin Financial Services Pty Ltd 21. Asset Advisor's Investment Management,LLC Atlas Private Wealth Management,LLC 22. (fWa Dion Money Management,LLC) 23. AXWM Holdings,LLC 24. Azimuth Capital Investment Management LLC' 25. BA Rollover LLC 26. Bad le helps Wealth Managers,LLC 27. Bartlett&Co.Wealth Management LLC LIST OF SUBSIDIARIES OF FERDINAND FFP ULTIMATE HOLDINGS,LP AS OF May b,2026 �! Le al eofEntity nte 28. Beaumont Financial Advisors,LLC 29. BFSG,LLC 30. Bordeaux Wealth Advisors LLC 31. Brady&Associates Pty.Ltd 32. Brownlie&Braden Advisors,LLC Buckingham Strategic Wealth,LLC 33. flk/a Buckingham Assel Management,LLC 34. Campbell Deegan Wealth Management,LLC Cardinal Paint Athlete Advisers ULC(Aka Gavin 35. Wealth&Wellness ULC 36. Cardinal Point Capital Management ULC Cardinal Point Risk Management ULC(f/k/a Gavin 37, Management ULC) 38. Cassaday&Co Wealth Management,LLC 39. CF04Life Group,LLC 40. CK Rollover,LLC Coastal Bridge Advisors Insurance,LLC(f/k/a 41. TrinityPoint Wealth Insurance,LLC) Coastal Bridge Advisors,LLC 42. (fAk a LLBH Private Wealth Management,LLC 43. Colony Funds FFO,LLC 44. Colony Funds,LLC Connectus AFSL Ltd 45. f!k/a Whitehaven Private Portfolios Ltd Connectus Group,LLC 46. (ffk/a Conexus Group,LLC) 47. Connectus Wealth Group Limited Connectus Wealth Limited 48. flk/a Trident Financial Planning Limited) 49. Connectus Wealth ManarememLimited Connectus Wealth,LLC 50. (f/kla Conexus Wealth,LLC) C H U B B° Liability Insurance Endorsement Policy Period JANUARY 1,2026 TO JANUARY 1,2027 Effective Date JANUARY 1,2026 Policy Number 3607-89-90 LIO Insured FOCUS FINANCIAL PARTNERS,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued JANUARY 7,2026 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB° Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 Workers'Compensation and Employers' Liability Policy Named Insured Endorsement Number FOCUS FINANCIAL PARTNERS, INC. 875 THIRD AVENUE 28TH FLOOR Policy Number NEW YORK NY 10022 Symbol: RWC Number: (27)7183-47-72 Policy Period Effective Date of Endorsement 01-01-2026 TO 01-01-2027 01-01-2026 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL OPERATIONS CONDUCTED BY AN INSURED PURSUANT TO SUCH WRITTEN CONTRACT 3. Premium: The premium charge for this endorsement shall be 1.0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: $0 Authorized Representative WC 90 03 75(05/18) COMMERCIAL AUTO CA 00 01 10 13 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. SECTION I —COVERED AUTOS Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos" that duties and what is and is not covered. are covered "autos" for each of your coverages. The Throughout this policy the words "you" and "your" following numerical symbols describe the "autos" that refer to the Named Insured shown in the Declarations. may be covered "autos". The symbols entered next to The words "we", "us" and "our" refer to the company a coverage on the Declarations designate the only providing this insurance. "autos"that are covered "autos". Other words and phrases that appear in quotation A. Description Of Covered Auto Designation marks have special meaning. Refer to Section V — Symbols Definitions. Symbol Description Of Covered Auto Designation Symbols 1 An "Auto" 2 Owned "Autos" Only those "autos"you own (and for Covered Autos Liability Coverage any Only "trailers"you don't own while attached to power units you own). This includes those "autos"you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger"autos"you own. This includes those private Passenger passenger"autos"you acquire ownership of after the policy begins. "Autos"Only 4 Owned Only those "autos"you own that are not of the private passenger type (and for "Autos"Other Covered Autos Liability Coverage any "trailers"you don't own while attached to Than Private power units you own). This includes those "autos" not of the private passenger Passenger type you acquire ownership of after the policy begins. "Autos"Only 5 Owned "Autos" Only those "autos"you own that are required to have no-fault benefits in the state Subject To where they are licensed or principally garaged. This includes those "autos"you No-fault acquire ownership of after the policy begins provided they are required to have no- fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Only those "autos"you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory Motorists Coverage. This includes those "autos"you acquire ownership of after the Uninsured policy begins provided they are subject to the same state uninsured motorists Motorists Law requirement. 7 Specifically Only those "autos"described in Item Three of the Declarations for which a Described premium charge is shown (and for Covered Autos Liability Coverage any"trailers" "Autos" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos"you lease, hire, rent or borrow. This does not include any "auto" Only you lease, hire, rent or borrow from any of your"employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Non-owned Only those "autos"you do not own, lease, hire, rent or borrow that are used in "Autos"Only connection with your business. This includes "autos" owned by your"employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households but only while used in your business or your personal affairs. CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 12 19 Mobile Only those "autos"that are land vehicles and that would qualify under the definition Equipment of"mobile equipment" under this policy if they were not subject to a compulsory or Subject To financial responsibility law or other motor vehicle insurance law where they are Compulsory Or licensed or principally garaged. Financial Responsibility Or Other Motor Vehicle Insurance Law Only B. Owned Autos You Acquire After The Policy SECTION II —COVERED AUTOS LIABILITY Begins COVERAGE 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered A. Coverage next to a coverage in Item Two of the We will pay all sums an "insured" legally must pay Declarations, then you have coverage for as damages because of"bodily injury" or"property "autos" that you acquire of the type described damage" to which this insurance applies, caused for the remainder of the policy period. by an "accident" and resulting from the ownership, 2. But, if Symbol 7 is entered next to a coverage maintenance or use of a covered "auto". in Item Two of the Declarations, an "auto" you We will also pay all sums an "insured" legally must acquire will be a covered "auto" for that pay as a "covered pollution cost or expense" to coverage only if: which this insurance applies, caused by an a. We already cover all "autos" that you own "accident" and resulting from the ownership, for that coverage or it replaces an "auto" maintenance or use of covered "autos". However, you previously owned that had that we will only pay for the "covered pollution cost or coverage; and expense" if there is either "bodily injury" or b. You