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HomeMy WebLinkAboutTRUE NORTH RESEARCH, INC INSURANCF ON FILL WORK 'ki^Y PP!TFFD A-2025-1 79 CITY F. ; DATE DEC 15 2025 0"(, o (01 AGREEMENT WITH TRUE NORTH RESEARCH, INC. 1 �neeyn puu�r (pz) FOR SCIENTIFIC POLLING SERVICES THIS AGREEMENT is made and entered into on this 4Tx day of November,2025 by and between True North Research, Inc., a California 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 August 6, 2025, the City issued a Request for Proposal No. 25-105 ("RFP"), by which the City sought a Consultant having skill and knowledge in the field of providing scientific polling services. The RFP is referenced herein as if incorporated in full. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide such services to the City as described in the scope of work that was included in the RFP. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement, including any extensions exercised between the parties for optional services, shall not exceed $198,250. This amount includes services rendered to perform the Baseline Services pursuant to Phase One. City shall compensate Consultant for optional Phase Two services requested, in writing, at the sole discretion of the City. 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 Page 1 of 9 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 the date first written above and continue until November 30, 2026 with the option for the City to grant up to two (2) one (1) year extensions, 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 contractor and not an.employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services.Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding;taxes. S. OWNERSHIP OF MATERIALS a. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium. of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents &Data. Consultant makes no such representation and warranty in regard to Documents&Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. b. City agrees and understands that Consultant is not obligated to produce, transmit, or otherwise provide to the City any raw data or the individual survey responses provided to Consultant for services rendered per this Agreement. All data, records, and Page 2 of 9 responses collected by the Consultant from respondents participating in any surveys conducted, pursuant to the terms of this Agreement, contain the respondents' confidential and personally identifiable information and shall remain the property of the Consultant. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees,contractors, special counsel,and representatives from.liability: (1) for personal injury, darnages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and(2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or-effects arising from this Agreement and as a result of the negligence, errors, or omissions of the Consultant. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement and as a result of the negligence, errors, or omissions of the Consultant. The Consultant further agrees to indemnify,hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of,or effects arising from this Agreement and as a result of the negligence,errors,or omissions of the Consultant. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8,the above indemnity shall be limited,to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8, INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including casts, for infringement of any United States' letters patent,trademark,or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to Page 3 of 9 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three(3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created Pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential. information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the Consultant disclosed in a publicly available source; (c) is in 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 CaIPERS 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. Page 4 of 9 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 ofinterest, it must immediately make full written disclosure of such facts to the City, Full 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 finds 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. 11, NON-DISCRIMINATION Consultant shall not discriminate because of race, color,creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In 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. Page 5 of 9 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 ftecutive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach,failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree.that 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 pennits, 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: i Page 6of9 To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With courtesy copies to: City Manager's Ogee City of Santa Ana 20 Civic Center Plaza(M-31) P.O. Box 1988 Santa Ana, California.92702 To Consultant: Ttue North Research, Inc. Attn: Timothy McLarney, Ph.D, President 1592 N. Coast Highway 101 Encinitas, CA 92024 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 email, 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. [signature page to follow] Page 7 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer a Alvaro Nunez City CIe City Manager APPROVED AS TO FORM: SONIA R. CARVALHO TRUE NORTH RESEARCH, INC. City Attorney Timothy McLarney, Ph.D, President Page 8 of EXHIBIT A SCOPE OF SERVICES CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Consultant shall perform services as set forth below. The City desires to conduct a baseline survey to better understand the public's perception of services and budget priorities, assess the likelihood of success of one or more revenue ballot measures, and understand voter response to a potential revenue ballot measure. The successful Consultant, at a minimum, must provide all instruments, equipment, tools, personnel, and supervision required to complete the statistically valid survey/polling services outlined below. PUBLIC OPINION SURVEY The selected Consultant will have the necessary experience to assist the City in conducting a survey to assess the feasibility and probability of a successful revenue ballot measure in an upcoming election. Work includes, but is not limited to: a. Review the City's culture, local voter and resident demographics, results on past revenue/ballot measures and other data sources. b. Research local tax proposals that may compete with Santa Ana's potential revenue measure. c. Provide an analysis and recommendations regarding the best election cycle for a potential revenue ballot measure, considering voter engagement, timing, and community priorities. d. Design a survey questionnaire in English, Spanish, and Vietnamese, and establish statistically valid sampling and survey methods to assess community support for revenue measures and their perception of the City's services and budget priorities. e. Conduct statistically valid surveys/polls to gauge support for revenue measures, ensuring availability in English, Spanish, and Vietnamese. f. Recommend appropriate sample sizes to achieve 95% and 97% confidence levels. g. Surveying/polling results must include the following: i. Highlight community support for specific projects and services, and preferred revenue measures. ii. Provide statistical data and recommendations on potential revenue measure(s). iii. Measure the effectiveness of subsequent public education and outreach efforts. iv. Gauge how support would change based on the rate and level of revenue generated. h. Draft and present a comprehensive final report detailing polling results, findings, limitations and challenges, and recommendations. The Consultant will develop and make presentations of the results to staff, council members, or other key stakeholders. COMMUNICATIONS AND REPORTING The Consultant will meet with City staff for a kick-off meeting to discuss the project. Regular meetings will be held with staff as polling questions are developed and reports are prepared to discuss issues, concerns, and recommendations. The Consultant must provide regular updates on analysis, recommendations, and project milestones. Before issuing the final report, the Consultant will meet with City staff to review the draft report and recommendations for presentation to the City Council. The Consultant will present data and recommendations at a regular City Council meeting determined by City staff. r ��� CITY OF SANTA ANA BALLOT MEASURE DEVELOPMENT AND STAKEHOLDER ENGAGEMENT If the City moves forward with the placement of a revenue measure on the November 2026 ballot, the scope of work includes assistance in developing the ballot measure, ordinance language, and public outreach. This includes review of City-developed information and education materials and identification of the most effective methods of information distribution for Santa Ana voters. The Consultant will assist with developing strategies and plans to inform and engage key internal stakeholder groups and influential external groups including elected leaders, business leaders, City leaders, community leaders, taxpayer groups, and others. EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable C 0 S T P R O P O S A L For the City's convenience, we have separated our proposed costs by phase. True North's fixed-fee, not to exceed cost for conducting the baseline research (Phase 1) will be S32,500 assuming the survey is designed to test a single financial mechanism and employs a sample size of 600 completed interviews. If the City seeks to test two financial mechanisms, it will likely require a split-sample approach and larger sample size (800), in which case the cost for Phase 1 will be $38,250. If the Phase 1 survey results are promising and the City chooses to move forward with a revenue measure, the consulting costs for Phase 2 will have two components—a monthly fee of $10,000 forTeamCivX's and Presidio's consulting on measure preparation, strategy, coali- tion building, and communications, and $31 ,500 for a tracking survey in summer 2026 to pro- vide Council with up-to-date information prior to placing a measure on the ballot. Assuming an eight month engagement for Phase 2 Oanuary - August), the total consulting fees for Phase 2 will be $111 ,500. We will also recommend a separate budget for advertising, printing and production of informa- tional materials. The cost to print and mail an informational brochure will depend on the struc- ture and targeted audience. To prepare and mail a single multilingual piece to all 64,115 registered voter households in the City of Santa Ana will cost $48,500. If targeting a piece in a single language to appropriate households, the costs will be $31 ,000 for English-only house- holds, $16,500 for Spanish language households, and $9,250 for Vietnamese language house- holds. For budgeting purposes, most public agencies send two to three mailings per voter household during the ballot measure planning process. City of Santa Ana True North Research, Inc. © 2025 EXHIBIT C Insurance Requirements Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Terns of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE I.. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an"occurrence"basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability (AL): Insurance Services Office Fornr CA 00 01 covering Code I (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, 3. Workers' Compensation (WC): as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified rninimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies arc to contain or be endorsed to contain the following provisions: . City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL and AL 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 company(ies)agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Consultant's CGL, AL, and WC policies 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, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision trust 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: City Manager's Office, 20 Civic Center Plaza, M-31, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certiricate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention, Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. TRUEN-1 OP ID: ED DATE(MMfDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 10/0812025 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 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 NAME:CONTACT Eric Dirk Tague Insurance Agency PHONE FAX 1365 W.Vista Way Suite 200 AIC No Ext:760-729-1143 Arc No,760-729-8617 Vista,CA 92083 nDO Steven Tague lss:ericd@tagueins.com INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:The Hartford 29424 INSURED True North Research,Inc. INSURER e:Federal Insurance Company 22357 1588-1692 N Coast Highway 101 INSURERC:Landmark American Insurance Co 33138 Encinitas, CA 92024 - - wsURERD.AXIS Surplus Insurance Company 37273 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR TYPE OF INSURANCE ADDL;SUDR - POLICY EFF POLICY EXP LTR POLICY NUMBER MMIDDIYYYY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _ $ 2,000,000 CLAIMS-MADE I X OCCUR 72SBABN3SG8 0810512025 08105/2026 DAMAGE TO RENTED - - PREMISES Ea occurrence 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY 5 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY jEO LOC PRODUCTS-COMP70PAGG_ s 4,000,.000 OTHER- $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 5 2,000,000 Ea accident B X ANY AUTO 72UECUM1800 04117/2025 04/17/2026 BODILY INJURY(Per person) $ ALLOWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ HIRE{]AUTDS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident 5 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LLAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X I PER OTH- AND EMPLOYERS'LLABILITY STATUTE _ ER A ANY PROPRIETORIPARTNER/FXECUTIVE YIN 72WECGD7152 03/04/2025 03/0412026 E.L.EACHACCIDE_NT S 11000,00 OF EXCLUDED? N f A (Mandatary In NH] E,L EMPLOYEES DISEASE-EA 1,000,00 If yes,describe under - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 5 1,000,00 C Professional Liab LHR868139 0710212025 07/02/2026 E&O Agg 2,000,00 D Cyber Liab EHJ-ADN02355366 06112/2025 06/1112026 Cyber 1,000,00 DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES IACORD 1 D1,Additional Remarks Schedule,may be attached if more space Is required( Certificate holder is named as additional insured,waiver of subrogation and primary&non-contributory wording apply per attached endorsements. APPROVED By Lu1sa Najera at 5:07 pm,Dec 12,2025 CERTIFICATE HOLDER CANCELLATION CITY081 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City f Santa A THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty o Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE i ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: 1. Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Form SS 12 15 03 00 Page 1 of 1 © 2000, The Hartford BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights,duties and what Is and is not covered. Throughout this'policy the words"you"and"your"refer to the Named Insured shown in the Declarations. The words "we","us"and"our"refer to the stock Insurance company member of The Hartford providing this Insurance. The word"insured"means any person or organlzafiton qualifying as such under Section C.-Who Is An Insured. Other words and phrases that appear In quotation marks have special meaning. Refer to Section G.-Liability And Medical Expenses Definitlons. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE~ (BODILY damage" Is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence"that takes place In the AND ADVERTISING INJURY) "coverage territory": Insuring Agreement (b) The "bodily injury" or "property damages occurs during the policy a. We will pay those sums that the Insured period;and becomes legally obligated to pay as (c) Prior to the policy period,no insured damages because of "bodily injury', listed under Paragraph 1,of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this Insurance "employee"authorized by you to give applies. We will have the right and duty to or receive notice of an 'occurrence" defend the Insured against any "suit" or claim,knew that the"bodily injury" seeking those damages. However, we will have no duty to defend the Insured against or"property damage" had occurred, any "suit" seeking damages for "bodily in whole or in part. If such a listed injury", "property damage" or"personal and Ensured or authorized "employee" knew, prior to the policy period,that advertising injury' to which this Insurance the "bodily Injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence"or offense and settle any claim of such "bodily Injury" or "property or"suit"that may result. But: damage" during or after the Polley (1) The amount we will pay for damages Is period will be deemed to have been limited as described in Section A. - known prior to the policy period. Liability And Medical Expenses Limite (2) To "personal and advertising Injury" Of Insurance;and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only If the offense was we have used up the applicable limit of committed In the "coverage territory" insurance In the payment of judgments, during the policy period. settlements or medical expenses to which a. "Bodily injury" or"property damage"will be this Insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services Is covered unless Insured listed under Paragraph 1.of Section expilcltly provided for under Coverage C.—Who Is An Insured or arty"employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This Insurance applies: of an"occurrence"or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage"and If: Injury or property damage to us or g y any other insurer, Form SS 00 08 04 05 Page 1 of 24 CP 2005,The Hartford BUSINESS LABILITY COVERAGE FORM (2) Receives a written or verbal demand or b, We will make these payments regardless of claim for damages because of the"bodily fault. These payments will not exceed the Injury"or"property damage";or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for. "bodily Injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of"bodily Injury"include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, lass of services or devices;and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, Injury"' professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily Injury" arising out of the S. COVERAGE EXTENSION rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any"suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence",but only if: (1) Ali expenses we Incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of ball bonds emergency medical technician or required because of accidents or traffic paramedic Is employed by you to law violations arising out of the use of provide such services;and any vehicle to which Business Liability (b) You are not engaged In the Coverage for"bodily injury"applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond limits of insurance for incidental medical amounts within the applicable limit of malpractice, any act or omission Insurance. We do not have to famish together with all related acts or these bonds. omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be Insured at our request to assist us In the I considered one"occurrence". Investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", Including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs faxed against the Insured in below for "bodily Injury" caused by an the"suit". accident: (ti) Pre]udgment interest awarded against (1) On premises you own or rent; the insured on that part of the Judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent;or applicable limit of Insurance,we will not (3) Because of your operations; pay any prejudgment interest based on provided that: that period of time after the offer. 1 The accident takes lace in the (7) All Interest on the full amount of any ( ) P judgment that accrues after entry of the "coverage territory' and during the judgment and before we have paid, policy period; offered to pay, or deposited In court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of Insurance. the accident;and Any amounts paid under (1) through (7) (3) The Injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 98 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above oondltlons are met, and an Indemnitee of the insured Is also attorneys' fees Incurred by us In the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses Incurred by us and ' following conditions are met: necessary litigation expenses Incurred (1) The "suit" against the Indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provislons of indemnitee In a contract or agreement Paragraph 11-b-(b) of Section 13. that is an"Insured contract"; Exclusions, such payments will not be (2) This Insurance applies to such Ilabi ity deemed to be damages for "bodily assumed by the Insured; Injury"and"property damage"and will (3) The obligation to defend,or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the Insured in indemnitee and to pay far attorneys fees the same"Insured contract'; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: Informaton we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of Insurance In the payment of appears to exist between the interests judgments or settlements;or of the Insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The Indemnitee and the Insured, ask Paragraph(6)above,are no longer meL us to conduct and control the defense B. EXCLUSIONS of that Indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the Indemnitee;and a, Expected Or Intended Injury (6) The Indemnitee: (1) "Bodily Injury" or "property damage" (a) Agrees in writing to; expected or Intended from the O Cooperate I with us in the standpoint of the Insured. " This p exclusion does not apply to bodily Investigation, settlement or Injury" or "property damage" resulting defense of the"suit"; from the use of reasonable force to (11) Immediately send us copies of protect persons or property;or any demands, notices, (2) "Personal and advertising injury"arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or, with the consent or the"suit"; acquiescence of the Insured with the (111)Notify any other Insurer whose expectation of Inflicting "personal and coverage is available to the advertising Injury/'- Indemnitee;and b. Contractual Liability (iv) Cooperate with us with (1) "Bodily Injury"or"property damage";or respect to coordinating other applicable Insurance available (2) "Personal and advertising injury" to the Indemnites;and for which the Insured Is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability In a contractor agreement. (1) Obtain records and other This exclusion doss not apply to liability information related to the for damages because of "suit';and (a) "Bodily Injury","properly damage"or (11) Conduct and control the personal and advertising injury"that defense of the Indemnitee in the insured would have in the such"suit". absence of the contract or agreement;or Form 5S 00 08 04 05 Wage 3 of 24 BUSINESS LIAIMUTY COVERAGE FORM (b) "Bodily Injury"or"property damage" (b) Performing duties related to the assumed In a contract or agreement conduct of the Insured's business,or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily Injury" or sister of that "employee" as a "Property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed In (1) Whether the Insured may be liable as an "insured contract", reasonable an employer or in any other capacity; allomays' fees and necessary and litigation expenses Incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the Injury. "bodily injury" or"property damage" This exclusion does not apply to liability provided: assumed by the Insured under an"insured (1) Liability to such party for,or for contract". the cost of,that party's defense f. Pollution has also been assumed in the same"insured contract',and (t) "Bodily Injury", "property damage" or (11) Such attorneys' fees and "personal and advertising injury" arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage,migration,release or escape civil or alternative dispute of"pollutants": resolution proceeding In which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which Is or was at any o. Liquor Liability time owned or occupied by, or rented or loaned to any Insured. "Bodily Injury" or "property damage" for However, this subparagraph does which any Insured may be held liable by not apply to: reason of. (1) "Bodily Injury"if sustained within (1) Causing or contributing to the a building and caused by Intoxication of any person; smoke, fumes, vapor or scot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, underthe influence of alcohol;or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that Is used to relating to the sale,gift, distribution or heat water for personal use,by the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only If you are in the (i1) "Bodily injury" or "property business of manufacturing, distributing, damage"for which you may be selling, searing or furnishing alcoholic held liable, If you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises,site or Laws location has been added to your Any obligation of the Insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations perrarmed for that any similar law. additional insured at that e. Employer's Llabllity premises, site or location and "Bodily Injury"to: such premises, site or location (1) An "employee" of the Insured arising Is not and never was owned or r out of and In the course of: loaned ed by, or ranted loaned to, any Insured, other (a) Employment by the Insured;or than that additional insured;or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVSRAGE FORM (111)"Bodily Injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such Insured, contractor or "hostile fire"; subcontractor: (b) At or from any premises, site or (lit "Bodily injury" or "property location which Is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gasses, fumes or disposal, processing or treatment vapors from materials brought of waste: into that building in connecction (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated,disposed of, or processed contractor or subcontractor,or as waste by or for: (111)"Bodily injury" or "property (I) Any insured;or damage" arising out of heat, (fi) Any person or organization or fumes from aon for "hostile fire";or whom you may be legally responsible; (a) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any location on which any Insured or contractors or subcontractors any contractors or subcontractors working directly or indirectly on any working directly or indirectly on insureds behalf are performing any Insured's behalf are operations if the operations are to performing operations if the test for, monitor, dean up, remove, "pollutants" are brought on or to contain,treat, detoxify or neutralze, the premises, site or location In or in any way respond to,or assess connection with such operations the effects of, pollutants. by such Insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any; subparagraph does not apply to: (a) Request,demand,order or statutory (1) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize,or in any way needed to perform the normal respond to,or assess the effects of, electrical, hydraulic or "pollutants";or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, If such fuels,lubricants or other monitoring,cleaning up,removing, operating ttulds escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or In any way store or receive them. This responding to, or assessing the exception does not apply If the effects of,"pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because Intentional discharge, dispersal of"property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority, premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 06 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of"mobile equipment' in, or "Bodily injury" or"property damage"arising whlle In practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any alreraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any Insured, Use Includes I. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even If the claims "personal and advertising injury", however against any Insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing In the supervision, hiring, employment,training or monitoring of others (i) War,including undeclared or civil war; by that Insured, If the "occurrence" which (2) Warlike action by a military force, caused the "bodily Injury' or "property including action in hindering or damage" Involved the ownership, defending against an actual or ' maintenance,use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents;or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by 1 A watercraft while ashore on remises governmental authority In hindering or ( ) p defending against any of these. you own or rent; j, professional Services (2) A watercraft you do not own that Is: "Bodily injury", "property damage" or (a) Less than 51 feet long;and "personal and advertising Injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an"auto" on, or on the ways but Is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the"auto"is not awned by or services; rented or loaned to you or the Insured; (2) preparing, approving, or failing to (4) Liability assumed under any 'Insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily Injury" or "property damage" (3) Supervisory, Inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed In Paragraph f,(2) (4) Medical, surgical, dental, x-ray or or f(3) of the definition of "mobile nursing services treatment, advice or equipment";or Instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service Insured and Is hired,chartered or loaned treatment,advice or Instruction; vuith a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the Insured Instruction for the purpose of has any other Insurance for such"bodily appearance or skin enhancement,hair injury" or "property dernage", whether removal or replacement or personal the other Insurance is primary, excess, grooming; contingent or an any other basis. h. Mobile Equipment (1) Opticsl or hearing aid services Including the prescribing, preparation, "Bodily Injury" or "property damage" fitting, demonstration or distribution of arising cut of: ophthalmia lenses and similar (1) The transportation of"mobile equipment products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form 88 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) Optometry or optometric services Paragraphs (1), (3) and (4) of this Including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitiing,demonstrafion or premises, Including the contents of such distribution of ophthalmic lenses and premises,rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described In piercing); Section D.-Limits Of Insurance. (b) Tattooing,including but not limited Paragraph (2) of this exclusion does not to the Insertion of pigments Into or apply If the premises are "your work' and under the skin;and were never occupied,.rented or held for rental by you. (c) Similar services; Paragraphs(3)and(4)of this exclusion do (10) Services In the practice of pharmacy; not apply to the use of elevators. and paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, Including web under a sidetrack agreement. site des[gn. Paragraphs(3)and(4)of this exclusion do Paragraphs(4)and(6)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment white not being used Malpractice coverage afforded under to perorm operations at a job site. Paragraph 1.e.In Section A.-Coverages. Paragraph (6) of this exclusion does not k, Damage To Property apply to"property damage"included In the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product Including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of IL organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or ma[ntenence of such "Property damage" to "your work" arising property for any reason, Including out of It or any part of it and Included in the prevention of Injury to a person or "products-completed operations hazard". damage to anther's property; This exclusion does not apply If the (2) Premises you sell, give away or damaged work or the work out of which abandon,-If the"properly damage"arises the damage arises was performed on your out of any part of those promises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or Property Not Physically Injured (4) Personal property in the care,custody or ocnirol of the insured; "Property damage" to "Impaired property" (6) That particular part of real properly on or property that has not been physically which you or any contractors or Injured,arising out of: subcontractors working directly or (1) A defect, deficiency, Inadequacy or indirectly an your behalf are performing dangerous conditlon In "your product' operations, if the "property damage" or"your work";or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. Incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical Injury to "your product" or "your work" after It has been put to its Intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or impaired (c) 'Ptie of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, Inspection, publishing artelecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of of web sites for others;or (1) "Your product'; (c) An Internet search, access, (2) "Yourwork";or content or service provider, (3) "Impaired property"; However, this exclusion does not If such product, work or property Is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of"personal and from use by any person or organization advertising injury" In Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, Inadequacy or dangerous Definitions. condition In it. For the purposes of this exclusion, P. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral,written or electronic itself, Is not considered the business of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral,written or electronic or bulletin board the Insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10)Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mall by or at the direction of the Insured; address, domain name or metatags,or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an Implied contract to use (11)Arising out of the violation of a anther's "advertising Idea" In your "advertisement"; persons right of privacy created by (5) Arising out of the failure of goods, any state or federal act products or services to conform with However, this exclusion does not any statement of quality or apply to liability for damages that the performance made In your insured would have in the absence of "advertisement'; such state or fed"act; (6) Arising out of the wrong description of (12)Arising out of: the price of goods,products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; Intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (a) Content from a web site of others other designation of orjgin or displayed within a frame or border authenticity. on your web site. Content Includes However, this exclusion does' not Information, code, sounds, text, apply to Infringement, In your graphics or images;or "advertisement",of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site;or a trademark, trade name, service (II) The presentation or functionality mark or other designation-of origin of an "advertisement' or other or authenticity;or content on yourweb site; Page a of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13)Arising out of a violation of any ant[- (a) May be awarded or incurred by trust law; reason of any claim or suit (1.4)Arising out of the fluctuation In price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securitles;or persons or property which would (15) Arising out of discrimination or not have occurred In whole or In humiliation committed by or at the part but for the asbestos hazard"; direction of any "executive officer", (b) Arise out of any request,demand, director, stockholder, partner or order or statutory or regulatory member of the insured, requirement that arty Insured or others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or In use of, damage to, corruption of, Inability any way respond to or assess the to access, or Inability to manipulate effects of an"asbestos hazard";or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related practices damages because of testing far, "Bodily Injury"or"personal and advertising monitoring, cleaning up, removing, Injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; affects of an"asbestos hazard". (b) Termination of that person's t. Violation of Statutes That Govern E- employment;or Malls, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or emissions,such as Information coercion, demotion, evaluation, "Bodily Injury", "property damage", or reassignment, discipline, "personal and advertising Injury' arising defamation,harassment,humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act(TCPA),including any amendment consequence of "bodily injury" or of or addition to such law; "Personal and advertising Injury"to the (2) The CAN-SPAM Act of 2003,Including person at whom any of the any amendment of or addition to such employment-related practices law;or described in Paragraphs(a),(b),or(c) above Is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohlbits or limits the (1) Whether the insured may be liable as sending.transmitting, eommunlcating or an employer or in any other capacity; distribution of material or Information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c.through h.and IL through c.do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form 38 00 08 04 06 Page 9 of 24 BUSiNESSS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust,you are an Insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any Insured or a tenant of any Insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises Your business, on your"employees", other than either your executive officers (if you To a person Injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company),but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any Insured, If benefits for the conduct of your business. the "bodily Injury"are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are Insureds for: or disability benefits law or a similar law. (1) "Bodily Injury" or "personal and e. Athletics Activities advertising Injury": To a person injured while practicing, (a) To you, to your partners or Instructing or participating in any physical members(if you are a partnership exercises or games, sports or athletic or joint venture),to your members contests. (if you are a limited liability L Products-Completed Operations Hazard company), or to a co-"employee" while In the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while C. WHO l3 AN INSURED performing duties related to the conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the workers' as a consequence of sole owner. Paragraph(1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation Insured. Your members, your partners,and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business, damages because of the Injury c. A limited liability company, you are an described In Paragraphs (1)(a) or Insured. Your members are also insureds, (b)above;or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds,but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company,you services, Paragraph (d) does not apply are an insured. Your"execut[ve officers"and to any nurse, emergency medical directors are Insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Yourstockholders are also Insureds,but only (2) "Property damage"to property: w[ih respect to their liability as stockholders, (a) Owned,occupied or used by, Page 10 of 24 Form 88 00 08 04 05 BUSiNESS LIABILITY COVERAGE FORM (b) Rented to, In the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodity injury" or "property damage" purpose by you, any of your that occurred,or "employees", "volunteer workers", , any partner or member(if you are ( } Personal and advertising injury'a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or farmed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person(other than your"employee"or With respect to"mobile equipment'registered In "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your ProperW permission. Any other person or organization An or organization having proper responsible for the conduct of such person Is Y person g P P er also an Insured,but only with respect to liability temporary custody of your property If you arising out of the operation of the equipment,and die,but only: only if no other insurance of any kind is avallable (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property,and However,no person or organization Is an Insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily Injury" to a co"employee" of the d. Legal Representative If You Die person driving the equipment,or Your legal representative If you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this Insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which Is a legally incorporated entity Is less than 51 feet long and Is not being used of which you own a financial Interest of to carry Persons for a charge,any person Is an more than 50%of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of bsidiary not shown in the Declarations respect person Is also an Insured, but only with su su respect to liability arising out of the operation as a named Insured does not apply to a with respect to which an of the watercraft, and only if no other Injury or damage P Insurance of any kind Is available to that Insured under this Insurance Is also an person or organization for this liability. Insured under another policy or would be an insured under such policy but for its However, no person or organization Is an termination or upon the exhaustion of its insured with respect to: limits of Insurance. a. "Bodily Injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who Is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Harped 6. Additional Insureds When Required By Insured If there is no other similar Insurance Written Contract, Written Agreement Or available to that organization. However. Permit a. Coverage under this provision is afforded The person(s) or organizations) Identified In only until the 480th day after you acquire Paragraphs a. through f below are addltional or form the organization or the and of the insureds when you have agreed, in a written policy period,whichever Is earlier,and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political Inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional Insured on your agreed to make or normally policy, provided the Injury or damage occurs undertakes to make In the usual subsequent to the execution of the dbntraot or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization Is an additional products; Insured under this provision only for that (f) Demonstration, Installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises In connection with the sale of the additional Insured under this provision If such product; person or organization Is Included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you,have been labeled Including all persons or organizations added or relabeled or used as a as additional Insureds under the specific container,part or ingredient of any additional Insured coverage grants in Section other thing or substance by or for ti F.