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HomeMy WebLinkAboutEUNA SOLUTIONS, INC. 1NSURANGE rt; WORN AnaY PI,OCEEC A-2025-126 UNTIL 4SURANCE i_XPAS, _Dbf 30� , CITY CLERK DATEBATE; AUG 11 2025 0. F M S (0) AGREEMENT FOR BUDGET MANAGEMENT SOFTWARE `SV1annon MCCarron(Dz) BETWEEN EUNA SOLUTIONS IN.0 AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 5' day of August, 2025 by and between Euna Solutions, Inc, a Delaware corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On February 11, 2025 the City issued a Request for Proposal No. 25-020 ("RFP"), by which it sought a consultant to deliver public budget management software. The City desires to retain a software provider having special skill and knowledge in the field of an integrated public citywide budgeting software system. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide services described in the scope of work that was included in the RFP. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor,materials,tools,equipment,and incidental customary work required to fully and adequately complete the services described and set forth in Scope of ,Services-Exhibit A, attached hereto and incorporated by reference. b. Software Subscription. Subject to and conditioned on City's payment of Fees and compliance with all other terms and conditions of this Agreement, Consultant hereby grants City a non-exclusive,non-sublicensable,non-transferable(except in compliance with Section 22) right to access and use the SAAS Offering (as defined in Exhibit A) during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to City's internal use. Consultant shall provide City the necessary information to allow City to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder, Page 1 of 11 #2072041v1 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation-Exhibit B. The total amount to be expended during the terra of this Agreement, including any extensions, shall not exceed$585,565. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. 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 August 15, 2025 for a three (3) year term with the option for the City to grant up to a two (2) one 1-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or Page 2 of 11 #2072041v1 caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant snakes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time,provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. For the avoidance of doubt, Consultant does not own City data. 6. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures,injuries to persons,damages to software, damages to property(including computer equipment),theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL). Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate. 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto,with limits no less than$1,000,000 combined single limits. 3. Cyber Liability: Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include,but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs,regulatory fines and penalties as well as credit monitoring expenses. 4. Technology ProfessionaI Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence and$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The Page 3 of 11 #2072041v1 policy shall provide coverage for Consultant's failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of Customer in the care, custody,or control of Consultant. 5. Workers' Compensation as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident,policy, employee, for bodily injury or disease. If Consultant maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. Other Insurance Provisions To the extent not prohibited by Consultant's polices, the above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds,under Consultant's CGL, AL and E&O policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, 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 Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant'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: Finance and Management Services Agency, 20 Civic Center Dr.,M-17, Santa Ana, CA 92701.The name and location of project must be included in the Description of Operations j section of each certificate. Page 4 of 11 #2072041v1 Self-Insured Retentions Self-insured retentions must be declared to and approved by Customer. Customer may require Consultant to provide proof of ability to pay losses and related investigations,claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII,unless otherwise acceptable to Customer. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Consultant must purchase "extended reporting"coverage for a minimum of three (3) years after completion of work. Verification of Coverage Consultant shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances Customer reserves the right to modify these requirements, including limits,based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. Failure to Maintain Insurance Coverage If Consultant, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain damages from Consultant resulting from said breach. 7. INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City, its officers, agents, and employees (collectively, "City Indemnitees") from and against any third-parry claims for personal injury (including death) or property damage to the extent such claims arise out of the negligent, reckless, or willful misconduct of the Consultant, its employees, agents, or subcontractors in the Page S of 11 #2072041vl performance of services under this Agreement. This indemnity obligation shall not apply to any claims arising from the City's own negligence, willful misconduct, or breach of this Agreement. Consultant and City may come to an agreement for Consultant to control the defense of any indemnified claim,with counsel reasonably acceptable to the City,and the City agrees to cooperate in good faith in the defense of such claims. Nothing in this Section shall be construed to require Consultant to indemnify or defend the City against claims brought by the City itself or any of its affiliates. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall indemnify and hold harmless the City,its officers, agents,representatives, and employees from third-party claims arising from actual infringement of any United States patent, trademark, or copyright directly resulting from. the Consultant's original work product delivered under this Agreement,provided that such infringement was not caused by modifications made by the City or use of the work product in a manner not intended or authorized by Consultant. Consultant's obligation under this Section shall be subject to the City: (a) promptly notifying Consultant in writing of any such claim; (b) granting Consultant sole control of the defense and settlement of the claim; and (c) providing reasonable assistance at Consultant's expense. This indemnity shall not apply to any infringement arising from materials, specifications, or instructions provided by the City or from the combination of Consultant's work product with other products,processes, or materials not supplied by Consultant. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents,proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered i Page 6 of 11 #2072041v1 by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution. d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest,it:must immediately make full written disclosure of such facts to the City. pull written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections(b) and(e) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed,religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin., ancestry, or disability, as defined Page 7of11 #2072041vl and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign,transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date. for work which fails to meet the standard of b. Payment need not be made performance specified in the Recitals of this Agreement. C. In the event of such termination, Customer agrees to pay a "SaaS Recovery Amount"equivalent to 50%of the Base System subscription fees for the remainder of the initial term. 