tell us within 30 days after you acquire "property damage" to which this insurance applies it that you want us to cover it for that that is caused by the same "accident". coverage. We have the right and duty to defend any C. Certain Trailers, Mobile Equipment And "insured" against a "suit" asking for such damages Temporary Substitute Autos or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a If Covered Autos Liability Coverage is provided by "suit" seeking damages for "bodily injury" or this Coverage Form, the following types of "property damage" or a "covered pollution cost or vehicles are also covered "autos" for Covered expense" to which this insurance does not apply. Autos Liability Coverage: We may investigate and settle any claim or "suit" 1. "Trailers" with a load capacity of 2,000 pounds as we consider appropriate. Our duty to defend or or less designed primarily for travel on public settle ends when the Covered Autos Liability roads. Coverage Limit of Insurance has been exhausted 2. "Mobile equipment" while being carried or by payment of judgments or settlements. towed by a covered "auto". 1. Who Is An Insured 3. Any "auto" you do not own while used with the The following are "insureds": permission of its owner as a temporary a. You for any covered "auto". substitute for a covered "auto" you own that is out of service because of its: b. Anyone else while using with your permission a covered "auto" you own, hire a. Breakdown; or borrow except: b. Repair; (1) The owner or anyone else from whom c. Servicing; you hire or borrow a covered "auto". d. "Loss"; or This exception does not apply if the e. Destruction. covered "auto" is a "trailer" connected to a covered "auto"you own. Page 2 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 (2) Your "employee" if the covered "auto" is These payments will not reduce the Limit of owned by that "employee" or a member Insurance. of his or her household. b. Out-of-state Coverage Extensions (3) Someone using a covered "auto" while While a covered "auto" is away from the he or she is working in a business of state where it is licensed, we will: selling, servicing, repairing, parking or storing "autos" unless that business is (1) Increase the Limit of Insurance for yours. Covered Autos Liability Coverage to (4) Anyone other than your "employees", meet the limits specified by a partners (if you are a partnership), compulsory or financial responsibility law of the jurisdiction where the covered members (if you are a limited liability "auto" is being used. This extension company) or a lessee or borrower or does not apply to the limit or limits any of their "employees", while moving specified by any law governing motor property to or from a covered "auto". carriers of passengers or property. (5) A partner (if you are a partnership) or a (2) Provide the minimum amounts and member (if you are a limited liability types of other coverages, such as no- company) for a covered "auto" owned by fault, required of out-of-state vehicles by him or her or a member of his or her the jurisdiction where the covered "auto" household. is being used. c. Anyone liable for the conduct of an We will not pay anyone more than once for "insured" described above but only to the the same elements of loss because of extent of that liability. these extensions. 2. Coverage Extensions B. Exclusions a. Supplementary Payments This insurance does not apply to any of the We will pay for the "insured": following: (1) All expenses we incur. 1. Expected Or Intended Injury (2) Up to $2,000 for cost of bail bonds "Bodily injury" or "property damage" expected (including bonds for related traffic law or intended from the standpoint of the violations) required because of an "insured". "accident" we cover. We do not have to 2. Contractual furnish these bonds. (3) The cost of bonds to release Liability assumed under any contract or agreement. attachments in any "suit" against the "insured" we defend, but only for bond But this exclusion does not apply to liability for amounts within our Limit of Insurance. damages: (4) All reasonable expenses incurred by the a. Assumed in a contract or agreement that is "insured" at our request, including actual an "insured contract", provided the "bodily loss of earnings up to $250 a day injury" or "property damage" occurs because of time off from work. subsequent to the execution of the contract (5) All court costs taxed against the or agreement; or "insured" in any "suit" against the b. That the "insured" would have in the "insured" we defend. However, these absence of the contract or agreement. payments do not include attorneys' fees 3. Workers' Compensation or attorneys' expenses taxed against the Any obligation for which the "insured" or the "insured". "insured's" insurer may be held liable under (6) All interest on the full amount of any any workers' compensation, disability benefits judgment that accrues after entry of the or unemployment compensation law or any judgment in any "suit" against the similar law. "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 3 of 12 4. Employee Indemnification And Employer's b. After it is moved from the covered "auto" to Liability the place where it is finally delivered by the "Bodily injury"to: "insured". a. An "employee" of the "insured" arising out 8. Movement Of Property By Mechanical of and in the course of: Device (1) Employment by the "insured"; or "Bodily injury" or "property damage" resulting from the movement of property by a (2) Performing the duties related to the mechanical device (other than a hand truck) conduct of the "insured's" business; or unless the device is attached to the covered b. The spouse, child, parent, brother or sister "auto". of that "employee" as a consequence of 9. Operations Paragraph a. above. "Bodily injury" or "property damage" arising out This exclusion applies: of the operation of: (1) Whether the "insured" may be liable as a. Any equipment listed in Paragraphs 6.b. an employer or in any other capacity; and 6.c. of the definition of "mobile and equipment"; or (2) To any obligation to share damages with b. Machinery or equipment that is on, attached or repay someone else who must pay to or part of a land vehicle that would damages because of the injury. qualify under the definition of "mobile But this exclusion does not apply to "bodily equipment" if it were not subject to a injury" to domestic "employees" not entitled to compulsory or financial responsibility law or workers' compensation benefits or to liability other motor vehicle insurance law where it assumed by the "insured" under an "insured is licensed or principally garaged. contract". For the purposes of the Coverage 10. Completed Operations Form, a domestic "employee" is a person engaged in household or domestic work "Bodily injury" or "property damage" arising out performed principally in connection with a of your work after that work has been completed or abandoned. residence premises. 