—Optional Additional Insured Coverages. the vendor,or a. Vendors (h) 'Bodily injury" or "property Any person(s)or organlzatlon(s)(referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for Its "bodily Injury" or "property damage"arising own acts or omissions or those of out of'Vour products"which are distributed Its employees or anyone else or sold In the regular course of the vendor's acting an Its behalf. However,this business and only if this Coverage Part exclusion sloes not apply to: provides coverage for "bodily injury" or (i) The exceptions contained In "property damage" Included wlthln the Subparagraphs(d)or(f);or "products-completed operations hazard". (II) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the fallowing additional has agreed to make or normally exclusions: undertakes to make in the usual This Insurance does not apply to: course of business, in connection with the distribution (a) "Bodily Injury" or "property or sale of the products, damage" for which the vendor Is obligated to pay damages by (2) This insurance does not apply to any of the assumption of Insured person or organization from reason liabilityon In a contract or agreement. whom you have acquired such products, or any ingredient, pelt or container, This exclusion does not apply to entering into, accompanying or liability for damages that the vendor would have In the absence containing such products. of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for"bodily in the product made intentionally injury , property damage or "Personal and advertising injury" by the vendor; caused, In whole or In part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment [eased to you by such Inspection, demonstration, testing, person or organization. or the substitution of parts under Instructions from the manufacturer, and then repackaged In the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional Insureds, this Subdivisions Insurance does not apply to any (1) Any state or pol tical subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment, performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has Issued a permit whom you lease land or premises,but (2) With respect to the Insurance afforded only with respect to liability easing out to these additional Insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily Injury", "property damage" leased to you. or "personal and advertising (2) With respect to the Insurance afforded Injury" arising out of operations to these additional insureds, this performed for the state or Insurance does not apply to: muniofpality;or (a) Any "occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant In that completed operaitons hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an Insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily Injury", organization. rty damage" or "personal and d. Architects,Engineers Or Surveyors advertising Injury"caused, in whole or (1) Any architect,engineer,or surveyor,but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting Injury", "property damage" or "personal on your behalf: and advertising Injury'caused, in whole (a) In the performance of your or In part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises yourbehalf owned by or rented to you;or (a) In connection with your premises; (c) In connection with"your work"and or Included within the "productws- (b) In the performance of your completed operations hazard",but ongoing operations performed by only if you or on your behalf. (1) The written contract or written (2) With respect to the Insurance afforded agreement requires you to to these additional Insureds, the provide such coverage to following additional exclusion applies: such additional Insured;and This Insurance does not apply to (11) This Coverage Part provides "bodily injury", "property damage" or coverage for"bodily Injury"or "Personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- fallure to render any professional completed operations hazard". services by or for you,Including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, Insurance does not apply to; maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising Injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, Inspection, architectural, engineering or surveying architectural or engineering services,Including: activities. Form 85 00 08 04 06 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion, (b) Supervisory, Inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2,a, or 2.b above, whichever activities. applies,the most we will pay for the sum of all The limits of Insurance that apply to additional damages because of all "bodily injury", Insureds are described In Section D.—Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" Is the How this insurance applies when other Liability and Medical Expenses Limit shown In Insurance Is available to an additional insured the Declarations, Is described In the Other Insurance Condition The most we will pay far ail medical expenses in Section E.—Liability And Medical Expenses because of "bodily Injury" sustained by any General Conditions. one person Is the Medical Expenses Limit No person or organization is an Insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.1b.above,the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising Injury"sustained by D. LIABILITY AND MEDICAL, EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown In the Declarations. !. The Most We Witi Pay 5, Damage 7o Premises Rented To You Limit The Limits of Insurance shown In the The Damage Premises Rented To Declarations and the rules below fix the most You we will pay regardless of the number of. Limit Is the masstt we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage"to any one premises,while b. Claims made or"suits"brought;or rented to you,or In the case of damage by fire, c. Persons or organlzatlans making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for. In the case of damage by fire, lightning or explosion,the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "Property damage" Included In the caused by the same event, whether such "products-completed operations hazard"Is damage results from fire,lightning or explosion the Products»Compioted Operations or any combination of these. Aggregate Limit shown in the B. How Limits Apply To Additional insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who Is an additional insured and_advertising Injury", including medical under this Coverage Part Is the lesser of expenses, Is the General Aggregate Limit a. The limits of Insurance specified in a shown In the Declarations. written contract, written agreement or This General Aggregate Limit applies parrot issued by a state or political separately to each of your `locatlons" subdivision;or owned by or rented to you. b. The Limits of Insurance shown In the "Location" means premises Involving the Declarations, same or connecting lots, or premises Such amount shall be a part of and not in whose connection is Interrupted only by a addition to the Limits of Insurance shown In street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page i4 of 24 Farm SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of Insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit",the most we will pay legal papers received In connection under this policy and the endorsements Is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other Information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above, (3) Cooperate with us in the Investigation, settlement Hof the claim or defense The Limits of Insurance of this Cover age Park apply against the salt',and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown In the person or organization that may he Declarations, unless the policy period Is extended liable to the insured because of Injury after issuance for an additional period of less than 12 or damage to which this Insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of insurance, d, Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL. EXPENSES No insured will,except at(hat Insured's own GENERAL.CONDITIONS cost, voluntarily make a payment, assume any obligation, or Incur any expense, other 1. Bankruptcy than for first aid,without our consent Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the Insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Fart. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other Insurance available to an Offense,Claim Or Suit additional insured, such additional Insured a. Notice Of Occurrence Or Ofrense must submit such claim or "suit" to the You or any additional insured must seb to other Insurer for defense and indemnity. It that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible,notice should include: permit that this Insurance is primary and (i) How,when and where the"occurrence" non-contributory with the additional insureds own Insurance. or offense took place, f, Knowledge Of An Occurrence,Offense, (2) The names and addresses of any Clain Or Suit Injured persons and witnesses;and Paragraphs a. and b. apply to you or to (3) The nature and location of any Injury any additional Insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b, Notice Of Claim (1) You or any additional insured that Is If a claim is made or "suit" Is brought an Individual; against any insured, you or any additional (2) Any partner, 1f you or an additional Insured must: insured Is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or"suit" and the date received; Insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional Insured must see to insured is a corporation; it that we receive a written notice of the (6) Any trustee, if you or an additional claim or"suit"as soon as practicable. insured Is a trust;or a. Assistance And Cooperation Of The (6) Any elected or appointed official,if you Insured or an additional Insured Is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 16 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have Issued this policy In reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy Is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fall to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the Insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage"liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance Insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a ibss We cover under this which this Insurance applies, we will Coverage Fart, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary insurance law. We will provide the required limits for This Insurance is primary except when b. those coverages. below applies. If other Insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under Insurance by the method described In c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance Into a "suit" asking for damages from an This insurance is excess over any of the Insured;or other insurance, whether primary,excess, b. To sue us an this Coverage Form unless contingent or on any other basis: all of Its terms have been fully compiled (1) Your Work with. That Is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final Judgment similar coverage for"your work"; against an Insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That Is fire, lightning or explosion this Insurance or that are In excess of the applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner, claimantor the ciaimant'slegal representative. (3) Tenant Liability 5, Separation Of Insureds That Is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, ppmperty damage"to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you In this policy to the first Named Insured, this with permission of the owner; Insurance applies: a. As if each Named insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each Insured against whom or use of aircraft,"autos"or watercraft to a claim Is made or"suit"is brought. the extent not subject to Exclusion g.of Section A.--Coverages. B. Representations (6) Property Damage To sorrowed a, When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree. If the loss arises out of "property (1) The statements In the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k.of Section A.— representations you made to us;and Coverages. Page 16 of 24 Farm SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this Insurance Is excess over other Additional Insured To Other Insurance, we will pay only our share of Insurance the amount of the loss, If any, that That is other Insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or Insurance would pay for the loss In the operations,or products and completed absence of this insurance,and operations, for which you have been (2) The total of all deductible and self- added as an additional Insured by that insured amounts under all that other Insurance;or Insurance. (7) When You Add Others As An We will share the remaining loss,IF any,with Additional Insured To This any other Insurance that Is not described In insurance this Excess Insurance provision and was not That Is other insurance available to an bought specifically to apply In excess of the additional insured. Limits of Insurance shown In the However, the following provisions Declarations of this Coverage Part apply to other Insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional Insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each Insurer contributes equal amounts Required By Contract until it has paid Its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other Insurance does not permit this insurance be primary. If other contribution by equal shares, we will Insurance Is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurar's share Is based on the ratio of Its by the method described In c. applicable limit of Insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Hon-Contributory 6. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery if you have agreed In a written If the Insured has rights to recover all or contract, written agreement or part of any payment, including permit that this Insurance Is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part,those rights are the additional Insured's own transferred to us. The insured must do Insurance, this Insurance is nothing after loss to Impair them. At our primary and we will not seek request, the Insured will bring "suit" or contribution from that other transfer those rights to us and help us insuranoe. enforce them. This condition does not Paragraphs(a)and(b)do not apply to apply to Medical Expenses Coverage. other Insurance to which the additional b. Waiver Of Rights Of Recovery(Waiver insured has been added as an Of Suiarogation) additional insured. If the Insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the Insured against any"suit"If any including Supplementary Payments, we other Insurer has a duty to defend the have made under this Coverage Part, we Insured against that "suit". If no other also•walve that right, provided the insured Insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the Insured's such person or orgarltzation In a contract, rights against all those other Insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDMONAL INSURED 3. Additional Insured-Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. Is If listed or shown as applicable in the Deelarstlons, amended to include as an additional Insured one or more of the following Optional Additional the person(s) or organizatlon(s) shown In the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph G.(Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract,Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C.Is Declarations. These coverages are subject to the amended to Include as an additional terms and conditions applicable to Business Insured the person(s) or organization(s) Liability Coverage in this policy, except as shown In the Declarations as an Additional provided below: Insured -- Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for"bodily Organization Injury", "property damage" or "personal WHO IS AN INSURED under Section C. Is and advertising injury"caused,In whole or amended to Include as an additional Insured in part,by your maintenance,operation or the person(s) or organization(s) shown In the use of equipment [eased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily Injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or In part, by your acts or omissions or does not apply to any"occurrence"which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - owners Or Other operations;or Interests From Whom Land Has Seen b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C.is 2. Additional Insured - Managers Or lessors amended to Include as an additional Of Premises Insured the person(s) or organization(s) a. WHO IS AN INSURED under Section C. is shown in the Declarations as an Additional Insured—Owners Or Other interests From amended to Include as an additional insured Whom I the person(s)or organization(s)shown in the Has Been Leased, but only Declarations as an Additional insured - with respect to liability arising out of the ownership,maintenance or use of that part Designated Person Or Organization;but only of the land[eased to you and shown In the with respect to liability arising out of the Declarations. ownership,maintenance or use of that part of b. With respect to the Insurance afforded to the premises leased to you and shown in the these additlonal Insureds, the following Declarations. b. With respect to the insurance afforded to additional exclusions apply: This insurance does not apply to: these additional Insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place This Insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations promises;or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C.is amended to Include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured —State Or PoliUcal Subdivision - (e) Any failure to make such Permits, but only with respect to Inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make In the usual course of b. With respect to the insurance afforded to business, in connection with the these additional Insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This Insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising Injury" at the vendor's premises In connection with the sale of the arising out of operations performed for product; the state or municipality;or (2) "Bodily Injury" or "property damage" (S] Products which, after distribution or sale by you,have been labeled Included In the "product-completed or relabeled or used as a operallone hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.Is the vendor,or amended to Include as an additional (h) 'Bodily Injury" or "property Insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else Injury" or"property damage"arising out of acting an Its behalf. However,this "your produots" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's business and only If this Coverage Part (i) The exceptions contained in or provides coverage for "bodily Injury" or Subparagraphs(d)or{17;tio "properly damage" Included within the (II) Such Inspections, "products-completed operations hazard". adjustments,tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the folloWn additional exclusions: make or normally undertakes j g to make in the usual course of (1) This Insurance does not apply to: business, In connection with (a) 'Bodily Injury" or "property the distribution or sate of the damage" for which the vendor Is products. obligated to pay damages by (2) This Insurance does not apply to,any reason of the assumption of Insured person or organization from liability in a contract or agreement. wham you have acquired such This exclusion does not apply to products, or any Ingredient, part or liability for damages that the container, entering Into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO I5 AN INSURED under Section C. is (a) Any physical or chemical change amended to include as an additional Insured in the product made Intentionally the person(s) or organization(s) shown In the by the vendor, Declarations as an Additional Insured -- (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of. demonstration, testing, or the' a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control Instructions from the manufacturer, while you lease or occupy these premises. and then repackaged In the original container, Form SS 00 08 0405 page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This Insurance does not apply to structural The limits of Insurance that apply to additional alterations, new construction and demolition Insureds are described in Section D. —Limits Of operations performed by or for that person or Insurance. organization. Now this Insurance applies when other Insurance 9. Additional Insured — Owners, lessees Or Is available to an additional insured Is described in Contractors -- Scheduled Person Or the Other Insurance Condition In Section'E. — Organization liability And Medical Expenses General a. WHO IS AN INSURED underseetion C.Is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES Insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured—Owner, lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for"bodily dissemination of Information or images that Injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising Injury"caused,In whole or products or services through: In part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional - insurod(s);or (5) Newspaper, (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional Insured site that Is about goods, products or and Included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods,products or services;or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage"included within the However,"advertisement"does not Include: "products-completed operations a. The design, printed material, information hazard". or images contained In, on or upon the b. With respect to the Insurance afforded to packaging or labeling of any goods or these additional Insureds, this Insurance products;or does not apply to "bodily injury", "property b. An Interactive conversation betweeri or damage" or "personal an advertising among persons through a computer network. injury" arising out of the rendering of, or the failure to render, any professional 2. "Advertising Idea" means any Idea for an architectural, engineering or surveying "advertisement". services,including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and Includes the mere drawingsr opinions, reports, surveys, presence of asbestos in any form. field orders,change orders,designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications;or eeml-trailer designed for travel on public (2) Supervisory, Inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not Include 10. Additional Insured Co-Owner Of Insured "mobile equipment". Premises S. "Bodily injury"means physical: WHO Is AN INSURED under Section C. Is a. Injury; amended to Include as an additional Insured b. Sickness;or the person(s) or Organizatton(s)shown In the c. Disease Declarations as an Additional Insured -- Co- Owner Of Insured Premises, but only with sustained by a person and,If arising out of the respect to their liability as co-owner of the above,mental anguish or death at any time. premises shown in the Declarations. G. "Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America(including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rlco contract or agreement; and Canada; if such property can be restored to use by: b. international waters or airspace,but only if a. The repair, replacement, adjustment or, the Injury or damage occurs In the course removal of"your product" or"your work'; of travel or transportation between any places Included in a.above; or c. All other parts of the world if the injury or b• agreYou fulfilling g the terms of the contract or damage arises out of: agreement. 12. "Insured contract"means: (1) Goods or products made or sold by you a. A contract far a lease of in the territory described In a.above; promises. (2) The activities of a person whose home However,that portion of the contract for a Is in the territory described In a. lease of premises that indemnifies any above, but Is away for a short time on person or organization for damage by tire, your business;or lightning or explosion to premises while rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner Is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described In Section communication D.-.Liability and Medical Expenses Limits provided the Insured's responsibility to pay of insurance. damages is determined In the United States of b. Asidetrack agreement; America (Including its territories and c. Any easement or license agreement, possessions), Puerto Rlco or Canada, in a including an easement or license "suit" on the merits according to the agreement In connection with construction substantive law in such territory, or in a or demolition operations on or within 5o settlement we agree to. feet of a railroad; 7. "Electronic data" means Information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement;or c. Transmitted to or from f. That part of any other contract or computer software, Including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an Indemniftcation of a CD-ROMS, tapes, drives, cells, data municipality In connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment party to pay for"bodily Injury"or"property 8. "Employee" includes a "(eased worker" damage"to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage"is caused,in whole or In part,by 9. "Executive officer" means a arson holding you or by those acting on your behalf. p g Tort liability means a liability that would be any of the officer positions created by your Imposed by law In the absence of any charter, constitution, by-laws or any Other contract or agreement. simllargoverning document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that Indemnifies a uncontrollable or breaks out from where It was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or"your work", that railroad property and affecting any railroad cannot be used or Is less useful because: bridge or trestle,tracks,road-beds,tunnel, a. It Incorporates"your product"or"your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not Include deticient,inadequate or dangerous;or that part of any contract or agreement: Form S5 00 08 04 06 Page 21 of 24 13USINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for Injury or diggers or drills;or damage arising out of: (2) Road constntctlon or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described In a., b., c., or d. surveys, • field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications;or permanently attached equipment of the (b) Giving directions or instructions, following types: or falling to give them, If that is the (1) Air compressors, pumps and primary cause of the Injury or generators, including spraying, damage;or welding, building, cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment;or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's rendering or failure to render used to raise or lower workers; professional services, including those t Vehicles not described In a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engiineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the tabor leasing equipment are not"mobile equipment" but firm,to perform duties related to the conduct of will be considered"autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds Include a"temporary worker". gross vehicle weight, designed 14. "Loading or unloading"means time handling of primarily for: property: (a) Snow removal; a. After it Is moved from the place where It is (b) Road maintenance, but not accepted for movement Into or onto an construction or resurfacing;or aircraft,watercraft or"auto`; (c) Street cleaning; b. While It Is In or on an aircraft,watercraft or (2) Cherry pickers and similar devices "auto";or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto"to the place where it Is workers;and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not Include the generators, including spraying, -movement of property by means of b mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploratbn, lighting and attached to the aircraft watercraft or"auto". well servicing equipment. 15. "Moblle equipment"means any of the following 16. "Occurrence" means an accident, including types of land vehicles, Including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury"means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest,detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles,whether self-propelled or not,on which are permanently mounted; Page 22 of 24 Form 88 00 08 04 09 BUSINESS LIABILITY COVERAGE FORM e, The wrongful eviction from,wrongful entry Warn that may need service,maintenance, Into, or Invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of Its owner, The "bodily Injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product"for consumption on premises you organization's goods,products or services: own or rent. e. Oral, written or electronic publication of b. Does not Include "bossily injury" or material that violates a person's right of "property damage"arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition In or on a vehicle not owned Idea"or style of"advertisement"; or operated by you,and that condition g. Infringement of copyright,slogan,or title of was created by the "loading or any literary or artistic work, In your unloading" of that vehicle by any "advertisement";or Insured;or h. Olscrimination or humiliation that results In (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 48. "Pollutants" means any solid, liquid,gaseous or 20. "Property damage"means: thermal irritant or contaminant, Including smoke, a. Physical Injury to tangible property, vapor,soot,fumes,acids, alkalis,chemicals and including all resulting loss of use of that waste. Waste Includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "products-completed operations hazard"; physical injury that caused it;or a. Includes all "bodily Injury" and "property b. Loss of use of tangible property that Is not damage" occurring away from premises physically Injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product"or"your work"except: "occurrence"that caused It. (1) Products that are still in your physical As used In this definition, "electronic data" Is possession;or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of"bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising Injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for In "Suit"includes: your contract has been completes!. a. An arbitration proceeding In which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed If insured trust submit or does submit with your contract calls for work at our consent;or more than one jab site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding In which such damages are a job site has been put to its claimed and to which the Insured submits Intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker"means a person who: a. Is not your"employee"; Form S5 00 08 04 06 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you;and o. Does not Include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. 'Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products,other than real or on your behalf;and property,manufactured,sold,handled, (2) Materials, parts or gquipment distributed or disposed of by: furnished In connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired;and of"your work";and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. fumished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your produoV:and Page 24 of 24 Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE REAR IT CAREFULLY. BUSINESS LIABILITY COVERAGE FORM AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Sub-subparagraphs 1.p.(7),(8),(15)of Paragraph (c) An Internet search,access, content or 2.1 of Section B, Exclusions are deleted and service provider. replaced with the following: However, this exclusion does not p. Personal and Advertising Injury; apply to Paragraphs a., b, and o. of (7) (a) Arising out of any actual or alleged the definition of "personal and Infringement or violation of any Intellectual advertising. Injury' under the property right, such as copyright, patent, Definitions Section. trademark, trade name, trade secret, For the purposes of this exclusion,the service mark or other designation of origin placing of frames, borders or links,or or authenticity;or advertising, for you or others (b) Any injury or damage alleged in any anywhere on the Internet, is not by claim or "suit" that also alleges an Itself, considered the business of Infringement or violation of any advertising, broadcasting, publishing Intellectual property right, whether or telecasting. such allegation of infringement or (16)Arising out of any access to or disclosure violation is made by you or by any of any person's or organization's other party involved in the claim or confidential or personal Information, "suit", regardless of whether this including patents, trade secrets, Insurance would otherwise apply. processing methods, customer hs% However, this exclusion does not apply If the financial information, credit card only allegation In the claim or"suit" Involving Information, -health Information or any any intellectual property right Is limited to: other type of nonpublic information.Thls (1) Infringement, in your"advertisement", exclusion applies even If damages are of: claimed for notification costs, credit (a) Copyright monitoring expenses, forensic expenses, public relations expenses or any other (b) Slogan;or loss, cost or expense Incurred by you or (c) Tito of any literary or artistic work; others arising out of any access to or or disclosure of any person's or (2) Copying, in your "advertlsemeriV, a organization's confidential or personal person's or organization's"advertising Information. Idea°or style of"advertisement'. B. Subparagraph 1.r. of Section B. Exclusions is (8) Arising out of an offense committed by an deleted and replaced with the following: Insured whose business Is; r. Employment-Related Practices (a) Advertising, broadcasting, publishing "Personal and advertising Injury"to: or telecasting; (1) A person arising out of any"employment— (b) Designing or determining content of related practices";or web sites for others;or Form S8 00 60 09 16 Page 1 of 2 (2) The spouse,child,parent,brother or sister However,unless Paragraph(1)above applies,this of that person as a consequence of exclusion does not apply to damages because of "personal and advertising Injury" to that "bodily Injury". person at whom any"employment-related As used In this exclusion, electronic data means practices"are directed. Information,facts or computer programs stored as This exclusion applies; or an, created or used on, or transmitted to or (a) Whether the Injury-causing event from computer software (Including systems and described In the definition of applications software), on hard or floppy disks, "employment-related prabtices" CD-ROMs, tapes, drives, cells, data processing occurs before employment, during devices or any other repositories of computer employment or after employment of software which are used with electronically that person; controlled equipment. The term computer programs, referred to In the foregoing description (b) Whether the insured may be Ilabla as of electronic data, means a set of related an employer or in any other capacity; electronic instructions which direct the operations and and functions of a computer or•device connected (c) To any obligation to share damages to it, which enable the computer or device to with or repay someone else who must receive,process,store,retrieve or send data. pay damages because of the injury. D. Sub-subparagraph 7.b.(1) Other Insurance of C. Subparagraph 1.q. "Electronic Data"of Section B. Section E. Liability and Medical Expenses Exclusions is deleted and replaced with the General Conditions Is deleted and replaced with following: the following: q. Access Or Disclosure Of Confidential Or b. Excess Insurance Personal Information And Data-related (1) Your Work Liability That Is Fire,Extended Coverage,Builder's (1) Damages, other than damages because Risk, Installation Risk, Owner Controlled of "personal and advertising injury", Insurance Program or OCIP, Wrap Up arising out of any access to or disclosure Insurance or similar coverage for "your of any person's or organization's work". confidential or personal Information, E. Subparagraph 17. c. "Personal and Advertising Including patents, trade secrets, Injury" of Section G, Liability and Medical processing methods, customer lists, Expenses Definitions is deleted and replaced financial information, credit card with the following: Information,health Information or any other type of nonpublic information;or Personal and advertising injury" means injury, (2) Damages arising out of the loss of,foss of Including consequential "bodily Injury", arising out use of, damage to, corruption of, inability of one or more of the following offenses: to access, or inability to manipulate c. The wrongful eviction from, wrongful entry electronic data. into, or invasion of the right of private This exclusion applies even if damages are occupancy of a room, dwelling or premises that a person or organization occupies, claimed for notification costs, credit monitoring committed by or an behalf of its owner, expenses, forensic expenses, public relations expenses or any other loss, cost or expense landlord or lessor; Incurred by you or others arising out of that which F. Subparagraph 17.h. of Section G, Liability and is described in Paragraph(1)or(2)above. Medical Expenses Definitions deleted. Page 2 of 2 Form SS 00 60 0915 COMMERCIAL AUTOMOBILE HA 9916 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ iT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form,the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown In the personal affairs. Declarations is amended to include, C. Lessors as Insureds (1) Any legal business entity other then a Paragraph A.I.-WHO IS AN INSURED-of partnership or Joint venture,formed as a Section II -Liability Coverage is amended to subsidiary in which you have an add: ownership Interest of more than 60%an e. The lessor of a covered"auto"while the the effective date of the Coverage Fame. "auto" Is leased to you under a written However, the Named Insured does not agreement IP Include any subsidiary that Is an "Insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under Provide direct primary insurance for the lessor and such a policy but for Its termination or the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is adquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain fnajority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional insured If Required by Contract newly farmed or acquired organization: (1) paragraph A.1.-WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an"insured"under any other f. When you have agreed,in a written policy, contract or written agreement,that a (o) That has exhausted its Limit of person or organization be added as Insurance under any other policy,or an additional Insured on your (d) 180 days or more after its business auto policy,such person or acquisition or formations by you, organization Is an"Insured",but only unless you have given us notice of to the' extent such person or the acquisitlon or formatlon, organization is liable for "bodily Coverage does not apply to "bodily injury"or"property damage"caused Injury"or"property damage"that results by the conduct of an"insured"under from an "accident`:that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto. Paragraph A.1.-WHO IS AN INSURED-of SECTION Ii - LIABILITY COVERAGE is amended to add: ®2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properiles,Inc.,with Its permission.) Page 1 of 5 The Insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract occurs;y Injury" or "property damage" Only with respect to insurance provided to occur an additional Insured in I.D. - Additional (1) During the policy period,and Insured If Required by Contract, the (2) Subsequent to the exeoutlon of such following provisions apply: written contract,and (3) Primary Insurance When Required By (3) Prior to the explraticn of the period Contract of time that the written contract This Insurance is primary If you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this Insurance be (2) How Limits Apply primary. If other insurance Is also If you have agreed in a written contract primary,we will share with all that other or written agreement that another Insurance by the method described In person or organization be added as an Other Insurance 6.d. additional insured on your policy, the (4) Primary And Non-Contributory To Other most we wilt pay on behalf of such Insurance When Required By Contract additional Insured is the lessor of: If you have agreed In a written contract (a) The limits of insurance specified In or written agreement that this insurance the written contract or written Is primary and non-contributory with the agreement;or additional Insured's own Insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. Insurance. Such amount shall be a part of and not Paragraphs(3)and (4)do not apply to other In addition to Limits of insurance shown insurance to which the additional Insured In the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additions!Insureds Other Insurance duty to defend the insured against any "suit" if if we cover a claim or "sult" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other Insurer by other Insurance available to an defends,we will undertake to do so, but we will additional insured, such additional be entitled to the Insured's rights against all insured must submit such claim or"suit" these other insurers. to the other insurer for defense and When this Insurance is excess over other Indemnity. Insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any,that exceeds the sum to the extent that you have agreed in a of, written contract or written agreement t (1 J The total amount that all such other that this insurance Is primary and non• contributory with the additional Insured's insurance would pay for the loss in the n insurance, absence of this insurance;and own in The Event Of Accident,Claim, (2) The total of all deductlbie and self-insured (4) Suitor in amounts under all that other insurance. you have agreed in a written contract We will share the remaining loss, If any, by the If If written agreement that another method described In Other Insurance 6.d. or person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional Insured shall be required to on your behalf and at your direction will be comply with the provisions In LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV -• BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011.The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with its permission.) Page 2 of 5 If an "employee's" personal Insurance also 5. PHYSICAL- DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this Insurance will Paragraph A.4.s. of SECTION III - PHYSICAL be primary to the "employee's" persona! DAMAGE COVERAGE is amended to provide a Insurance, limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION a. - FELLOW EMPLOYEE - of 6. LOANIL,EASE GAP COVERAGE SECTION 11 - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, In the event of a total "loss" to a Insurance In-force covering all of your "auto",we will p al ay your additional legal employees��. covered for any difference between the actual Coverage Is excess over any other collectible cash value of the°auto"at the time of the"loss" Insurance. and the"outstanding balance"of the Ioanllease. 4, HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liabllity owe on the loan/lease at the time of"loss"less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Farm for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges;excess wear and tear charges; Coverages provided are extended to"autos"you lease termination fees; security deposits not hire or borrow,subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident "auto„!s: or disability insurance purchased with the loan or [ease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss";or Under Paragraph B. EXCLUSIONS - of (3) The cost of repalring' or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE,the following Is added: whichever Is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage.No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT • BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage Is excess over any other collectible Insurance. Subject to the above limit,deductible a, The exceptions to Paragraphs B.4 - and excess provisions,we will provide coverage EXCLUSIONS -of SECTION II!-PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the following: covered"auto"you own. to We will also cover loss of use of the hired"auto" equExcipmentusions designed and o b o not apply solely if it results from an "acoldent", you are legally equipment designed to be operated solely liable and the lessor Incurs an actual financial l use of the power from the "auto's" e loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". Is: This extension of coverage does not apply to (1) Permanently Installed in or upon any "auto"you hire or borrow from any of your the covered"auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members(if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered"auto"; (3) An Integral part of the same unit housing any electronic equipment described In Paragraphs(1)and(2)above;or Q 2011,The Hartford(includes copyrighted material Form HA go 16 0312 of 180 Properties,Inc.,with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered"auto"or Inc.company policy or coverage form that Is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the some"accident",the following applies: b.Seedon III -- Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Farm Is the smaller(or smallest) Damage Coverage, Limit of insurance, deductible,it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form Is not the smaller (eT Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss"in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT,CLAIM,SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV- BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss",Is., an"acoldent'applies only when the"accident"Is known to: (1)Permanently Installed in or upon the covered "auto" in a housing, (1) You,If you are an Individual; opening or other location that Is not (2) A partner,If you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company;or such equipment; '(4) An executive officer or Insurance manager,if (2)Removable from a permanently you are a corporation. Installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS Integral part of that equipment;or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards c.For each covered"auto",should loss be limited existing the inception date of your policy, we d will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO-COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown In the Paragraph e, of GENERAL CONDITIONS 7. - Declaratiens, or$250, whichever deductible Is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A,-COVERAGE-of SECTION territory with respect to Uablifty Coverage is Ili - PHYSICAL DAMAGE COVERAGE, we will anywhere In the world provided that if the pay for the expense of returning a stolen covered "insured'e responsibility to pay damages for "auto'to you, "bodily Injury" or "property damage" Is determined Ina cult, the suit Is brought In 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, time territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a foilowing is added: settlement we agree to. No deductible applies to glass damage if the 16.WAIVER OF SUBROGATION Glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV- Under ParagraphD.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by I[[ - PHYSICAL •DAMAGE COVERAGE, the adding the following. following is added: 2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with Its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss"Is$10,000. 96,,RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of"bodily injury" in SECTION V- a.A"non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an Internal combustion engine to "Bodily Injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, Including powered solely by electricity or natural gas. mental,anguish or death resulting from any of b.A "hybrid" auto Is defined as an auto with an these. Internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal except as follows: combustion engine to charge one or more electric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mall or deliver to the first Named Insured written notice of In the event of a total loss to an"auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Lose, or date of cancellation. Collision coverages are provided under this 10. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the Uowing: In the event of a total loss to a"non-hybrid"auto In addition to the actual cash value of the"auto", for which Comprehensive, Specified Causes of we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered"auto"at the Loss,or Collision coverages are provided under time of total foss. Regardless of the number of this Coverage Form, then such Physical autos deemed a tatal loss, the most we wii[pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.[f the auto Is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500,of the"non-hybrid"autn's not considered vehicle wraps. actual cash value or replacement cost, whichever Is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within BD calendar days of the date of"loss," ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with its permission.) Page 5 of 5 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 72 WEC GD7152 Endorsement Number: Effective Date: 03/04/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TRUE NORTH RESEARCH 1588-1592 N COAST HWY 101 ENCINITAS CA 92024 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION 11 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION III 6 Washington,West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 1 of 6 Process Date: 01/23/25 Policy Expiration Date: 03/04/26 0 2000,The Hartford SECTION I PARTS ONE and TWO PART THREE 1. WE WILL ALSO PAY 2. How This Insurance Applies D. We Will Also Pay of Part One (WORKERS' Paragraph 4. of A. How This Insurance Applies of COMPENSATION INSURANCE); and Part 3 (Other States insurance) is replaced by the E. We Will Also Pay of Part Two following: (EMPLOYERS' LIABILITY INSURANCE) is 4. If you have work on the effective date of this replaced by the following: policy in any state not listed in Item 3.A. of the We Will Also Pay Information Page, coverage will not be afforded for that state unless we are notified within sixty We will also pay these costs, in addition to days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties 1. reasonable expenses incurred at our C. Transfer Of Your Rights and Duties of Part 6 request, INCLUDING loss of earnings; (Conditions) is replaced by the following: 2. premiums for bonds to release Your rights or duties under this policy may not be attachments and for appeal bonds in transferred without our written consent. bond amounts up to the limit of our liability under this insurance; If you die and we receive notice within sixty days 3. litigation costs taxed against you; after your death, we will cover your legal representative as insured. 4. interest on a judgment as required by law 4. Liberalization until we offer the amount due under this law; and If we adopt a change in this form that would broaden 5. expenses we incur. the coverage of this form without extra charge, the broader coverage will apply to this policy, It will apply when the change becomes effective in your state. SECTION 11 VOLUNTARY COMPENSATION ANDEMPLOYERS° 3. The bodily injury must occur in the United LIABILITY COVERAGE States of America, its territories or 5. Voluntary Compensation Insurance possessions, or Canada, and may occur A. How This Insurance Applies elsewhere if the employee is a United States or Canadian citizen, or otherwise legal This insurance applies to bodily injury by resident, and legally employed, in the United accident or bodily injury by disease. Bodily States or Canada and temporarily away from injury includes resulting death. those places. 1. The bodily injury must be sustained by 4. Bodily injury by accident must occur during any officer or employee not subject to the the policy period. workers' compensation law of any state 5. Bodily injury by disease must be caused or shown in Item 3.A. of the Information aggravated by the conditions of the Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8I00) Page 2 of 6 officer's or employee's employment. The If the persons entitled to the benefits of this officer's or employee's last day of last insurance make a recovery from others, they exposure to the conditions causing or must reimburse us for the benefits we paid them. aggravating such bodily injury by disease F. Employers' Liability Insurance must occur during the policy period. B. We Will Pay Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as We will pay an amount equal to the benefits though the State of Employment was shown in that would be required of you as if you and Item 3.A. of the Information Page. your employees were subject to the workers' This provision 5. does not apply in New Jersey or compensation law of any state shown in Item Wisconsin. 3.A. of the Information Page. will pay EMPLOYERS' LIABILITY STOP GAP COVERAGE those amounts to the persons whoho would be entitled to them under the law. 6. Employers' Liability Stop Gap Coverage C. Exclusion A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and 1. any obligation imposed by workers' Wyoming. compensation or occupational disease B. Part One (Workers' Compensation Insurance) law or any similar law. does not apply to work in states shown in 2. bodily injury intentionally caused or Paragraph A above. aggravated by you. C. Part Two (Employers' Liability Insurance) applies 3. officers or employees who have elected in the states, shown in Paragraph A., as though not to be subject to the state workers' they were shown in Item 3.A. of the Information compensation law. Page. 4. partners or sole proprietors not covered D. Part Two, Section C. Exclusions is changed by under the Standard Sole Proprietors, adding these exclusions. Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before We Pay aggravated by you or in Ohio bodily injury Before we pay benefits to the persons resulting from an act which is determined by entitled to them, they must: an Ohio court of law to have been committed by you with the belief than an injury is 1. Release you and us, in writing, of all substantially certain to occur. However, the responsibility for the injury or death. cost of defending such claims or suits in Ohio 2. Transfer to us their right to recover from is covered. others who may be responsible for the 13. bodily injury sustained by any member of the injury or death. flying crew of any aircraft. 3. Cooperate with us and do everything 14. any claim for bodily injury with respect to necessary to enable us to enforce the which you are deprived of any defense or right to recover from others. defenses or are otherwise subject to penalty If the persons entitled to the benefits of this because of default in premium under the insurance fall to do those things, our duty to provisions of the workers' compensation law pay ends at once. If they claim damages or laws of a state shown in Paragraph A. from you or from us for the injury or death, E. This insurance applies to damages for which you our duty to pay ends at once. are liable under West Virginia Code Annot. S 23- E. Recovery From Others 4-2. If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance 4. Foreign Voluntary Compensation and Employers' Item 3.B. of the Information Page is replaced by Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers' Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of. 2. The bodily injury must occur in the course of employment necessary or incidental to work Bodily Injury in a country not listed in Exclusion C.1. of this by Accident $500,000 Each Accident provision. 3. Bodily injury by accident must occur during Bodily Injury the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's last by Disease $500,000 Each Employee exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all.amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does 1. voluntary payments for the benefits that not apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to$1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' Liability If you unintentionally should fail to disclose all Insurance) would apply if the Country of existing hazards at the inception date of your Employment were shown in Item 3.A. of the policy, we shall not deny coverage under this Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered by Canada, and any country or jurisdiction this policy. We will not enforce our right which is the subject of trade or economic against any person or organization for whom sanctions imposed by the laws or regulations you perform work under a written contract of the United States of America in effect as of that requires you to obtain this agreement the inception date of this policy. from us. 2. any obligation imposed by a workers' This agreement shall not operate directly or compensation or occupational disease law, indirectly to benefit anyone not named in the or similar law. agreement. 3. bodily injury intentionally caused or B. This provision 3. does not apply in the states aggravated by you. of Pennsylvania and Utah. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct result direct or indirect, of war, invasion, act of of bodily injury. Foreign enemy, hostilities (whether war Our reimbursement shall be limited as follows: be declared or not), civil war, rebellion, revolution, insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee if in good health, or be construed as overriding or waiving 2. in the event of death, to the amount by which this limitation unless specific reference is such expenses exceed the normal cost of made thereto. returning the officer or employee if alive and D. Before We Pay in good health. Before we reimburse you for the benefits to In no event shall our reimbursement exceed the the persons entitled to them, you must have bodily injury by accident limit shown in Item 3.8. them: of the Information Page as respects any one 1. release you and us, in writing, of all such officer or employee whether dead or alive. responsibility for the injury or death, H. Endemic Disease 2. transfer to us their right to recover from The word "disease" includes any endemic others who may be responsible for their diseases. injury or death, The coverage applies as if endemic diseases 3. cooperate with us and do everything were included in the provisions of the workers' necessary to enable us to enforce the compensation law. right to recover from others. 