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 Page S of 11 #2072041v1 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 Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such pernzits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand,delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director,Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza(M-15) P.O. Box 1988 Santa Ana, California 92702 Page 9 of It #2072041v1 To Consultant: Jas Saraw Chief Sales Officer Euna Solutions, Inc 1155 Perimeter Center West, Suite 500 Sandy Springs, GA 30338 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 the following page] i Page 10 of 11 42072041vl IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF S A ANA Jennife Hal Alvaro Nuiicz e City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: 4 1�4 ti Andrea Garcia-Miller Jas. Saraw Assistant City Attorney Chief Sales Officer RECOMMENDED FOR APPROVAL: dk7 WeiantlqrNnfdaa V.1U.E 51z-31 FPTI Alex Trinidad Executive Director, Finance & Management Services Agency Page 11 of 11 #2072041vl EXHIBIT A SCOPE OF SERVICES CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Contractor shall perform services as set forth below. Provide a public sector budgeting solution that supports the various needs of the budget office and City departments in development and publication of the City's annual budget and related documents. The software should enable an integrated budget system with the following functions: Mandatory Requirements 1. Integrated Budget System a. Software that easily integrates with other Financial and HR systems. b. Ability to integrate operating and capital budget system with over 100 funds and Citywide appropriations of about$740 million. c. Ability to provide access to unlimited users. d. Ability to track revenues, expenditures and positions by budget version. e. Integrated workforce planning directly in the budgeting system. f. Position control g. Salary calculations with position allocations and budget adjustments based on workforce changes that occur throughout a fiscal year. 2. Technical Requirements; Compliance, Compatibility and Security a. Compatible with Microsoft Windows operating platform. b. Compliance with Government Standards for government budgeting, accounting standards, regulatory compliance, and financial reporting (e.g., GAAP, GASB) c. Ability to establish role-based and access type (e.g. read vs write) user permissions. d. User logins shall integrate with Microsoft's Active Directory/multi-factor authentication (i.e., Single Sign-On). e. System administrator ability to restrict user access at various stages of the budget and/or different budget versions. f. System administrator maintenance and update of user, groups, and role accounts. g. Ease of access to audit history and reports that clearly reflect changes in data. h. System administrator has the capability to see all activity by user, including last log in, reports opened and other non-data submission activities. i. Scalability with the growth of the organization or future changes in budget needs (e.g., increasing volume of transactions) 3. Labor Costing and Multi-Year Forecasting a. Upload position cost information (i,e. salary, premiums, pension, health costs, FTE and FTE program allocation. b. Calculate labor costs by position, department, program, and fund for multiple bargaining units with various benefit levels. c. Model total compensation (i.e. salary, premiums, health plan costs, pension rates) changes by position and bargaining unit. d. Allocate positions based on percentage to multiple funding sources. e. Customizable forecasting models including salary and benefits for multiple fiscal years, including the present. f. Add, delete, or change positions created during the budget process including salary, premiums, health plan costs, pension rates and other associated costs (i.e. vehicle, computer, furniture, supplies, etc.) g. Track vacant and frozen positions. City of Santa Ana RFP No.25-020 Page 16 of 32 CITY OF SANTA ANA h. Reporting capability on position changed between different budget versions and scenario analysis. i. Calculate Full-Time Equivalent (FTE) counts by departments and divisions and display FTE counts in forms, reports, and published documents. j. Calculate percentage-based benefits using total wages. 4. General Budget Development a. Enter revenue estimates and expenses by account, fund, department and program. b. Model multiple years of forecast data of revenues and expenses utilizing methods such as trend analyses, Consumer Price Index (CPI), contracted services and commodities with varying annual percent increases. c. Automate consolidation of departmental budgets into one consolidated budget. d. Stage and lock scenarios in the software throughout the budget process as the budget moves from department requested and throughout the approval process. e. Roll up revenue and expense data to the fund and/or functional area. f. Provide an audit trail for data entry that records prior field values, user who made the change and the date/time of the change. g. Populate next year's budget using growth assumptions applied to the prior year budget. h. Allow users to enter and edit text, financial or performance information (i.e. paragraph, tables, graphs) and maintain version control of the document components. ) 5. Data Visualization and Transparency a. Data visualization tool that provides stakeholders with budget information via interactive charts, bars and graphs. b. Includes text descriptions and information pop-ups and multimedia capabilities c. GIS Mapping Capabilities d. Publish multi-year actual performance data online in graphical form e. Dashboard and other graphical display of performance data 6. Reporting Requirements a. Flexibility in generating custom reports including creating ad hoc reports. b. Drill down from summary level data and/or detail data imported from the General Ledger in forms and reports c. Report template development and built-in templates for standard government reports d. Publish or export reports in multiple forms including but not limited to Excel, Word, PowerPoint, CSV, PDF, HTML, and XML e. Display report data in graphical forms 7. Workflow Capabilities a. Set workflow notifications as follows: i. Allows for approvals and status of budget preparation ii. Process to move documents, e.g., position requests, through the process iii. Know the status of a budget request iv. Reject the submission of an unbalanced budget v. Customize each individual user's view vi. Support the City's accounting structure and various roll-ups vii. Includes comments or notes function viii. Include attachments of supporting documents ix. Allows for reviewers and approvers to comment on decision of budget change requests. x. Provides for email notifications to relevant users 8. Budget Monitoring Features a. Comparative analysis of budget to actuals (e.g. prorated year-end projections, historical trend analyses) b. Display of actual expenditure and revenue data by month, quarter, and year City of Santa Ana RPP No.25-020 Page 17 of 32 .r� CITY OF SANTA ANA 9. Capital Budgeting Features a. Seamless integration with the operating module to avoid budget entry duplication. b. Enter and track multi-year operating budget impacts of capital projects and link the cost impacts to the development of the Forecast c. GIS Mapping by Council Ward or neighborhoods i. Ability to export shapefiles individually by project or bulk ii. Ability to color the lines/shapes differently for different project types d. Prioritize and rank projects based on user-defined criteria e. Create custom fields (e.g. LEED certification, project start date, project and date) f. Project status identification (future, current, close-out) 10. Training a. Vendor can provide system functional training to users and system administrators b. Provide functional training documentation for end-users and administrators c. Vendor provide training for project team Preferred Requirements 11. Cost Allocation Plans a. Development of cost allocation plans for central service functions and cross charges 12. Budget Book Document a. Compile budget data (numbers and text) for pagination of budget documents, including a Table of Contents b. Easily edit, integrate and format custom Excel charts, graphs, and tables into the Budget Book document. c. Manage text, data, and publishing components for multiple documents (operating budget, capital budget, miscellaneous fee schedule, etc.) d. Ability to produce and publish print-ready documents, including the annual budget, that includes highly formatted text, images, and other non-financial data e. Provide both Digital Budget Book and print publishing features f. Budget Book that meets the Government Finance Officers Association (GFOA) budget criteria and compliance 13. Miscellaneous/User Fee Development a. Identification of fee cost components (e.g., fully-burdened personal service costs by position; percent of positions; related cost allocation percentages; non-salary costs) b. Automatic updates and