5. Fellow Employee In this exclusion, your work means: "Bodily injury"to: a. Work or operations performed by you or on a. Any fellow "employee" of the "insured" your behalf; and arising out of and in the course of the fellow b. Materials, parts or equipment furnished in "employee's" employment or while connection with such work or operations. performing duties related to the conduct of Your work includes warranties or your business; or representations made at any time with respect b. The spouse, child, parent, brother or sister to the fitness, quality, durability or performance of that fellow "employee" as a consequence of any of the items included in Paragraph a. or of Paragraph a. above. b. above. 6. Care, Custody Or Control Your work will be deemed completed at the "Property damage"to or"covered pollution cost earliest of the following times: or expense" involving property owned or (1) When all of the work called for in your transported by the "insured" or in the contract has been completed; "insured's" care, custody or control. But this (2) When all of the work to be done at the exclusion does not apply to liability assumed site has been completed if your contract under a sidetrack agreement. calls for work at more than one site; or 7. Handling Of Property (3) When that part of the work done at a job "Bodily injury" or "property damage" resulting site has been put to its intended use by from the handling of property: any person or organization other than another contractor or subcontractor a. Before it is moved from the place where it is working on the same project. accepted by the "insured" for movement into or onto the covered "auto"; or Page 4 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 Work that may need service, maintenance, Paragraphs b. and c. above of this exclusion correction, repair or replacement, but which is do not apply to "accidents" that occur away otherwise complete, will be treated as from premises owned by or rented to an completed. "insured" with respect to "pollutants" not in or 11. Pollution upon a covered "auto" if: "Bodily injury" or "property damage" arising out (a) The "pollutants" or any property in of the actual, alleged or threatened discharge, which the "pollutants" are contained dispersal, seepage, migration, release or are upset, overturned or damaged as escape of"pollutants": a result of the maintenance or use of a. That are, or that are contained in any a covered "auto"; and property that is: (b) The discharge, dispersal, seepage, migration, release or escape of the (1) Being transported or towed by, handled "pollutants" is caused directly by or handled for movement into, onto or such upset, overturn or damage. from the covered "auto"; 12. War (2) Otherwise in the course of transit by or on behalf of the "insured"; or "Bodily injury" or "property damage" arising directly or indirectly out of: (3) Being stored, disposed of, treated or processed in or upon the covered a. War, including undeclared or civil war; "auto"; b. Warlike action by a military force, including b. Before the "pollutants" or any property in action in hindering or defending against an which the "pollutants" are contained are actual or expected attack, by any moved from the place where they are government, sovereign or other authority accepted by the "insured" for movement using military personnel or other agents; or into or onto the covered "auto"; or c. Insurrection, rebellion, revolution, usurped c. After the "pollutants" or any property in power or action taken by governmental which the "pollutants" are contained are authority in hindering or defending against moved from the covered "auto" to the place any of these. where they are finally delivered, disposed of 13. Racing or abandoned by the "insured". Covered "autos" while used in any professional Paragraph a. above does not apply to fuels, or organized racing or demolition contest or lubricants, fluids, exhaust gases or other stunting activity, or while practicing for such similar "pollutants"that are needed for or result contest or activity. This insurance also does from the normal electrical, hydraulic or not apply while that covered "auto" is being mechanical functioning of the covered "auto" or prepared for such a contest or activity. its parts if: C. Limit Of Insurance (1) The "pollutants" escape, seep, migrate Regardless of the number of covered "autos", or are discharged, dispersed or released "insureds", premiums paid, claims made or directly from an "auto" part designed by vehicles involved in the "accident", the most we its manufacturer to hold, store, receive will pay for the total of all damages and "covered or dispose of such "pollutants"; and pollution cost or expense" combined resulting from (2) The "bodily injury", "property damage" or any one "accident" is the Limit Of Insurance for "covered pollution cost or expense" Covered Autos Liability Coverage shown in the does not arise out of the operation of Declarations. any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment". CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 5 of 12 All "bodily injury", "property damage" and "covered 3. Glass Breakage— Hitting A Bird Or Animal— pollution cost or expense" resulting from Falling Objects Or Missiles continuous or repeated exposure to substantially If you carry Comprehensive Coverage for the the same conditions will be considered as damaged covered "auto", we will pay for the resulting from one "accident". following under Comprehensive Coverage: No one will be entitled to receive duplicate a. Glass breakage; payments for the same elements of "loss" under this Coverage Form and any Medical Payments b. "Loss" caused by hitting a bird or animal; Coverage endorsement, Uninsured Motorists and Coverage endorsement or Underinsured Motorists c. "Loss" caused by falling objects or missiles. Coverage endorsement attached to this Coverage However, you have the option of having glass Part. breakage caused by a covered "auto's" SECTION III — PHYSICAL DAMAGE COVERAGE collision or overturn considered a "loss" under A. Coverage Collision Coverage. 