5. Longshore and Harbor Workers' Compensation If the persons entitled to the benefits paid fail Act Coverage to do these things, our duty to reimburse General Section C. Workers' Compensation ;Law ends at once. If they claim damages from us is replaced by the following: for the injury or death, our duty to reimburse C. Workers' Compensation Law ends at once. Workers' Compensation Law means the workers E. Recovery From Others or workers' compensation law and occupational If we make a recovery from others, we will disease law of each state or territory named in keep an amount equal to our expenses of Item 3.A. of the Information Page and the recovery and the benefits we reimbursed. Longshore and Harbor Workers' Compensation We will pay the balance to the persons Act (33 USC Sections 901-950). It includes any entitled to it. If persons entitled to the amendments to those laws that are in effect benefits make a recovery from others, they during the policy period. It does not include any must repay us for the amounts that we have other federal workers or workers' compensation reimbursed you. law, other federal occupational disease law or the F. Reimbursement for Actual Loss provisions of any law that provide Sustained nonoccupational disability benefits. This endorsement provides only for Part Two (Employers' Liability Insurance), C. reimbursement for the loss you actually Exclusions, exclusion 8, does not apply to work sustain. In order for you to recover loss or subject to the Longshore and Harbor Workers' expenses under this reimbursement you Compensation Act. must: This coverage does not apply to work subject to 1. actually sustain and pay the loss or the Defense Base Act, the Outer Continental expense in money after trial, or Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval C. Schedule of Covered States: CA Countersigned by Authorized Representative i Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 CzUvUsboOhvzfobu21;21bn-Nbs22-3137 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WORKERS’ COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number:72WECGD7152Endorsement Number: Effective Date:03/04/26Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:TRUE NORTH RESEARCH 1588-1592 N COAST HWY 101 ENCINITASCA92024 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECTPAGESUBJECTPAGE SECTION I2B.Part One Does Not Apply3 PARTS ONE and TWO2C.Application of Coverage3 01We Will Also Pay2D.Additional Exclusions3 PART - THREE2E.West Virginia3 02How This Insurance Works2EXTENDED OPTIONS4 PART - SIX201Employers’ Liability Insurance4 03Transfer of Your Rights and Duties202Unintentional Failure to Disclose4 04Liberalization2Hazards SECTION II203Waiver of Our Right to Recover from4 VOLUNTARY COMPENSATION2Others INSURANCE04Foreign Voluntary Compensation4 05Voluntary Compensation Insurance2A.How This Reimbursement Applies4 A.How This Insurance Applies2B.We Will Reimburse4 B.We Will Pay3C.Exclusions4 C.Exclusions3D.Before We Pay5 D.Before We Pay3E.Recovery From Others5 E.Recovery From Others3F.Reimbursement For Actual Loss5 F.Employers’ Liability Insurance3Sustained EMPLOYERS’ LIABILITY STOP GAP3G.Repatriation5 ENDORSEMENTH.Endemic Disease5 06Employers’ Liability Stop Gap305Longshore and Harbor Workers’5 CoverageCompensation Act Coverage A.Stop Gap Coverage Limited to3Endorsement Montana, North Dakota, Ohio,SECTION III6 Washington, West Virginia and01Schedule of Covered States6 Wyoming Form WC 99 03 03 BPrinted in U.S.A. (Ed. 8/00)Page1 of6 Process Date:01/22/26Policy Expiration Date:03/04/27 © 2000, The Hartford SECTION I PARTS ONE and TWOPART THREE 2.How This Insurance Applies 1.WE WILL ALSO PAY Paragraph4.ofA.HowThisInsuranceAppliesof D.WeWillAlsoPayofPartOne(WORKERS’ Part3(OtherStatesInsurance)isreplacedbythe COMPENSATION INSURANCE); and following: E.WeWillAlsoPayofPartTwo 4.Ifyouhaveworkontheeffectivedateofthis (EMPLOYERS’LIABILITYINSURANCE)is policyinanystatenotlistedinItem3.A.ofthe replaced by the following: InformationPage,coveragewillnotbeafforded We Will Also Pay forthatstateunlesswearenotifiedwithinsixty Wewillalsopaythesecosts,inadditionto days. otheramountspayableunderthisinsurance, aspartofanyclaim,proceeding,orsuitwe PART SIX defend: 3.Transfer Of Your Rights and Duties 1.reasonableexpensesincurredatour C.TransferOfYourRightsandDutiesofPart6 request,INCLUDING loss of earnings; (Conditions) is replaced by the following: 2.premiumsforbondstorelease Yourrightsordutiesunderthispolicymaynotbe attachmentsandforappealbondsin transferred without our written consent. bondamountsuptothelimitofour Ifyoudieandwereceivenoticewithinsixtydays liability under this insurance; afteryourdeath,wewillcoveryourlegal 3.litigation costs taxed against you; representative as insured. 4.interestonajudgmentasrequiredbylaw 4.Liberalization untilweoffertheamountdueunderthis Ifweadoptachangeinthisformthatwouldbroaden law; and thecoverageofthisformwithoutextracharge,the 5.expenses we incur. broadercoveragewillapplytothispolicy.Itwillapply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION ANDEMPLOYERS’3.ThebodilyinjurymustoccurintheUnited LIABILITY COVERAGEStatesofAmerica,itsterritoriesor possessions,orCanada,andmayoccur 5.Voluntary Compensation Insurance elsewhereiftheemployeeisaUnitedStates A.How This Insurance Applies orCanadiancitizen,orotherwiselegal Thisinsuranceappliestobodilyinjuryby resident,andlegallyemployed,intheUnited accidentorbodilyinjurybydisease.Bodily StatesorCanadaandtemporarilyawayfrom injury includes resulting death. those places. 1.Thebodilyinjurymustbesustainedby 4.Bodilyinjurybyaccidentmustoccurduring anyofficeroremployeenotsubjecttothe the policy period. workers’compensationlawofanystate 5.Bodilyinjurybydiseasemustbecausedor showninItem3.A.oftheInformation aggravatedbytheconditionsofthe Page. 2.Thebodilyinjurymustariseoutofandin thecourseofemploymentorincidentalto workinastateshowninItem3.A.ofthe Information Page/ Form WC 99 03 03 BPrinted in U.S.A. (Ed. 8/00)Page2 of6 officer’soremployee’semployment.TheIfthepersonsentitledtothebenefitsofthis officer’soremployee’slastdayoflastinsurancemakearecoveryfromothers,they exposuretotheconditionscausingormust reimburse us for the benefits we paid them. aggravatingsuchbodilyinjurybydisease F.Employers’ Liability Insurance must occur during the policy period. PartTwo(Employers’LiabilityInsurance)applies B.We Will Pay tobodilyinjurycoveredbythisendorsementas WewillpayanamountequaltothebenefitsthoughtheStateofEmploymentwasshownin thatwouldberequiredofyouasifyouandItem 3.A. of the Information Page. youremployeesweresubjecttotheworkers’ Thisprovision5.doesnotapplyinNewJerseyor compensationlawofanystateshowninItem Wisconsin. 3.A.oftheInformationPage.Wewillpay EMPLOYERS’ LIABILITY STOP GAP COVERAGE thoseamountstothepersonswhowouldbe 6.Employers’ Liability Stop Gap Coverage entitled to them under the law. A.ThiscoverageonlyappliesinMontana,North C.Exclusion Dakota,Ohio,Washington,WestVirginiaand This insurance does not cover: Wyoming. 1.anyobligationimposedbyworkers’ B.PartOne(Workers’CompensationInsurance) compensationoroccupationaldisease doesnotapplytoworkinstatesshownin law or any similar law. Paragraph A above. 2.bodilyinjuryintentionallycausedor C.PartTwo(Employers’LiabilityInsurance)applies aggravated by you. inthestates,showninParagraphA.,asthough 3.officersoremployeeswhohaveelected theywereshowninItem3.A.oftheInformation nottobesubjecttothestateworkers’ Page. compensation law. D.PartTwo,SectionC.Exclusionsischangedby 4.partnersorsoleproprietorsnotcovered adding these exclusions. undertheStandardSoleProprietors, This insurance does not cover; Partners,OfficersandOthersCoverage 5.bodilyinjuryintentionallycausedor Endorsement. aggravatedbyyouorinOhiobodilyinjury D.Before We Pay resultingfromanactwhichisdeterminedby Beforewepaybenefitstothepersons anOhiocourtoflawtohavebeencommitted entitled to them, they must: byyouwiththebeliefthananinjuryis 1.Releaseyouandus,inwriting,ofallsubstantiallycertaintooccur.However,the responsibility for the injury or death.costofdefendingsuchclaimsorsuitsinOhio is covered. 2.Transfertoustheirrighttorecoverfrom otherswhomayberesponsibleforthe13.bodilyinjurysustainedbyanymemberofthe injury or death.flying crew of any aircraft. 3.Cooperatewithusanddoeverything14.anyclaimforbodilyinjurywithrespectto necessarytoenableustoenforcethewhichyouaredeprivedofanydefenseor right to recover from others.defensesorareotherwisesubjecttopenalty becauseofdefaultinpremiumunderthe Ifthepersonsentitledtothebenefitsofthis provisionsoftheworkers’compensationlaw insurancefailtodothosethings,ourdutyto or laws of a state shown in Paragraph A. payendsatonce.Iftheyclaimdamages fromyouorfromusfortheinjuryordeath,E.Thisinsuranceappliestodamagesforwhichyou our duty to pay ends at once.areliableunderWestVirginiaCodeAnnot.S23- 4-2. E.Recovery From Others Ifwemakearecoveryfromothers,wewill keepanamountequaltoourexpensesof recoveryandthebenefitswepaid.Wewill pay the balance to the persons entitled to it/ Form WC 99 03 03 BPrinted in U.S.A. (Ed. 8/00)Page3 of6 EXTENDED OPTIONS 1.Employers’ Liability Insurance4.ForeignVoluntaryCompensationandEmployers’ Liability Reimbursement Item3.B.oftheInformationPageisreplacedby the following:A.How This Reimbursement Applies B.Employers’ Liability Insurance:Thisreimbursementprovisionappliestobodily injurybyaccidentorbodilyinjurybydisease. 1.PartTwoofthepolicyappliestoworkin Bodily injury includes resulting death. each state listed in Item 3.A. 1.Thebodilyinjurymustbesustainedbyan officer or employee. TheLimitsofLiabilityunderPartTwoare the higher of:2.Thebodilyinjurymustoccurinthecourseof employmentnecessaryorincidentaltowork inacountrynotlistedinExclusionC.1.ofthis Bodily Injury provision. by Accident$500,000Each Accident 3.Bodilyinjurybyaccidentmustoccurduring the policy period. Bodily Injury by Disease$500,000Policy Limit 4.Bodilyinjurybydiseasemustbecausedor aggravatedbytheconditionsofyour Bodily Injury employment.Theofficeroremployee’slast by Disease$500,000Each Employee exposuretothoseconditionsofyour employmentmustoccurduringthepolicy OR period. B.We Will Reimburse 2.TheamountshownintheInformation Wewillreimburseyouforallamountspaidby Page. you whether such amounts are: Thisprovision1ofEXTENDEDOPTIONSdoes 1.voluntarypaymentsforthebenefitsthat notapplyinNewYorkbecausetheLimitsOfOur wouldberequiredofyouifyouandyour Liability are unlimited. officersoremployeesweresubjecttoany Inthisprovisionthelimitsarechangedfrom workers’compensationlawofthestateof $500,000 to$1,000,000 in California. hire of the individual employee. 2.Unintentional Failure to Disclose Hazards 2.sumstowhichPartTwo(Employers’Liability Insurance)wouldapplyiftheCountryof Ifyouunintentionallyshouldfailtodiscloseall EmploymentwereshowninItem3.A.ofthe existinghazardsattheinceptiondateofyour Information Page. policy,weshallnotdenycoverageunderthis policy because of such failure. C.Exclusions 3.Waiver of Our Right To Recover From Others This insurance does not cover: A.Wehavetherighttorecoverourpayments 1.anyoccurrencesintheUnitedStates, fromanyoneliableforaninjurycoveredby Canada,andanycountryorjurisdiction thispolicy.Wewillnotenforceourright whichisthesubjectoftradeoreconomic againstanypersonororganizationforwhom sanctionsimposedbythelawsorregulations youperformworkunderawrittencontract oftheUnitedStatesofAmericaineffectasof thatrequiresyoutoobtainthisagreement the inception date of this policy. from us. 2.anyobligationimposedbyaworkers’ Thisagreementshallnotoperatedirectlyor compensationoroccupationaldiseaselaw, indirectlytobenefitanyonenotnamedinthe or similar law. agreement. 3.bodilyinjuryintentionallycausedor B.Thisprovision3.doesnotapplyinthestates aggravated by you/ of Pennsylvania and Utah. Form WC 99 03 03 BPrinted in U.S.A. (Ed. 8/00)Page4 of6 4.liabilityforanyconsequence,whetherofAmericanecessarilyincurredasadirectresult directorindirect,ofwar,invasion,actofof bodily injury. Foreignenemy,hostilities(whetherwar Our reimbursement shall be limited as follows: bedeclaredornot),civilwar,rebellion, 1.totheamountbywhichsuchexpenses revolution,insurrectionormilitaryor exceedthenormalcostofreturningthe usurpedpower.Noendorsementnowor officer or employee if in good health, or subsequentlyattachedtothispolicyshall 2.intheeventofdeath,totheamountbywhich beconstruedasoverridingorwaiving suchexpensesexceedthenormalcostof thislimitationunlessspecificreferenceis returningtheofficeroremployeeifaliveand made thereto. in good health. D.Before We Pay Innoeventshallourreimbursementexceedthe Beforewereimburseyouforthebenefitsto bodilyinjurybyaccidentlimitshowninItem3.B. thepersonsentitledtothem,youmusthave oftheInformationPageasrespectsanyone them: such officer or employee whether dead or alive. 1.releaseyouandus,inwriting,ofall H.Endemic Disease responsibility for the injury or death, Theword“disease”includesanyendemic 2.transfertoustheirrighttorecoverfrom diseases. otherswhomayberesponsiblefortheir Thecoverageappliesasifendemicdiseases injury or death, wereincludedintheprovisionsoftheworkers’ 3.cooperatewithusanddoeverything compensation law. necessarytoenableustoenforcethe 5.LongshoreandHarborWorkers’Compensation right to recover from others. Act Coverage Ifthepersonsentitledtothebenefitspaidfail GeneralSectionC.Workers’CompensationLaw todothesethings,ourdutytoreimburse is replaced by the following: endsatonce.Iftheyclaimdamagesfromus fortheinjuryordeath,ourdutytoreimburse C.Workers’ Compensation Law ends at once. Workers’CompensationLawmeanstheworkers E.Recovery From Others orworkers’compensationlawandoccupational diseaselawofeachstateorterritorynamedin Ifwemakearecoveryfromothers,wewill Item3.A.oftheInformationPageandthe keepanamountequaltoourexpensesof LongshoreandHarborWorkers’Compensation recoveryandthebenefitswereimbursed. Act(33USCSections901-950).Itincludesany Wewillpaythebalancetothepersons amendmentstothoselawsthatareineffect entitledtoit.Ifpersonsentitledtothe duringthepolicyperiod.Itdoesnotincludeany benefitsmakearecoveryfromothers,they otherfederalworkersorworkers’compensation mustrepayusfortheamountsthatwehave law,otherfederaloccupationaldiseaselaworthe reimbursed you. provisionsofanylawthatprovide F.ReimbursementforActualLoss nonoccupational disability benefits. Sustained PartTwo(Employers’LiabilityInsurance),C. Thisendorsementprovidesonlyfor Exclusions,exclusion8,doesnotapplytowork reimbursementforthelossyouactually subjecttotheLongshoreandHarborWorkers’ sustain.Inorderforyoutorecoverlossor Compensation Act. expensesunderthisreimbursementyou Thiscoveragedoesnotapplytoworksubjectto must: theDefenseBaseAct,theOuterContinental 1.actuallysustainandpaythelossor ShelfLandsAct,ortheNonappropriatedFund expense in money after trial, or Instrumentalities Act. 2.secureourconsentforthepaymentof the loss or expense. G.Repatriation Ourreimbursementincludestheadditional expenses of repatriation to the United States Form WC 99 03 03 BPrinted in U.S.A. (Ed. 8/00)Page5 of6 SECTION III 1.SCHEDULE OF COVERED STATESB.Ifastate,showninItem3.A.oftheInformation Page,approvesthisendorsementafterthe A.Thisendorsementonlyappliesinthestates effectivedateofthispolicy,thisendorsementwill listed in this Schedule of Covered States. applytothispolicy.Thecoveragewillapplyin thenewstateontheeffectivedateofthestate approval C.Schedule of Covered States: CA Countersigned by Authorized Representative Form WC 99 03 03 BPrinted in U.S.A. (Ed. 8/00)Page6 of6