multi-year forecasting of fee cost components c. Calculation of revenue generated based on activity level d. Calculation of cost-recovery level e. Roll-over of fee cost components to the next fiscal year 14. Grant Management a. Application support b. Post-Award management including audit/compliance support features c. Subrecipient management 15. Additional Capital Budgeting Features a. Ability to track mid-year GIP amendments b. Additional mapping features such as creating layers and labels; integration with esri, a GIS mapping software c. Provides email notifications to each level of relevant approvers as project status is promoted or demoted to a specific stage in the approval process City of Santa Ana RFP No,25-020 Page 18 of 32 EXHIBIT B COMPENSATION i i Euna Solutions, Inc, response to:EUNA fQv Budget Professional City of Santa Ana Budget Management Software 2. Cost Proposal Task Descriptions Estimated Hours Total Cost Estimate . R 1. Pricing Options-Base System- Describe pricing options SaaS Software $100,000.00 (i.e., per user versus unlimited, per device, additional (Annual Subscription Year 1 licensing,etc.)for individual module associated with (Unlimited users supplying the software system that meets the Operating, Personnel requirements outlined in this PFP.Specify the number of Capital, OpenBook, users that are included or the structure for pricing the Budget Book Studio software, database,and other licenses or subscriptions needed. 2.Additional Modules- Identify any additional modules N/A N/A that are not part of the base requirements but are necessary to meet the requirements,functions and I capabilities noted in this PFQ or may further enhance the software system. 13.Modifications to Meet Requirements- No modifications/ NIA Identify the costs associated with completing modifications customizations to meet or configurations necessary to meet the basic functional requirements and data requirements, Provide the cost estimate for each modification required. f 4. Implementation, Customization and on-going support Implementation $33,000.00 Costs- Identify costs for the installation,configuration, Professional Services - testing and acceptance.Costs should be broken down by One-time fee phase or module. Identify costs related to on-going support or modifications r. Integration- Identify costs associated with integration or Included in Professional Included import of data between existing systems Services -One-time fee �6. Hardware Costs-Identify any hardware costs associated N/A N/A With installation assuming client PCs are already in place, such as servers or remote devices. 7.Training Costs- Identify costs for training, including Included in Professional Included basic user training,administrator trainings and Services-One-time fee certifications. 1 Page 29 of 37 OO Euna Solutions.2024.All rights reserved E u n a Solutions, Inc. response to:EUNA Budget City of Santa Ana f's v Budget Professionaly Budget Management Software 8.Consulting-Outline recommended consulting services Included in Professional Included including any and all proposed configuration, reports Services- One-time fee development and documentation.Costs shall be provided by function and as hourly rates and include total estimated hours needed. i Annual License and Maintenance Costs- Identify the SaaS Software Annual $100,000.00 annual software system maintenance costs and any other subscription Year 1 with S% annual costs for ongoing system operation,support and annual maintenance that may be provided. increase i beginning in I Year 2 I j10. Other-Identify other costs not included in the items NIA N/A above that could potentially be incurred while delivering he proposed software system. Total Estimated not to exceed Year 1 Software and $133,000.00 Professional Services Page 30 of 37 OEuna Solutions.2024.API rights reserved Euna Solutions Agreement - CAC -vendor (updated for 8-5-2025)(2072042.3) Final Audit Report 2025-07-10 Created: 2025-07-10 By: Kristin Andrade(kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAA41GOg4Whm4pvaNkSITLgOVIA9JiXwo1x "Euna Solutions Agreement - CAO-vendor (updated for 8-5-202 5)(2072042.3)" History 'n Document created by Kristin Andrade (kandrade@santa-ana.org) 2025-07-10-7:25:27 PM GMT 'a Document emailed to Alexander Trinidad (atrinidad@santa-ana.org)for signature 2025-07-10-7:25:54 PM GMT t,r I Email viewed by Alexander Trinidad (atrinidad@santa-ana.crg) 2025-07-10-7:28:27 PM GMT da Document e-signed by Alexander Trinidad (atrinidad@santa-ana.org) Signature Date:2025-07-10-7:32:37 PM GMT-Time Source:server Q Agreement completed. 2025-07-10-7:32:37 PM GMT Adobe Acrobat Sigh AC"I?" CERTIFICATE OF LIABILITY INSURANCE DATEIMMIDDIYYYY) 10..� 6/30/2026 6/30/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Locklon Companies,LLC CONTACT NAME: DBA Lockton Insurance Brokers,LLC in CA PHONE FAX AIC No CA license#OF15767 Exi: 8-MAIL 8110 E Union Ave.,Ste.100 ADDRESS: Denver CO 90237 INSURER 3 AFFORDING COVERAGE NAIC# denver-certs@lockton.com INSURER A:Berkley National Insurance Company 38911 INSURED Euna Solutions,Inc. INSURER B:Associated Industries Insurance Co,Inc. 23140 1514768 1155 Perimeter Center West,Suite 500 INSURER C:Indian Harbor Insurance Company 36940 Sandy Springs,GA 30338 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 19208445 REVISION NUMBER: XXXXXXX 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. I�TR TYPE OF INSURANCE NSD ADDLSWVD POLICY NUMBER MMlOUmY MM!DDfYYYY LIMITS COMMERCIAL GENERAL LIABILITY _A X Y Y TCP 7022821-11 6/30/2025 6/30/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FxIOCCUR PREM SES Ea occurrence $ 1 000 000 X Deductible:$0 MED EXP(Any one person) $ 15 000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PROT- LOC PRODUCTS-CDMPJOP qGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y TCP 7022821-11 6/30/2025 6/30/2026 COMBINED SINGLE LIMIT $ Ea accident 1 000 000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY Per accident $ XXXXXXX AUTOS ONLY AUTOS ( ) X HIRED AUTOS ONLY X AUTOS NLY Perna IcdenDAMAGE $ XXXXXXX Com.p.lColl Ded. $ 1,000 A UMBRELLA LIAR X OCCUR N N TCP 7022821-11 6/30/2025 6/30/2026 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ $0 $ XXXXXXX A AND E RS EMPLOYERS' LSA IONILIT Y J N Y TWC 7022822-13 6/30/2025 6/30/2026 X STATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETORlPARTNERIEXECUTEVE N r A E.L.EACH ACCIDENT $ 1 000 000 OFFICERIMEMBER EXCLUDED? (Myyandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 ❑E rider SCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 B Primary Tcch E&O/CyberML N N AES1234121-02 6/30/2025 6/30/2026 $5M Per Claim.SIR:$50K C Excess Tech E&O/Cyber MTF9049009 00 6/30/2025 6/30/2026 $5,000,000 xs$5,000,000 Per Claim DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Addiilonal Remarks Schedule,maybe atlached if more space Is required) City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are Additional Insureds with respect to General and Automobile Liability on a primary and non-contributory basis as required by written contract.Cancellation Notice:30 days notice of Cancellation with 15 days notice for non-payment of premium in accordance with the policy provisions.Waiver of Subrogation applies per attached endorsement(s)or policy language,where permissible by law. Tu Tran'bYTuaT�gRea APPROVED Nguyen Nguyen oa,a:m2s.m.2, By Tu TTran Nguyen at 7.39 am,Jul 21,2 25 o7:ao:,s-a�'oo' CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 19208445 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS, Risk Management Division.4th floor AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana CA 92702 O 1988.20 ACORD CORP TION. All rights reserved. ACORD 25(2016103) The ACORO name and logo are registered marks of ACORD Attachment Code:D644713 Master 1D: 1514769,Certificate 1D: 19208445 qzy LOCKM City of Santa Ana Risk Management Division.4th floor 20 Civic Center Plaza Santa Ana CA 92702 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 19208445. • Email: mountainwestedelivery@lockton.com • Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code:D617821 Ceftificate ID: 19208445 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: TCP 7022821.11 CG 83 60 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured—Lessors of Leased L. Duties in the Event of Occurrence, Equipment Offense, Claim or Suit B. Additional Insured--Owners, Managers M. Expected or Intended Injury or or Lessors of Premises Damage (Property Damage) C. Additional Insured -Primary and N. Damage to Premises Rented To You Non-contributory D. I Additional Insured—Vendors O. Medical Payments E. Additional Insured—Written Contract or P. Non-owned Aircraft Agreement F. Aggro ate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Partici ants PR. NewlyAc uired or Formed Or anizations H. Bodil Inju Definition lementa Pa ments I. Broadened Named Insured entional Omission J. amage o rope y_ orrowe quipmen , er ot Subrogation- BlanKet Customer Goods, Use of Elevators K. Good Samaritan Services A. ADDITIONAL INSURED -LESSORS OF LEASED EQUIPMENT Under Section 11 -Who Is An Insured, the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for"bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any"bodily injury"or"property damage" caused by an "occurrence"that takes place, or"personal and advertising injury" caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section 11 -Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any"bodily injury" or"property damage" caused by an "occurrence"that takes place, or"personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. Attachment Code: D617821 Certificate ID: 19208445 C.ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D.ADDITIONAL INSURED -VENDORS Under Section II-Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or"property damage"that: 1. Is caused by an"occurrence"that takes place after you have signed and executed that contract or agreement; and 2. Arises out of"your products"which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations,whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in "your products" made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of"your products"; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of"your products"; or f. "Your products"which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1.Any person or organization from whom you have acquired your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2.Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E.ADDITIONAL INSURED -WRITTEN CONTRACT OR AGREEMENT Under Section 11 -Who Is An Insured,the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage"that: 1. Is caused by an"occurrence"that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations,whichever are less. F. AGGREGATE LIMIT PER LOCATION 1, Under Section III -Limits Of Insurance,the following is added: The General Aggregate Limit applies separately to each of your"locations" owned by or rented or leased to you. Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc.,with its permission, Attachment Code:D617821 Certificate ID: 19208445 2. Under Section V- Definitions, the following is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. G.AMATEUR ATHLETIC PARTICIPANTS Under Section II -Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. "Bodily injury"to: a. A co-participant, your"employee"or"volunteer worker"while participating in amateur athletic activities that you sponsor; or b. You, any partner or member(if you are a partnership or joint venture), or any member (if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co-participant, your"employee"or"volunteer worker"; or b. You, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V -Definitions, the definition of"bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. `Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II -Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership,joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The Insurance for"property damage' liability is subject to the following: 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because"your work" was incorrectly performed on it; do not apply to"property damage" to "customers' goods"while on your premises nor do they apply to "property damage"arising from the use of elevators at premises you own, rent, lease or occupy. 2. Subject to the Each Occurrence Limit, the most we will pay for"property damage"to"customers' goods" is $25,000 per"occurrence". 3. Under Section V-Definitions,the following is added: "Customers' goods' means goods of your customer on your premises for the purpose of being: a. Repaired; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc.,with its permission. Attachment Code: D617821 Certificate ID: 19208445 b. Used in your manufacturing process. 4. Under Section IV-Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible)available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II -Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 2. Under Section V- Definitions, the following definition is added: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV-Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an "occurrence" offense, claim or"suit"; and b. Send us documents concerning a claim or"suit" apply only when such accident claim, "suit"or loss is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)An executive officer of the corporation or insurance manager, if you are a corporation;or (4)A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an `occurrence"to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular"occurrence!' is a liability claim rather than a workers' compensation claim,you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I -Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III -Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6)of Paragraph 2. Exclusions of Section I -Coverage A- Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs(1), (3) and (4)of this exclusion do not apply to"property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems)to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc.,with its permission. Attachment Code:D617821 Certificate ID: 19208445 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations, Is the most we will pay under Coverage A for damages because of"property damage" to premises while rented to you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(Il) of Paragraph 4. Other Insurance of Section IV-Commercial General Liability Conditions is deleted and replaced by the fallowing: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a.of Definition 9. "Insured contract"of Section V -Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this provision "smoke"does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I -Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is$15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft,Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2.The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention)available to the insured,whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II -Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who,with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. "Bodily injury"to a co2employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft,Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3.The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention)available to the insured, whether such insurance is primary, excess, contingent or on any other basis.Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. Attachment Code:D617821 Certificate ID: 19208445 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section 11 -Who is An Insured, item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S.SUPPLEMENTARY PAYMENTS Under Section I -Coverages, Supplementary Payments-Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to$2,500; and 2. The limit for reasonable expenses incurred by the"insured" is amended to$500 a day. T. UNINTENTIONAL OMISSION Under Section IV-Commercial General Liability Conditions, paragraph 6., Representations,the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U.WAIVER OF SUBROGATION -BLANKET Under Section IV-Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work"or the "products-completed operations hazard'. This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the"bodily injury" or"property damage", that requires you to waive your rights of recovery. I Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code:D669584 Certificate ID: 19208445 COMMERCIAL AUTOMOBILE CA 83 63 03 23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY BUSINESS AUTO BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following form: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured"than other provisions of the policy,the provisions of this endorsement apply. This is a summary of the various additional coverages and coverage modifications provided by this endorsement. For complete details on specific coverages, consult the actual policy wording. SCHEDULE Coverage Limit of Insurance Who is an Insured— Employees, Partners, Members, Volunteers Included and Board Members Automatic Additional Insureds — By Contract and Primary and Included