1. We will pay for "loss" to a covered "auto" or its 4. Coverage Extensions equipment under: a. Transportation Expenses a. Comprehensive Coverage We will pay up to $20 per day, to a From any cause except: maximum of $600, for temporary (1) The covered "auto's" collision with transportation expense incurred by youbecause of the total theft of a covered another object; or "auto" of the private passenger type. We (2) The covered "auto's" overturn. will pay only for those covered "autos" for b. Specified Causes Of Loss Coverage which you carry either Comprehensive or Specified Causes Of Loss Coverage. We Caused by: will pay for temporary transportation (1) Fire, lightning or explosion; expenses incurred during the period (2) Theft; beginning 48 hours after the theft and ending, regardless of the policy's expiration, (3) Windstorm, hail or earthquake; when the covered "auto" is returned to use (4) Flood; or we pay for its "loss". (5) Mischief or vandalism; or b. Loss Of Use Expenses (6) The sinking, burning, collision or For Hired Auto Physical Damage, we will derailment of any conveyance pay expenses for which an "insured" transporting the covered "auto". becomes legally responsible to pay for loss c. Collision Coverage of use of a vehicle rented or hired without a driver under a written rental contract or Caused by: agreement. We will pay for loss of use (1) The covered "auto's" collision with expenses if caused by: another object; or (1) Other than collision only if the (2) The covered "auto's" overturn. Declarations indicates that Comprehensive Coverage is provided 2. Towing for any covered "auto"; We will pay up to the limit shown in the (2) Specified Causes Of Loss only if the Declarations for towing and labor costs Declarations indicates that Specified incurred each time a covered "auto" of the Causes Of Loss Coverage is provided private passenger type is disabled. However, for any covered "auto"; or the labor must be performed at the place of disablement. Page 6 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 (3) Collision only if the Declarations b. Any device designed or used to detect indicates that Collision Coverage is speed-measuring equipment, such as radar provided for any covered "auto". or laser detectors, and any jamming However, the most we will pay for any apparatus intended to elude or disrupt expenses for loss of use is $20 per day, to speed-measuring equipment. a maximum of$600. c. Any electronic equipment, without regard to B. Exclusions whether this equipment is permanently installed, that reproduces, receives or 1. We will not pay for"loss" caused by or resulting transmits audio, visual or data signals. from any of the following. Such "loss" is excluded regardless of any other cause or d. Any accessories used with the electronic event that contributes concurrently or in any equipment described in Paragraph c. sequence to the "loss". above. a. Nuclear Hazard 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by (1) The explosion of any weapon employing use of the power from the "auto's" electrical atomic fission or fusion; or system that, at the time of"loss", is: (2) Nuclear reaction or radiation, or a. Permanently installed in or upon the radioactive contamination, however covered "auto"; caused. b. Removable from a housing unit which is b. War Or Military Action permanently installed in or upon the (1) War, including undeclared or civil war; covered "auto"; (2) Warlike action by a military force, c. An integral part of the same unit housing including action in hindering or any electronic equipment described in defending against an actual or expected Paragraphs a. and b. above; or attack, by any government, sovereign or d. Necessary for the normal operation of the other authority using military personnel covered "auto" or the monitoring of the or other agents; or covered "auto's" operating system. (3) Insurrection, rebellion, revolution, 6. We will not pay for "loss" to a covered "auto" usurped power or action taken by due to "diminution in value". governmental authority in hindering or defending against any of these. C. Limits Of Insurance 2. We will not pay for "loss" to any covered "auto" 1. The most we will pay for: while used in any professional or organized a. "Loss" to any one covered "auto" is the racing or demolition contest or stunting activity, lesser of: or while practicing for such contest or activity. (1) The actual cash value of the damaged We will also not pay for "loss" to any covered or stolen property as of the time of the "auto" while that covered "auto" is being "loss"; or prepared for such a contest or activity. (2) The cost of repairing or replacing the 3. We will not pay for"loss"due and confined to: damaged or stolen property with other a. Wear and tear, freezing, mechanical or property of like kind and quality. electrical breakdown. b. All electronic equipment that reproduces, b. Blowouts, punctures or other road damage receives or transmits audio, visual or data to tires. signals in any one "loss" is $1,000, if, at the This exclusion does not apply to such "loss" time of"loss", such electronic equipment is: resulting from the total theft of a covered (1) Permanently installed in or upon the "auto". covered "auto" in a housing, opening or 4. We will not pay for "loss" to any of the other location that is not normally used following: by the "auto" manufacturer for the a. Tapes, records, discs or other similar audio, installation of such equipment; visual or data electronic devices designed for use with audio, visual or data electronic equipment. CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 7 of 12 (2) Removable from a permanently installed (2) The "insured's" name and address; and housing unit as described in Paragraph (3) To the extent possible, the names and b.(1) above; or addresses of any injured persons and (3) An integral part of such equipment as witnesses. described in Paragraphs b.(1) and b.(2) b. Additionally, you and any other involved above. "insured" must: 2. An adjustment for depreciation and physical (1) Assume no obligation, make no condition will be made in determining actual payment or incur no expense without cash value in the event of a total "loss". our consent, except at the "insured's" 3. If a repair or replacement results in better than own cost. like kind or quality, we will not pay for the (2) Immediately send us copies of any amount of the betterment. request, demand, order, notice, D. Deductible summons or legal paper received For each covered "auto", our obligation to pay for, concerning the claim or"suit". repair, return or replace damaged or stolen (3) Cooperate with us in the investigation or property will be reduced by the applicable settlement of the claim or defense deductible shown in the Declarations. Any against the "suit". Comprehensive Coverage deductible shown in the (4) Authorize us to obtain medical records Declarations does not apply to "loss" caused by or other pertinent information. fire or lightning. SECTION IV— BUSINESS AUTO CONDITIONS (5) Submit to examination, at our expense, by physicians of our choice, as often as The following conditions apply in addition to the we reasonably require. Common Policy Conditions: c. If there is "loss" to a covered "auto" or its A. Loss Conditions equipment, you must also do the following: 1. Appraisal For Physical Damage Loss (1) Promptly notify the police if the covered If you and we disagree on the amount of"loss", "auto" or any of its equipment is stolen. either may demand an appraisal of the "loss". (2) Take all reasonable steps to protect the In this event, each party will select a competent covered "auto" from further damage. appraiser. The two appraisers will select a Also keep a record of your expenses for competent and impartial umpire. The consideration in the settlement of the appraisers will state separately the actual cash claim. value and amount of"loss". If they fail to agree, (3) Permit us to inspect the covered "auto" they will submit their differences to the umpire. and records proving the "loss" before its A decision agreed to by any two will be repair or disposition. binding. Each party will: a. Pay its chosen appraiser; and (4) Agree to examinations under oath at our request and give us a signed statement b. Bear the other expenses of the appraisal of your answers. and umpire equally. 3. Legal Action Against Us If we submit to an appraisal, we will still retain No one may bring a legal action against us our right to deny the claim. under this Coverage Form until: 2. Duties In The Event Of Accident, Claim, Suit a. There has been full compliance with all the Or Loss terms of this Coverage Form; and We have no duty to provide coverage under b. Under Covered Autos Liability Coverage, this policy unless there has been full we agree in writing that the "insured" has an compliance with the following duties: obligation to pay or until the amount of that a. In the event of "accident", claim, "suit" or obligation has finally been determined by "loss", you must give us or our authorized judgment after trial. No one has the right representative prompt notice of the under this policy to bring us into an action "accident" or"loss". Include: to determine the "insured's" liability. (1) How, when and where the "accident" or "loss" occurred; Page 8 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 4. Loss Payment— Physical Damage 5. Other Insurance Coverages a. For any covered "auto" you own, this At our option, we may: Coverage Form provides primary a. Pay for, repair or replace damaged or insurance. For any covered "auto"you don't stolen property; own, the insurance provided by this Coverage Form is excess over any other b. Return the stolen property, at our expense. collectible insurance. However, while a We will pay for any damage that results to covered "auto" which is a "trailer" is the "auto"from the theft; or connected to another vehicle, the Covered c. Take all or any part of the damaged or Autos Liability Coverage this Coverage stolen property at an agreed or appraised Form provides for the "trailer" is: value. (1) Excess while it is connected to a motor If we pay for the "loss", our payment will vehicle you do not own; or include the applicable sales tax for the (2) Primary while it is connected to a damaged or stolen property. covered "auto"you own. 5. Transfer Of Rights Of Recovery Against b. For Hired Auto Physical Damage Coverage, Others To Us any covered "auto" you lease, hire, rent or If any person or organization to or for whom we borrow is deemed to be a covered "auto" make payment under this Coverage Form has you own. However, any "auto" that is rights to recover damages from another, those leased, hired, rented or borrowed with a rights are transferred to us. That person or driver is not a covered "auto". organization must do everything necessary to c. Regardless of the provisions of Paragraph secure our rights and must do nothing after a. above, this Coverage Form's Covered "accident" or"loss"to impair them. Autos Liability Coverage is primary for any B. General Conditions liability assumed under an "insured 1. Bankruptcy contract". Bankruptcy or insolvency of the "insured" or the d. When this Coverage Form and any other "insured's" estate will not relieve us of any Coverage Form or policy covers on the obligations under this Coverage Form. same basis, either excess or primary, we will pay only our share. Our share is the 2. Concealment, Misrepresentation Or Fraud proportion that the Limit of Insurance of our This Coverage Form is void in any case of Coverage Form bears to the total of the fraud by you at any time as it relates to this limits of all the Coverage Forms and Coverage Form. It is also void if you or any policies covering on the same basis. other "insured", at any time, intentionally 6. Premium Audit conceals or misrepresents a material fact a. The estimated premium for this Coverage concerning: Form is based on the exposures you told us a. This Coverage Form; you would have when this policy began. We b. The covered "auto"; will compute the final premium due when c. Your interest in the covered "auto"; or we determine your actual exposures. The estimated total premium will be credited d. A claim under this Coverage Form. against the final premium due and the first 3. Liberalization Named Insured will be billed for the balance, if any. The due date for the final If we revise this Coverage Form to provide premium or retrospective premium is the more coverage without additional premium date shown as the due date on the bill. If charge, your policy will automatically provide the estimated total premium exceeds the the additional coverage a the day the final premium due, the first Named Insured revision is effective in your state. will get a refund. 4. No Benefit To Bailee—Physical Damage b. If this policy is issued for more than one Coverages year, the premium for this Coverage Form We will not recognize any assignment or grant will be computed annually based on our any coverage for the benefit of any person or rates or premiums in effect at the beginning organization holding, storing or transporting of each year of the policy. property for a fee regardless of any other provision of this Coverage Form. CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 7. Policy Period, Coverage Territory 2. Any other land vehicle that is subject to a Under this Coverage Form, we cover compulsory or financial responsibility law or "accidents" and "losses" occurring: other motor vehicle insurance law where it is a. During the policy period shown in the licensed or principally garaged. Declarations; and However, "auto" does not include "mobile b. Within the coverage territory. equipment". C. "Bodily injury" means bodily injury, sickness or The coverage territory is: disease sustained by a person, including death (1) The United States of America; resulting from any of these. (2) The territories and possessions of the D. "Covered pollution cost or expense" means any United States of America; cost or expense arising out of: (3) Puerto Rico; 1. Any request, demand, order or statutory or (4) Canada; and regulatory requirement that any "insured" or others test for, monitor, clean up, remove, (5) Anywhere in the world if a covered contain, treat, detoxify or neutralize, or in any "auto" of the private passenger type is way respond to, or assess the effects of, leased, hired, rented or borrowed "pollutants"; or without a driver for a period of 30 days 2. Any claim or "suit" by or on behalf of a or less, governmental authority for damages because provided that the "insured's" responsibility