Non-Contributory Provision Leased Auto Coverage Included Owned Subsidiaries and Newly Acquired or Formed Included Organizations Supplementary Payments—Bail Bonds $5,000 Supplementary Payments—Loss of Earnings $1,000- Per Day Fellow Employee Included Physical Damage Coverage Extensions—Towing $200-Any Auto Physical Damage Coverage Extensions—Glass Breakage No Deductible Physical Damage Coverage Extensions -- Transportation $100 -Per Day Expenses $3,000- Maximum Hired Auto Physical Damage Coverage $100 -Per Day $3,000- Maximum Total Theft of a Covered Auto $500- Personal Items $1,000- Reasonable Expenses to Return Stolen Auto Auto Loan I Lease GaL Protection Included Customization Coverage $2,000 Newly Acquired Owned Autos and Donated Autos Physical $100,000 Damage Coverage Rental Reimbursement Coverage $100 per day up to 30 days $500 for reasonable expenses to remove and replace your materials and equipment Accidental Discharge-Airba Coverage Included Original Equipment Manufacturer OEM Part Replacement Included Multiple Deductibles Included Notice and Knowledge of Occurrence — Duties in the Event of Included Accident, Claim, Suit or Loss Blanket Waiver of Subrogation By Written Contract Included Unintentional Errors And Omissions Included Mental Anguish Included Page 1 of 9 Includes material copyrighted by Insurance Services Office, Inc., CA 83 63 03 23 with its permission Attachment Code:D669584 Certificate ID: 19208445 COMMERCIAL AUTOMOBILE CA 83 63 03 23 A.Who is an Insured—Employees, Partners, Members,Volunteers and Board Members The following is added to Section II—Covered Autos Liability Coverage, Paragraph A.1.: d. Any "employee", partner or member of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. e. An "employee" of yours while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing the duties related to the conduct of your business. f. A "volunteer" of yours while operating an "auto" hired or rented under a contract or agreement in a "volunteer's" name, with your permission,while performing duties related to the conduct of your business. This insurance does not apply to: Volunteer Injury "Bodily injury"to: (1) Any"volunteer"or any fellow"volunteer" of the"insured" if sustained while such "volunteer"is performing duties related to the conduct of your business. (2) The spouse, child, parent, brother or sister of that"volunteer"as a consequence of paragraph f.(1) above. g. Board members (or their spouses)while renting a vehicle while on business for the named insured. B.Automatic Additional Insureds by Contract and Primary and Noncontributory Provision (1) Section II—Covered Autos Liability Coverage, Paragraph A.1, is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under a written contract or written agreement in effect on the date of the "accident"; and signed by all parties prior to the "accident." (2) This person or organization is an Additional Insured only to the extent you are liable for an "accident" caused, in whole or in part, by the use of a covered "auto" being driven by you or any"insured." However: a. The insurance afforded to such.Additional Insured only applies to the extent permitted by law; and b. If coverage provided to the Additional Insured is required by a written contract or written agreement,the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. (3)With respect to insurance provided to an Additional Insured the following provisions apply: a. This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1) The Additional Insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. Page 2 of 9 Includes material copyrighted by Insurance Services Office, Inc., CA 83 63 03 23 with its permission Attachment Code: D669584 Certificate ID: 19208445 b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2) Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. Leased Auto Coverage With respect to insurance provided to an Additional Insured who is a lessor of a"leased auto" the following provisions apply: (1)Section II—Covered Autos Liability Coverage, Paragraph A. is amended by adding the following: a. Any"leased auto" designated or described in the Schedule will be considered a covered"auto' you own and not a covered"auto'you hire or borrow. b. For a covered "auto"that is a"leased auto"Who Is An Insured is changed to include as an "Insured"the lessor. c. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the"leased auto,"whichever occurs first. (2) Section IV— Business Auto Conditions, Paragraph A.4. Physical Damage Coverages is amended by adding the following: d. Pay, as interest may appear, you and the lessor for"loss"to a"leased auto." (1) This insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. (2) If we make any payment to the lessor, we will obtain his or her rights against any other party. (1) Section V—Definitions is amended by adding the following definition: "Leased auto" means any "auto' leased or rented to you including any substitute, replacement or extra "auto' needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. D. Owned Subsidiaries and Newly Acquired or Formed Organizations Section II -Covered Autos Liability Coverage, Paragraph A.1.c. is deleted and replaced the following: c. Any subsidiary which is a legally incorporated entity of which you maintain ownership or majority interest on the effective date of this Coverage Form, except: CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with Page 3 of 9 its permission Attachment Code:D669584 Certificate ID: 1.9208445 (1) Any subsidiary that is an insured under any other automobile liability policy. (2) Any subsidiary which would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. d. Any organization you newly acquire or form, and in which you maintain ownership or majority interest, but only for the period beginning when you first maintained majority interest until the end of the policy period of this Coverage Form, or the next anniversary of the inception date of this Coverage From, whichever is earlier. However, the newly acquired or formed organization is not an "Insured": (1) For"bodily injury" or "property damage" resulting from an "accident" that occurred before you acquired or formed the organization. (2) If it is an insured under any other automobile liability policy or would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. e. Anyone liable for the conduct of an"insured"described above but only to the extent of that liability. E. Supplementary Payments (1) Section 11 — Covered Autos Liability Coverage, Paragraph A.2.a.(2) is deleted and replaced with the following: (2) Up to $5,000 for cost of ball bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (2) Section II — Covered Autos Liability Coverage, Paragraph A.2.a.(4) is deleted and replaced with the following: (4)All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. F. Fellow Employee Section Il—Covered Autos Liability Coverage, Paragraph B,5.b. is amended with the addition of the following: This exclusion does not apply to "bodily injury" resulting from the use of a covered "auto" you own or hire. This Coverage is excess over any other collectible insurance. G. Physical Damage Coverage Extensions—Towing and Labor Section III--Physical Damage Coverage, Paragraph A.2. is replaced with the following: We will pay up to $200 for towing and labor costs incurred each time a covered "auto' that is a private passenger type, light truck or medium truck is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. H. Physical Damage Coverage Extensions—Glass Breakage Section III—Physical Damage Coverage, Paragraph A.3. is amended by adding the following: No deductible for covered "autos" applies to"loss" resulting from glass breakage. Page 4 of 9 Includes material copyrighted by Insurance Services Office, Inc., with CA 83 63 03 23 Attachment Code:D669584 Certificate ID: 19208445 its permission Attachment Code:D669584 Certificate ID: 19208445 A. Physical Damage Coverage Extensions--Transportation Expenses Section III -Physical Damage Coverage, Paragraph A.4.a. is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expense incurred by you because of `loss" to a covered "auto". We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred until the covered "auto" is returned to use or we pay for its "loss," regardless of the policy's expiration. We will pay under this Coverage Extension only that amount of Transportation Expenses which is not already provided under Paragraph O. Rental Reimbursement Coverage Extension of this endorsement. B. Hired Auto Physical Damage Coverage Section III -Physical Damage Coverage, Paragraph AA. is amended to add the following: c. Hired Auto Physical Damage Coverage If Comprehensive Coverage, Specified Causes of Loss or Collision Coverage is shown in the Declarations for any covered "auto", then the same type of Physical Damage Coverage is provided for any Hired Auto, subject to the following: (1)The most we will pay for any one"accident"or"loss" is the lesser of. (a) The actual cash value of the covered"auto" at the time of the "loss"; or (b) The actual cost to repair or replace such covered"auto"at the time of the `loss". (2) The Limit of Insurance as determined under Paragraph 1. above, will be reduced by any applicable Comprehensive or Collision deductible for each covered "auto". This deductible will be equal to the largest deductible applicable under any coverage for such covered "auto'. No deductible applies to "loss"caused by fire or lightning. (3)The coverage provided by this Coverage Extension will be excess over any other collectible insurance. (4) Subject to Paragraphs 1., 2., and 3. above, we will provide the broadest coverage applicable to any covered "auto"shown in the Declarations. (5) For coverage provided under this coverage extension,the last sentence of Paragraph AA.b.of Section III—Physical Damage Coverage, is deleted and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3,000 per "accident" if loss of use results from an "accident" for which you are legally liable and the lessor incurs a financial loss. CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc.,with Page 5 of 9 its permission Attachment Code:D669584 Certificate ID: 19208445 K. Total Theft of a Covered Auto Section III—Physical Damage Coverage, Paragraph A.4. is amended to add the following: d. Total Theft of a Covered Auto In the event of the total theft of a covered "auto": (1) Coverage includes personal items in the covered "auto" at the time of loss up to a maximum of$500. No deductible applies to this coverage. (2) We will pay reasonable expenses for returning the stolen covered "auto" to you once it is recovered, up to a maximum of$1,000. No deductible applies to this coverage. L. Auto Loan 1 Lease Gap Protection Section III—Physical Damage Coverage, Paragraph A.4. is amended to add the following: e. Auto Loan 1 Lease Gap Coverage In the event of a total "loss" of a covered "auto" shown in the Declarations for which Physical Damage Coverage is provided, we will provide coverage for any unpaid amount due on the lease or loan for such covered"auto", less the following: (1) The amount paid under the Physical Damage Coverage Section of the Policy for that covered "auto'; and (2) Any: (a) Overdue or any deferred lease or loan payments at the time of the"loss'; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. Customization Coverage Section III—Physical Damage Coverage, Paragraph A.4. is amended to add the following: f. Customization Coverage (1) We will pay with respect to a covered "auto' for "loss' to automobile customization which includes special carpeting and insulation, height - extended roofs and custom murals, paintings, vinyl wraps or other details or graphics. (2) Our limit of liability for"loss' to automobile customizations in any one"loss' shall be the least of: (a) The actual cash value of the stolen or damaged property; (b) The amount necessary to repair or replace the property; or (c) $2,000. This Coverage Extension does not apply to electronic equipment. Page 6 of 9 Includes material copyrighted by Insurance Services Office, Inc., with CA 83 63 03 23 its permission Attachment Code:D669584 Certificate I➢: 19208445 N. Newly Acquired Owned Autos And Donated Autos Physical Damage Coverage Section III—Physical Damage Coverage, Paragraph A.4. is amended to add the following: g. Newly Acquired Owned Autos and Donated Autos Physical Damage Coverage (1) If Comprehensive, Specified Causes of Loss, or Collision Coverage is provided by this Policy, the coverage is extended to apply to Physical Damage "loss" to your newly acquired owned "autos" and donated autos. We will provide the broadest coverage available to any covered "auto" shown in the Declarations. (2)The most we will pay for"loss"to a newly acquired "auto' or donated auto is the least of: (a) The actual cash value of the damaged or stolen property as of the time the "loss," or your actual cost of purchase of the newly acquired "auto",whichever is more; (b)The actual cost of: i. Replacing the damaged or stolen property with other property of like kind and quality; or ii. Repairing the damaged property without deduction for depreciation; or (c)$100,000. However, the most we will pay for all covered physical damage "loss" for newly acquired autos and donated autos occurring during the policy period shown on the Declarations is $100,000. (3) For each newly acquired "auto' our obligation to pay"loss" will be reduced by a deductible equal to the highest deductible applicable to any "auto' for that coverage. No deductible will be applied to "loss" caused by fire or lightning. (4) Coverage under this Extension, for newly acquired owned "autos" is afforded until you notify us to add the newly acquired owned vehicle to your auto schedule or until the end of the policy period, whichever is earlier. O. Rental Reimbursement Coverage Extension Section III—Physical Damage Coverage, Paragraph A.4. is amended to add the following: h. Rental Reimbursement Coverage (1) For those covered"autos"for which you carry Comprehensive or Specified Cause of Loss Coverage: (a) We will pay up to $100 per day, for up to 30 days,for Rental Reimbursement Expenses incurred by you for the rental of an "auto" because of a"loss"to a covered "auto". (b) We will pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered"auto". (2) We will pay under this coverage extension only that amount of your Rental Reimbursement Expenses which is not already provided under Paragraph I.Transportation Expenses of this endorsement. P.Accidental Discharge—Airbag Coverage Section III — Physical Damage Coverage, Exclusion B.3.a. does not apply to "loss" due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. Original Equipment Manufacturer(OEM) Part Replacement CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc.,with Page 7 of 9 its permission Attachment Code:D669584 Certificate ID: 19208445 Section Ill—Physical Damage Coverage, Paragraph C.1. is amended to include the following: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer(OEM) replacement parts if the damaged parts cannot be repaired. R. Multiple Deductibles Section III--Physical Damage Coverage, Paragraph D. is amended to add the following: When two or more covered "autos" sustain "loss" in a single incident, a single Physical Damage deductible will apply to the total "loss" for all covered "autos." That deductible will be the largest of all deductibles applying to any of the covered "autos" involved in the single incident. S. Notice and Knowledge of Occurrence—Duties in the event of an Accident, Claim, Suit or Loss 1. Section IV—Business Auto Conditions, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of"accident,"claim, "suit"or"loss,"you must give us or our authorized representative notice as soon as practicable of the"accident" or"loss" after the "accident" or"loss"is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the"accident" or"loss"occurred; (2) The"insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 2. Section IV—Business Auto Conditions, Paragraph A.2.b(2) is deleted and replaced with the following: (2) As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or"suit" after the claim or"suit" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. Blanket Waiver of Subrogation by Written Contract Section IV—Business Auto Conditions, Paragraph A.S. is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any"accident" or"loss", provided that the "accident" or "loss" arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. Unintentional Errors and Omissions Section IV--Business Auto Conditions, Paragraph B.2. is amended to add the following: However, if you should unintentionally mispresent or conceal information to us at any time, we will not deny coverage under this policy based on this unintentional error or omission. This provision does not affect our right to cancel or non-renew your coverage or collect additional premium for any added exposures. Page 8 of 9 Includes material copyrighted by Insurance Services Office, Inc.,with CA 83 63 03 23 its permission Attachment Code:D669584 Certificate ID: I9208445 V. Mental Anguish Section V—Definitions, Definition C. "Bodily Injury" is deleted and replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person including death resulting from any of these. `Bodily Injury"also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. i CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with Page 9 of 9 its permission F6/29/2026 E(MMIDDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE Ill 6/30/2027 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 Locklon Companies,LLC CONTACT NAME: DBA Lockton Insurance Brokers,LLC in CA PHONE FAX CA license#OF15767 A/C Ext: A/C,No E-MAIL 8110 E Union Ave.,Ste.100 ADDRESS: Denver CO 80237 INSURER(S)AFFORDING COVERAGE NAIC# deriver-certs@lockton.com INSURER A:Berkley National Insurance Company 38911 INSURED Enna Solutions,Inc. INSURER B:Indian Harbor Insurance Company 36940 1526895 1155 Perimeter Center West,Suite 500 INSURER C:Associated Industries Insurance Co,Inc. 23140 Sandy Springs,GA 30338 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 21793225 REVISION NUMBER: XXXXXXX 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/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y TCP 7022821-13 6/30/2026 0/30/2027 EACH OCCURRENCE $ 1,000,000 DAMAGE TCLAIMS-MADE � OCCUR PREM SESOEa olccur.rice $ 1,000,000 X Deductible: $0 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2000000 X POLICY JE� � LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y y TCP 7022821-13 6/30/2026 6/30/2027 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY Per accident Com ./Coll Ded. $ 1,000 A X UMBRELLA LIAB X OCCUR N N TCP 7022821-13 6/30/2026 6/30/2027 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ $0 $ XXXXXXX WORKERS COMPENSATION PER OTH- A AND EMPLOYERS'LIABILITY YIN Y TWC 7022822-14 6/30/2026 6/30/2027 X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1000 000 OFFICER/MEMBER EXCLUDED? FN 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 B Primary Tech E&O/Ober/PL N Y MTP9050830 00 6/30/2026 6/30/2027 $5M Per Clain.SIR:$50K C Excess Tech E&O/Cyber ACL 1276540 00 6/30/2026 6/30/2027 $5,000,000 xs$5,000,000 Per Claim DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Tech E&O liability is included in the Professional liability policy* City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier.Waiver of Subrogation applies per attached endorsement(s)or policy language. APPROVED By Tu Tran Nguyen at 9:15 am,Jul 13,2026 CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 21793225 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza(M-17) P.O.BOX 1988 AUTHORIZED REPRESENTATIVE Santa Ana,CA 92702 C,1988-20-.o ACORD CORPtr'RATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS(Use only if more space is required) RE:Professional Liability: If an insured has waived its right to subrogate against a Third Party through written agreement made before an incident or event giving rise to a Claim or Loss has occurred,then the Insurer waives its rights to subrogation against such Third Party.Any recovery received will first be applied against any payment made by the Insurer with any balance remaining thereafter being remitted to or retained by the Company or Insured.Recovery by the Insurer from reinsurance will not be deemed a recovery hereunder. ACORD 25(2016/03) Certificate Holder 1D:21793225 Attachment Code:D644713 Master 1D: 1526895,Certificate 1D:21793225 City of Santa Ana LOCKTON0 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, CA 92702 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless deliveryof Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 21793225. -Email: mountainwestedelivery@lockton.com -Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue,Suite 100 Denver, CO 80237 Attachment Code:D617821 Certificate 1D:21793225 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: TCP 7022821-13 CG 83 60 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured — Lessors of Leased L. Duties in the Event of Occurrence, Equipment Offense, Claim or Suit B. Additional Insured —Owners, Managers M. Expected or Intended Injury or or Lessors of Premises Damage (Property Damage) C. Additional Insured - Primary_ and N. Damage to Premises Rented To You Non- contributor D. Additional Insured—Vendors O. Medical Payments E. Additional Insured—Written Contract or P. Non-owned Aircraft A reement F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission amage to Property— borrowed Equipment, Waiver ot Subrogation - BlanKet Customer Goods, Use of Elevators K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for"bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or"property damage" caused by an "occurrence" that takes place, or"personal and advertising injury" caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II -Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any "bodily injury" or"property damage" caused by an "occurrence" that takes place, or"personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. Attachment Code:D617821 Certificate 1D:21793225 C. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED -VENDORS Under Section II -Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or"property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Arises out of"your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in "your products" made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of"your products"; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of"your products"; or f. "Your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED -WRITTEN CONTRACT OR AGREEMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your"locations" owned by or rented or leased to you. Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code:D617821 Certificate 1D:21793225 2. Under Section V- Definitions, the following is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II -Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. "Bodily injury"to: a. A co-participant, your"employee" or"volunteer worker"while participating in amateur athletic activities that you sponsor; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. "Property damage"to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co-participant, your"employee" or"volunteer worker"; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V - Definitions, the definition of"bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II -Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for"property damage" liability is subject to the following: 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because"your work" was incorrectly performed on it; do not apply to"property damage" to "customers' goods"while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. 2. Subject to the Each Occurrence Limit, the most we will pay for"property damage" to "customers' goods" is $25,000 per"occurrence". 3. Under Section V- Definitions, the following is added: "Customers' goods" means goods of your customer on your premises for the purpose of being: a. Repaired; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. Attachment Code:D617821 Certificate 1D:21793225 b. Used in your manufacturing process. 4. Under Section IV-Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II -Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 2. Under Section V- Definitions, the following definition is added: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV-Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an "occurrence" offense, claim or"suit"; and b. Send us documents concerning a claim or"suit" apply only when such accident claim, "suit" or loss is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)An executive officer of the corporation or insurance manager, if you are a corporation; or (4)A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular"occurrence" is a liability claim rather than a workers' compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I -Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I -Coverage A-Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I -Coverage A- Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code:D617821 Certificate 1D:21793225 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of"property damage" to premises while rented to you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV- Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. "Insured contract' of Section V - Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I -Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft,Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II -Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft,Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. Attachment Code:D617821 Certificate 1D:21793225 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II -Who Is An Insured, item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I -Coverages, Supplementary Payments -Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the"insured" is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV- Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION - BLANKET Under Section IV- Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the"products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or"property damage", that requires you to waive your rights of recovery. Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code:D636838 Certificate 1D:21793225 COMMERCIAL AUTOMOBILE CA 83 63 04 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following form: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the policy, the provisions of this endorsement apply. This is a summary of the various additional coverages and coverage modifications provided by this endorsement. For complete details on specific coverages, consult the actual policy wording. SCHEDULE Coverage Limit of Insurance Who is an Insured - Employees, Partners, Members, Included Volunteers and Board Members Automatic Additional Insureds- By Contract and Primary and Included Non-Contributory Provision Leased Auto Coverage Included Owned Subsidiaries and Newly Acquired or Formed Included Organizations Supplementary Payments - Bail Bonds $5,000 Supplementary Payments - Loss of Earnings $1,000 - Per Day Fellow Employee Included Physical Damage Coverage Extensions-Towing $200 -Any Auto Physical Damage Coverage Extensions- Glass Breakage No Deductible Physical Damage Coverage Extensions - $100- Per Day Transportation Expenses $3,000 - Maximum Hired Auto Physical Damage Coverage $100- Per Day $3,000- Maximum Total Theft of a Covered Auto $500 - Personal Items $1,000 - Reasonable Expenses to Return Stolen Auto Auto Loan /Lease Gap Protection Included Customization Coverage $2,000 Newly Acquired Owned Autos and Donated Autos $100,000 Physical Damage Coverage Rental Reimbursement Coverage $100 per day up to 30 days $500 for reasonable expenses to remove and replace your materials and equipment Accidental Discharge-Airbag Coverage Included Original Equipment Manufacturer OEM Part Replacement Included Multiple Deductibles Included CA 83 63 04 18 Includes copyrighted material of Insurance Services Page 1 of 6 Office, Inc., with its permission Attachment Code:D636838 Certificate 1D:21793225 SCHEDULE (Continued) Coverage Limit of Insurance Notice and Knowledge of Occurrence - Duties in the Event of Included Accident, Claim, Suit or Loss Blanket Waiver of Subrogation By Written Contract Included Unintentional Errors And Omissions Included Mental Anguish I Included A. WHO IS AN INSURED - EMPLOYEES, PARTNERS, MEMBERS, VOLUNTEERS AND BOARD MEMBERS The following is added to Section II -Covered Autos Liability Coverage, Paragraph A.1. Who Is An Insured: d. Any "employee", partner or member of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. e. Anyone volunteering services to you while using a covered "auto"you don't own, hire or borrow in activities necessary to your business. Anyone else who furnishes that"auto" is also an "insured". f. Board members (or their spouses)while renting a vehicle while on business for the named insured. B. AUTOMATIC ADDITIONAL INSUREDS BY CONTRACT AND PRIMARY AND NON-CONTRIBUTORY PROVISION 1. Section II -Covered Autos Liability Coverage, Paragraph A.1. Who is An Insured is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under a written contract or written agreement in effect on the date of the "accident"; and signed by all parties prior to the"accident." 2. This person or organization is an Additional Insured only to the extent you are liable for an "accident" caused, in whole or in part, by the use of a covered "auto" being driven by you or any "insured." However: a. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and b. If coverage provided to the Additional Insured is required by a written contract or written agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. 3. With respect to insurance provided to an Additional Insured the following provisions apply: a. This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1)The Additional Insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2)Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. LEASED AUTO COVERAGE With respect to insurance provided to an Additional Insured who is a lessor of a "leased auto" the following provisions apply: 1. Section II -Covered Autos Liability Coverage, Paragraph A. Coverage is amended by adding the following: a. Any"leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not covered "auto"you hire or borrow. Page 2 of 6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission Attachment Code:D636839 Certificate 1D:21793225 P. ACCIDENTAL DISCHARGE -AIRBAG COVERAGE Section III - Physical Damage Coverage, Exclusion B.3.a. does not apply to "loss" due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. ORIGINAL EQUIPMENT MANUFACTURER(OEM) PART REPLACEMENT Section III - Physical Damage Coverage, Paragraph C.1. Limits of Insurance is amended to include the following: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts)with new Original Equipment Manufacturer(OEM) replacement parts if the damage parts cannot be repaired. R. MULTIPLE DEDUCTIBLES Section III - Physical Damage Coverage, Paragraph D. Deductible is amended to add the following: When two or more covered "autos" sustain "loss" in a single incident, a single Physical Damage deductible will apply to the total "loss" for all covered "autos." That deductible will be the largest of all deductibles applying to any of the covered "autos" involved in the single incident. S. NOTICE AND KNOWLEDGE OF OCCURRENCE - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 1. Section IV- Business Auto Conditions, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of"accident," claim, "suit" or"loss," you must give us or our authorized representative notice as soon as practicable of the "accident" or"loss" after the "accident" or"loss" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the "accident" or"loss" occurred; (2) The "insured's" name and address; and (3)To the extent possible, the names and addresses of any injured persons and witnesses. 2. Section IV- Business Auto Conditions, Paragraph A.2.b(2) is deleted and replaced with the following: (2)As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or"suit" after the claim or"suit" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. BLANKET WAIVER OF SUBROGATION BY WRITTEN CONTRACT Section IV- Business Auto Conditions, Paragraph A.S. is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any "accident" or"loss", provided that the "accident" or"loss" arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. UNINTENTIONAL ERRORS AND OMISSIONS Section IV- Business Auto Conditions, Paragraph B.2. is amended to add the following: However, if you should unintentionally mispresent or conceal information to us at any time, we will not deny coverage under this policy based on this unintentional error or omission. This provision does not affect our right to cancel or non-renew your coverage or collect additional premium for any added exposures. V. MENTAL ANGUISH Section V- Definitions, Definition C. "Bodily Injury" is deleted and replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person including death resulting from any of these. "Bodily Injury" also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. Page 6 of 6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission Attachment Code:D631112 Certificate ID:21793225 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which you have agreed to waive your rights of recovery in a written contract, provided such contract was executed prior to the date of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. 6/30/2026 TWC 7022822-14 Insured Premium EUNA Solutions Insurance Company: Countersigned by Berkley National Insurance Company WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance Page 1 of 1 Attachment Code: D631112 Certificate ID: 19209445 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which you have agreed to waive your rights of recovery in a written contract, provided such contract was executed prior to the date of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. 6/30/2025 TWC 7022822-13 Insured Premium EUNA Solutions Insurance Company: Countersigned by Berkley National Insurance Company WC 00 03 13 04 84 ©1983 National Council on Compensation Insurance Page 1 of 1