to of testing for, monitoring, cleaning up, pay damages is determined in a "suit" on the removing, containing, treating, detoxifying or merits, in the United States of America, the neutralizing, or in any way responding to, or territories and possessions of the United States assessing the effects of, "pollutants". of America, Puerto Rico or Canada, or in a "Covered pollution cost or expense" does not settlement we agree to. include any cost or expense arising out of the We also cover "loss" to, or "accidents" actual, alleged or threatened discharge, dispersal, involving, a covered "auto" while being seepage, migration, release or escape of transported between any of these places. "pollutants": 8. Two Or More Coverage Forms Or Policies a. That are, or that are contained in any Issued By Us property that is: If this Coverage Form and any other Coverage (1) Being transported or towed by, handled Form or policy issued to you by us or any or handled for movement into, onto or company affiliated with us applies to the same from the covered "auto"; "accident", the aggregate maximum Limit of (2) Otherwise in the course of transit by or Insurance under all the Coverage Forms or on behalf of the "insured"; or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage (3) Being stored, disposed of, treated or Form or policy. This condition does not apply to processed in or upon the covered any Coverage Form or policy issued by us or "auto"; an affiliated company specifically to apply as b. Before the "pollutants" or any property in excess insurance over this Coverage Form. which the "pollutants" are contained are SECTION V— DEFINITIONS moved from the place where they are A. "Accident" includes continuous or repeated accepted by the "insured" for movement exposure to the same conditions resulting in into or onto the covered "auto"; or "bodily injury" or"property damage". c. After the "pollutants" or any property in B. "Auto" means: which the "pollutants" are contained are moved from the covered "auto" to the place 1. A land motor vehicle, "trailer" or semitrailer where they are finally delivered, disposed of designed for travel on public roads; or or abandoned by the "insured". Page 10 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 Paragraph a. above does not apply to fuels, 5. That part of any other contract or agreement lubricants, fluids, exhaust gases or other pertaining to your business (including an similar "pollutants"that are needed for or result indemnification of a municipality in connection from the normal electrical, hydraulic or with work performed for a municipality) under mechanical functioning of the covered "auto" or which you assume the tort liability of another to its parts, if: pay for"bodily injury" or"property damage"to a (1) The "pollutants" escape, seep, migrate third party or organization. Tort liability means or are discharged, dispersed or released a liability that would be imposed by law in the directly from an "auto" part designed by absence of any contract or agreement; or its manufacturer to hold, store, receive 6. That part of any contract or agreement entered or dispose of such "pollutants"; and into, as part of your business, pertaining to the rental or lease, by you or any of your (2) The "bodily injury", "property damage" or " covered pollution cost or expense" employees", of any "auto". However, such does not arise out of the operation of contract or agreement shall not be considered any equipment listed in Paragraph 6.b. an "insured contract" to the extent that it or 6.c. of the definition of "mobile obligates you or any of your "employees" to equipment". pay for "property damage" to any "auto" rented Paragraphs b. and c. above do not apply to or leased by you or any of your"employees". "accidents" that occur away from premises An "insured contract" does not include that part of owned by or rented to an "insured"with respect any contract or agreement: to "pollutants" not in or upon a covered "auto" a. That indemnifies a railroad for"bodily injury" if: or "property damage" arising out of (a) The "pollutants" or any property in construction or demolition operations, within which the "pollutants" are contained 50 feet of any railroad property and are upset, overturned or damaged as affecting any railroad bridge or trestle, a result of the maintenance or use of tracks, roadbeds, tunnel, underpass or a covered "auto"; and crossing; (b) The discharge, dispersal, seepage, b. That pertains to the loan, lease or rental of migration, release or escape of the an "auto" to you or any of your "pollutants" is caused directly by "employees", if the "auto" is loaned, leased such upset, overturn or damage. or rented with a driver; or E. "Diminution in value" means the actual or c. That holds a person or organization perceived loss in market value or resale value engaged in the business of transporting which results from a direct and accidental "loss". property by "auto" for hire harmless for your use of a covered "auto" over a route or F. "Employee" includes a "leased worker". territory that person or organization is "Employee" does not include a "temporary authorized to serve by public authority. worker". I. "Leased worker" means a person leased to you by G. "Insured" means any person or organization a labor leasing firm under an agreement between qualifying as an insured in the Who Is An Insured you and the labor leasing firm to perform duties provision of the applicable coverage. Except with related to the conduct of your business. "Leased respect to the Limit of Insurance, the coverage worker" does not include a "temporary worker". afforded applies separately to each insured who is seeking coverage or against whom a claim or J. "Loss" means direct and accidental loss or "suit" is brought. damage. H. "Insured contract" means: K. "Mobile equipment" means any of the following types of land vehicles, including any attached 1. A lease of premises; machinery or equipment: 2. A sidetrack agreement; 1. Bulldozers, farm machinery, forklifts and other 3. Any easement or license agreement, except in vehicles designed for use principally off public connection with construction or demolition roads; operations on or within 50 feet of a railroad; 2. Vehicles maintained for use solely on or next to 4. An obligation, as required by ordinance, to premises you own or rent; indemnify a municipality, except in connection 3. Vehicles that travel on crawler treads; with work for a municipality; CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 11 of 12 4. Vehicles, whether self-propelled or not, However, "mobile equipment" does not include maintained primarily to provide mobility to land vehicles that are subject to a compulsory or permanently mounted: financial responsibility law or other motor vehicle a. Power cranes, shovels, loaders, diggers or insurance law where it is licensed or principally drills; or garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle b. Road construction or resurfacing equipment insurance law are considered "autos". such as graders, scrapers or rollers; L. "Pollutants" means any solid, liquid, gaseous or 5. Vehicles not described in Paragraph 1., 2., 3. thermal irritant or contaminant, including smoke, or 4. above that are not self-propelled and are vapor, soot, fumes, acids, alkalis, chemicals and maintained primarily to provide mobility to waste. Waste includes materials to be recycled, permanently attached equipment of the reconditioned or reclaimed. following types: M. "Property damage" means damage to or loss of a. Air compressors, pumps and generators, use of tangible property. including spraying, welding, building cleaning, geophysical exploration, lighting N. "Suit" means a civil proceeding in which: and well-servicing equipment; or 1. Damages because of "bodily injury" or b. Cherry pickers and similar devices used to "property damage"; or raise or lower workers; or 2. A"covered pollution cost or expense"; 6. Vehicles not described in Paragraph 1., 2., 3. to which this insurance applies, are alleged. or 4. above maintained primarily for purposes "Suit" includes: other than the transportation of persons or cargo. However, self-propelled vehicles with a. An arbitration proceeding in which such the following types of permanently attached damages or "covered pollution costs or equipment are not "mobile equipment" but will expenses" are claimed and to which the be considered "autos": "insured" must submit or does submit with a. Equipment designed primarily for: our consent; or (1) Snow removal; b. Any other alternative dispute resolution proceeding in which such damages or (2) Road maintenance, but not construction "covered pollution costs or expenses" are or resurfacing; or claimed and to which the insured submits (3) Street cleaning; with our consent. b. Cherry pickers and similar devices mounted O. "Temporary worker" means a person who is on automobile or truck chassis and used to furnished to you to substitute for a permanent raise or lower workers; and "employee" on leave or to meet seasonal or short- term workload conditions. c. Air compressors, pumps and generators, including spraying, welding, building P. "Trailer"includes semitrailer. cleaning, geophysical exploration, lighting or well-servicing equipment. Page 12 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 Conditions Other Insurance We will share the remaining loss,if any,with any other insurance that is not described in this (continued) Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary,premiums shown with an asterisk(*)are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary,premiums may be designated as estimated premiums elsewhere in this policy.In that case,these premiums will also be subject to audit,and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance,and any rights or duties specifically assigned in this insurance to the first named insured,this insurance applies: • as if each named insured were the only named insured;and • separately to each insured against whom claim is made or suit is brought. Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them At our request,the insured will bring suit or transfer those rights to us and help us enforce them This condition does not apply to medical expenses. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 24 of 32 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT - NEW YORK This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM C. Lessors as Insureds This endorsement modifies the Business Auto Coverage Paragraph A.1.—WHO IS AN INSURED—of Form. SECTION II — LIABILITY COVERAGE is 1. BROAD FORM INSURED amended to add the following: A. Subsidiaries and Newly Acquired or Formed e. The lessor of a covered "auto"while the Organizations As Insureds "auto" is leased to you under a written The Named Insured shown in the Declarations is agreement if: amended to include: (1) The agreement requires you to 1. Any legally incorporated subsidiary in which provide direct primary insurance for you own more than 50% of the voting stock on the lessor; and the effective date of the Coverage Form. (2) The "auto" is leased without a driver. However, the Named Insured does not include Such leased "auto"will be considered a any subsidiary that is an "insured" under any covered "auto"you own and not a covered other automobile policy or would be an "auto"you hire. "insured" under such a policy but for its However, the lessor is an "insured" only termination or the exhaustion of its Limit of for"bodily injury" or"property damage" Insurance. resulting from the acts or omissions by: 2. Any organization that is acquired or formed by (1) You; you and over which you maintain majority (2) Any of your"employees" or agents; or ownership. However, the Named Insured (3) Any person, except the lessor or any does not include any newly formed or acquired "employee" or agent of the lessor, organization: operating an "auto"with the (a) That is an "insured" under any other permission of any of 1. and/or 2. automobile policy; above. (b) That has exhausted its Limit of Insurance D. Persons And Organizations As Insureds under any other policy; or Under A Written Insured Contract (c) 180 days or more after its acquisition or Paragraph A.1 —WHO IS AN INSURED—of formation by you, unless you have given SECTION II — LIABILITY COVERAGE is us written notice of the acquisition or amended to add the following: formation. f. Any person or organization with respect to Coverage does not apply to "bodily injury" or the operation, maintenance or use of a "property damage"that results from an "accident" covered "auto", provided that you and that occurred before you formed or acquired the such person or organization have agreed organization. under an express provision in a written "insured contract", written agreement or a B. Employees as Insureds written permit issued to you by a Paragraph A.1. —WHO IS AN INSURED—of governmental or public authority to add SECTION II — LIABILITY COVERAGE is such person or organization to this policy amended to add the following: as an "insured". d. Any"employee" of yours while using a However, such person or organization is covered "auto"you don't own, hire or an "insured" only: borrow in your business or your personal (1) with respect to the operation, affairs. maintenance or use of a covered "auto"; and Form: 16-02-0295 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (2) for"bodily injury" or"property damage" III — PHYSICAL DAMAGE COVERAGE does not caused by an "accident"which takes apply to the accidental or unintended discharge of place after: an airbag. Coverage is excess over any other (a) You executed the "insured collectible insurance or warranty specifically contract" or written agreement; or designed to provide this coverage. (b) The permit has been issued to 7. AUDIO, VISUAL AND DATA ELECTRONIC you. EQUIPMENT- BROADENED COVERAGE 2. AMENDED FELLOW EMPLOYEE EXCLUSION Paragraph C.1.b. —LIMIT OF INSURANCE-of EXCLUSION 5. — FELLOW EMPLOYEE—of SECTION III - PHYSICAL DAMAGE is deleted SECTION II — LIABILITY COVERAGE is amended to and replaced with the following: add the following: 2. $2,000 is the most we will pay for"loss" in any However, this exclusion only applies if the fellow one "accident"to all electronic equipment that "employee" is entitled to benefits under any of the reproduces, receives or transmits audio, visual following: workers' compensation, unemployment or data signals which, at the time of"loss", is: compensation or disability benefits law, or any similar (1) Permanently installed in or upon the 3. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY covered "auto" in a housing, opening or TRANSPORTATION EXPENSE COVERAGE other location that is not normally used by Paragraph AA.a. —TRANSPORTATION EXPENSES the "auto" manufacturer for the installation —of SECTION III — PHYSICAL DAMAGE of such equipment; COVERAGE is amended to provide a limit of$50 per (2) Removable from a permanently installed day for temporary transportation expense, subject to a housing unit as described in Paragraph maximum limit of$1,000. 2.a. above or is an integral part of that 4. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III — PHYSICAL DAMAGE COVERAGE 8. GLASS REPAIR—WAIVER OF DEDUCTIBLE is amended to add the following: Under Paragraph D. - DEDUCTIBLE—of c. Rental Expense SECTION III — PHYSICAL DAMAGE COVERAGE We will pay the following expenses that you or the following is added: any of your"employees" are legally obligated No deductible applies to glass damage if the glass to pay because of a written contract or is repaired rather than replaced. agreement entered into for use of a rental 9. TWO OR MORE DEDUCTIBLES vehicle in the conduct of your business: Paragraph D.- DEDUCTIBLE—of SECTION III — MAXIMUM WE WILL PAY FOR ANY ONE PHYSICAL DAMAGE COVERAGE is amended to CONTRACT OR AGREEMENT: add the following: 1. $2,500 for loss of income incurred by the If this Coverage Form and any other Coverage rental agency during the period of time that Form or policy issued to you by us that is not an vehicle is out of use because of actual automobile policy or Coverage Form applies to the damage to, or"loss" of, that vehicle, including same "accident", the following applies: income lost due to absence of that vehicle for 1. If the deductible under this Business Auto use as a replacement; 2. $2,500 for decrease in trade-in value of the Coverage Form is the smaller(or smallest) rental vehicle because of actual damage to deductible, it will be waived; or that vehicle arising out of a covered "loss"; and 2. If the deductible under this Business Auto 3. $2,500 for administrative expenses incurred Coverage Form is not the smaller(or smallest) by the rental agency, as stated in the contract deductible, it will be reduced by the amount of or agreement. the smaller(or smallest)deductible. 4. $7,500 maximum total amount for paragraphs 10. AMENDED DUTIES IN THE EVENT OF 1., 2. and 3. combined. ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF 5. EXTRA EXPENSE—BROADENED COVERAGE AN ACCIDENT, CLAIM, SUIT OR LOSS of Paragraph A.4.—COVERAGE EXTENSIONS—of SECTION IV- BUSINESS AUTO CONDITIONS is SECTION III — PHYSICAL DAMAGE COVERAGE deleted and replaced with the following: is amended to add the following: a. In the event of"accident", claim, "suit" or d. Recovery Expense "loss", you must notify us as soon as We will pay for the expense of returning a reasonably possible when the "accident" is stolen covered "auto"to you. known to: 6. AIRBAG COVERAGE (1) You or your authorized representative, if Paragraph B.3.a. - EXCLUSIONS—of SECTION you are an individual; Form: 16-02-0295 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (2) A partner, or any authorized 12. UNINTENTIONAL FAILURE TO DISCLOSE representative, if you are a partnership; HAZARDS (3) A member, if you are a limited liability Paragraph B.2.—CONCEALMENT, company; or MISREPRESENTATION or FRAUD of SECTION (4) An executive officer, insurance manager, IV—BUSINESS AUTO CONDITIONS- is deleted or authorized representative, if you are an and replaced with the following: organization other than a partnership or If you unintentionally fail to disclose any hazards limited liability company. existing at the inception date of your policy, we will Knowledge of an "accident", claim, "suit" or not void coverage under this Coverage Form "loss" by other persons does not imply that the because of such failure. persons listed above have such knowledge. 13. AUTOS RENTED BY EMPLOYEES Notice to us should include: Paragraph B.S. - OTHER INSURANCE of (1) How, when and where the "accident" or SECTION IV—BUSINESS AUTO CONDITIONS- "loss" occurred; is amended to add the following: (2) The insured's name and address; and e. Any"auto" hired or rented by your"employee" (3) To the extent possible, the names and on your behalf and at your direction will be addresses of any injured persons or considered an "auto"you hire. If an witnesses. "employee's" personal insurance also applies 11. WAIVER OF SUBROGATION on an excess basis to a covered "auto" hired Paragraph A.S. - TRANSFER OF RIGHTS OF or rented by your"employee" on your behalf RECOVERY AGAINST OTHERS TO US of and at your direction, this insurance will be SECTION IV—BUSINESS AUTO CONDITIONS is primary to the "employee's" personal deleted and replaced with the following: insurance. 5. We will waive the right of recovery we would 14. HIRED AUTO—COVERAGE TERRITORY otherwise have against another person or Paragraph B.7.b.(5)- POLICY PERIOD, organization for"loss"to which this insurance COVERAGE TERRITORY of SECTION IV— applies, provided the "insured" has waived BUSINESS AUTO CONDITIONS is deleted and their rights of recovery against such person or replaced with the following: organization under a contract or agreement (5)A covered "auto" of the private passenger that is entered into before such "loss". type is leased, hired, rented or borrowed To the extent that the "insured's" rights to without a driver for a period of 45 days or recover damages for all or part of any less; and payment made under this insurance has not 15. RESULTANT MENTAL ANGUISH COVERAGE been waived, those rights are transferred to Paragraph C. of- SECTION V— DEFINITIONS is us. That person or organization must do deleted and replaced by the following: everything necessary to secure our rights and "Bodily injury" means bodily injury, sickness or must do nothing after"accident" or"loss"to disease sustained by any person, including impair them. At our request, the insured will mental anguish or death as a result of the "bodily bring suit or transfer those rights to us and injury" sustained by that person. help us enforce them. Form: 16-02-0295 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission"