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HomeMy WebLinkAboutMEYERS NAVE, APC A-2026-029 0,510 l T2-W-0 MAR 2 0 2026 o CAO(610 LEGAL SERVICES AGREEMENT WITH Dqu+6 Gvi(It(An A(92) MEYERS NAVE,APC This AGREEMENT,made and entered into this 17th day of March, 2026,by and between Meyers Nave, a California professional corporation ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California("City"). RECITALS A. The City of Santa Ana and the City Attorney's Office City desires to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in the provision of legal services to the City,for appellate and litigation-related matters by a firm with specialized expertise. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability,personnel and police matters, and desire to undertake said services. 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. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation filed against the City, for general advice, legal review on a case-by-case basis, and general appellate and litigation-related services to defend the City, its employees and its officials. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services,Partners and of counsel will be billed at the rate of$515-$590 an hour; associates will be billed at$380-420 an hour,paralegals will be billed at$230-$255 an hour•, and Litigation Support Specialists will be billed at$285 an hour. Time will be billed in 1/1 Oth of an hour increments. b. The total sum to be expended under this Agreement shall not exceed $300,000, including any extension periods. G. City shall compensate Attorneys for services rendered as of February 23, 2026. d. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. I i. In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page, I The City will.not reimburse Attorneys for Lexis,Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney. iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors,consultants,or experts, and then seek reimbursement from the City. V. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. vii. Any costs in excess of$5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation(i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be'and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 2 6. TERM The term of this Agreement shall commence on the date first written above and continue for a two(2)year term,unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney, 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney's Office proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liabilit (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos,Code 8(hired) and 9(non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant's profession,with limit no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate. If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. C. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain,the following provisions: i. Additional Insured Status- The City of Santa Ana, its officers, ofl=icials, employees, and volunteers are to be covered as additional insureds on the 3 CGL policy with respect to liability arising out of work or operations performed by or on behalf of Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available,through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City, consistent with the terms of Attorneys' insurance policy. f. Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. Self-Insured Retentions - Self insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. h. Acceptability of Insurers - Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.Best's rating of no less than ANII, unless otherwise acceptable to the City. i. Claims Made Policies-If any of the required policies provide coverage on a claims- made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five(5) years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policyform with a Retroactive Date prior to the contract 4 effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five(5) years after completion of contract work. j. Verification of Coverage — Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attomey's obligation to provide them.The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. k. Subcontractors- Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. 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 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution,judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10, CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL I ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect,that would conflict in any manner with performance of services specified under this Agreement. 5 12. 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 telefacsimile or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Attention---Jenny Riggs Meyers Nave, APC 707 Wilshire Blvd.,24"'Floor Los Angeles, CA 90017 jriggs@mayersnave.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice,tender,demand,delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail,communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, 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 Attorneys. 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 Attorneys 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 parties, which are not embodied herein. 6 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys 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 of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions, 16. NON-DISCRIMINATION Attorneys 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.Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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. MISCELLANEOUS PROVISIONS 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. 19. COUNTERPARTS, SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 7 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF S TA ANA Hall` Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: MEYERS NAVE, APC SONIA R. CARVALHO City Attorney By: Ac �/ By: Sa dra . Flores Name: enn L. Rig Chief Assistant City Attorney Title: Principal g AC R® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) `..�� 5/1/2026 3/2/2026 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(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER Lockton Companies,LLC CONTACT NAME: DBA Lockton Iusurance Brokers,LLC in CA PHONE FAX CA license40F E-MAIL 15767 A!C No 81 10 E Union Ave.,Ste.100 ADDRESS: Donor CO 80237 INSURERS AFFORDING COVERAGE NAIC# denver-certs@lockton,com INSURER A:Hartford Fire Insurance Company 19682 INSURED Meyers Nave a Professional Corporation INSURER 8:Trtlmbull Insurance CoMmy 27120 149138$ 1999 Harrison St.,9th Floor INSURER C:Arch Specialty Irsurance Company 21199 Oakland CA 94612 imsuREn D:Hartford Casualty Insurance Company 29424 INSURER E;---SEE ATTACHMENT--- INSURER F: COVERAGES CERTIFICATE,NUMBER: 23098332 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IY EXP LTR TYPE OF INSURANCE AD p SUBDR POLPOLICY NUMHER MMIDIDlYYCY YY MMInU LIMITS COMMERCIAL GENERAL LIABILITY I' I' $ ] A X 72lJIJNBL5S4E SI1/2025 5/1/2026 EACH OCCURRENCE 000000 DAMAGE TO RENTE CLAIMS-MADE N OCCUR PREM SES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY IRI JECT FX LOC PRODUCTS-COMPIOP AGG $ 2,000,000 OTHER: $ 13 AUTOMOBILE LIABILITY y y 72 UEN CG6791 5/1/2025 5/1/2026 COMBINED SINGLE LIMIT $ Ea accident 11000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY{Per accident) $ AUTOS ONLY AUTOS XXXXXXX X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident XXXXXXX Com /Coll Ded $ 1,000 D X UMBRELLA LIAB X OCCUR N N IIMUBN1 WN6 5/1/2025 5/1/2026 EACH OCCURRENCE $ 10,000,000 EXCESS LIA6 CLAIMS-MADE AGGREGATE $ 10,000,000 DED I I RETENTION$ SIR $ 10,000 WORKERS COMPENSATION Y 72 WE AR7AWY 5/1/2025 5/1/2026 X STATUTE E AND EMPLOYERS'LIABILITY YIN ERTH- ANY PROPRIETOWPARTNERIEXECUTIVE N!A E.L.EACH ACCIDENT $ 1,000000 CFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1 000 000 C Cyber N N C-4LRK-047359-CYBER-2025 5/1/2025 51l/2026 $3,000,000;$10,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may,be attached If more space Is required) Additional Named Insured:Meyers Nave Riback Silver&Wilson A Professional Corp.The City of Santa Ana,its officers,officials,employees,and volunteers an Additional Insured on the General Liability and Auto Liability policies to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Waiver of Subrogation on the General Liability,Auto Liability and Workers;Comp policies applies per attached endDisement(s)of policy language. Insurance provided to Additional Insured(s)is primary and non-contributory an the General Liability and Auto Liability policies as per the attached endorsements or policy language. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 23098332 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE. 20 Civic Center Plaza{M-30} ' P.O.Box 1988 Santa Ana,CA 92702 61988-20 ACORD CORPd TION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Attaclunent Cade:D607815 Master ID: 1491388,Certificate ID:23098332 Compensation NAIC l 1 . Hartford Casualty Insurance Company 29424 2. Twin City Fire Insurance Company 29459 Attachment Code: D644713 Master ID: 1491388,Certificate ID: 23098332 LOCKM City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 23098332. -Email: mountainwestedelivery@lockton.com -Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue,Suite 100 Denver, CO 80237 Attachment Code:D589905 Certificate ID:23098332 (b)Rented to, in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your"employees","volunteer workers",any partner or member(if you are a partnership or joint venture),or any member(if you are a limited liability company). b. Real Estate Manager Any person(other than your"employee"or"volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die,but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary,and subsidiary thereof,of yours which Is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form,other than a partnership,joint venture or limited liability company, and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organ lzatlon.However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; b. Coverage A does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization; and c. Coverage B does not apply to"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available 10 that person or organization for this liability. However,no person or organization is an insured with respect to: a. "Bodily injury"to a co-"employoo"of the person operating the watercraft;or b. "Property damage"to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The following person(s)or organization(s)are an additional insured when you have agreed, in a written contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However,no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to"bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business Page 12 of 22 Form HG 00 01 09 16 72UUNBL554E Attachment Code:D589905 Certificate ID:23098332 and only if this Coverage Part provides coverage for"bodily injury"or"property damage"included within the"products-completed operations hazard". (1)The insurance afforded the vendor is subject to the following additional exclusions:This insurance does not apply to: (a)'Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (C)Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging,except when unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; (9)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)'Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs(d)or(f); or (11)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient, part or container,entering into,accompanying or containing such products. b. Lessors Of Equipment (1}Any person(s)or organization(s)from whom you lease equipment; but only with respect to their liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your maintenance,operation or use of equipment leased to you by such person(s)or organization(s). (2)With respect to the insurance afforded to these additional insureds this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. c.Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional Insureds the following additional exclusions apply:This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to lease that land;or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors Any architect,engineer, or surveyor, but only with respect to liability for"bodily injury","property damage"or"personal and advertising injury"caused, in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises;or (2) In the performance of your ongoing operations performed by you or on your behalf.With respect to the insurance afforded these additional insureds,the following additional exclusion applies: This insurance does not apply to"bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of or the failure to render any professional services by or for you, including: 1.The preparing,approving,or failing to prepare or approve, maps,shop drawings, opinions,reports, surveys,field orders, change orders or drawings and specifications;or Form HG 00 01 0916 Page 13 of 22 72UUWBLSS4E Attachment Code:D589906 Certificate ID:23098332 J. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WE AR7AWY Endorsement Number: Effective Date: 5/9/2025 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Meyers Nave, a Professional Corporation We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described In the Schedule, The additional premium for this endorsement shall be 2% of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Form WC 04 03 06 (1)Printed in U.S.A. Process Date:511/2025 Policy Expiration Date:5/1l2026 Attachment Code:D590640 Certificate ID:23098332 c.The first Named Insured must keep records of the information we need for premium computation,and send us copies at such times as we may request. 6.Representations a.When You Accept This Policy By accepting this policy,you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure, 7.Separation Of Insureds Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this Coverage Part to the first Named Insured,this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit'is brought. 8.Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring"suit"or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract,agreement or permit that was executed prior to the injury or damage. 9.When We Do Not Renew If we decide not to renew this Coverage Part,we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION 1/-DEFINITIONS 1."Advertisement'means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper;or b.Any other publication that is given widespread public distribution. However,"advertisement"does not include: a. The design, printed material, information or images contained in,on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2."Advertising idea"means any idea for an"advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto"means: a.A land motor vehicle,trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment;or Page 18 of 22 Form MG 00 01 09 16 72UUNBL5S4E COMMERCIAL AUTOMOBILE Attachment Code:D594123 Certificate ID:23098332 HA 99 16 03 12 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 than a Paragraph A.1. -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 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage "auto" is leased to you under a written Form. However, the gamed Insured agreement if: does not 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 acquired 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 majority ownership. However, "auto"you hire. the Named Insured does not include D.Additional Insured if Required by Contract any newly formed or acquired (1) Paragraph A.1. -WHO IS AN INSURED organization: - of Section II - Liability Coverage is (a) That is a partnership or joint amended to add: venture, f. When you have agreed, in a written (b) That is an "insured" under any other contract or written agreement, that policy, a person or organization be added (c) That has exhausted its Limit of as an additional insured on your Insurance under any other policy, or business auto policy, such person (d) 180 days or more after its or organization is an "insured", but acquisition or formation by you, only to the extent such person or unless you have given us notice of organization is liable for "bodily the acquisition or formation. injury" or"property damage" caused Coverage does not apply to "bodily by the conduct of an "insured" injury" or "property damage"that results under paragraphs a. or b. of Who Is from an "accident" that occurred before An Insured with regard to the you formed or acquired the organization. ownership, maintenance or use of a B. Employees as Insureds 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 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 1 of 5 72 UEN CG6791 Attachment Code.D594123 Cetifeate ID:23098332 The insurance afforded to any such E. Primary and Non-Contributory if Required additional insured applies only if the by Contract bodily injury or property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration 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 primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser 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 the insurance is primary and we will notseek contribution from that other 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 has in the Declarations and described in this been added as an additional insured. Section. When this insurance is excess, we will have no (3)Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" 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" those 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 (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim,Suit or Loss amounts under all that other insurance. We will share the remaining loss, if any, by the If you have agreed in a written contract or written agreement that another method described in Other Insurance 5.d. 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"on additional insured shall be required to 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. O 2011,The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 72 UEN CG6791 Attachment Code:D607865 Certificate ID: 23098332 d (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 same "accident",the following applies: b.Section III—Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Buslness Auto Coverage Form, Physical Coverage Form 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 (or Damage Coverage, Limit of Insurance, smallest)deductible, it will be reduced by the Paragraph are each amended to add the amount of the smaller (or smallest) following: hh v� w deductible. $1'50Qa�cci entl'to all electpronlc any"loss" 12.AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a. - solely for the reproduction of sound, and accessories used with such equipment) DUTIES IN THE EVENT OF ACClDENT,CLAlM, 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: g an "accident" 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 manufaCauto" (3)A member, if you are a limited liability for the installation of such company; or 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 fall to disclose any hazards existing at the inception date of your policy, we c. For each covered "auto", should loss be limited 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. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY o, less. 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 territory with respect to Liability Coverage is SECTION III - PHYSICAL DAMAGE anvwhere in the world provided that if the pay for the expense of returning a stolen "insured's" responsibility to nav damages for covered "auto"to you. "bodily injury"or :;'property damage" is 10.GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE -of and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is settlement we agree to. No deductible applies to glass damage if the 15.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 Paragraph D. - DEDUCTIBLE-of BUSINESS AUTO CONDITIONS is amended by Ill - PHYSICAL DAMAGE COVERAGE, the adding the following: following is Form HA 99 16 03 12 72 LIEN CG6791 OO 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its Page 4 of 5 Attachment Code:D607865 Certificate ID:23098332 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. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION a.A"non-hybrid"auto is defined as an auto that V-DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" moans 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 CANCELLATION - applies motors to move the auto, or the internal combustion engine to charge one or more except as follows: electric motors,which move the auto. If we cancel for any reason other than 19.VEHICLE WRAP COVERAGE nonpayment of premium, we will mail 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 Loss, or date of cancellation. Collision coverages are provided under this Coverage Form, then such Physical Damage 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: 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 Loss, or Collision coverages are provided under which are displayed on the covered "auto" at the this Coverage Form, then such Physical time of total loss. Regardless of the number of Damage Coverages are amended as follows: autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for a.lf 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" auto'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 60 calendar days of the date of"loss," Form HA 99 16 03 12 72 UEN CG6791 ©2011, The Hartford {Includes copyrighted material of ISO Properties, Inc., with its Page 5 of 5 Attachment Cade:D607867 Certificate ID:23098332 (3)Any manager, If you or the additional (3)Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4)Anv"executive officer"or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage"to premises rented to a corporation; you or temporarily occupied by you with (5)Any trustee, if you or the additional insured permission of the owner; is a trust; or (4)Aircraft,Auto Or Watercraft (6)Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I - Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" a.To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit"asking for damages from an elevators to the extent not subject to Exclusion j. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6)When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out of damages that are not payable under the terms of the promises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; or liability signed by us, the insured and the claimant or the claimant's legal representative. (7)When You Add Others As Additional An 4.Other Insurance Insured To This Insurance If other valid and collectible insurance is available Any other insurance available to an to the insured for a loss we cover under additional insured. Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or organization who is an additional insured a. Primary Insurance under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below, agreed in a written contract or written agreement that this insurance be b. Excess Insurance primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c. below. (1)Your Work (b) Primary And Non-Contributory To That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your work"; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit That is fire, lightning or explosion that this insurance is primary and non-contributory with the additional insurance for premises rented to you or insured's own insurance, this insurance temporarily occupied by you with is primary and we will not seek permission of the owner; contribution from that other insurance. Page 16 of 21 HG 00 0109 16 72UUNBL5S4E DATE(MMIDDIYYYY) ACORO° CERTIFICATE OF LIABILITY INSURANCE 5/l/2027 5/1/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies,LLC CONTACT NAME: DBA Lockton Insurance Brokers,LLC in CA PHONE FAX CA license#0F15767 AIC No Ext: A/C,No E-MAIL 8110 E Union Ave.,Ste.100 ADDRESS: Denver CO 80237 INSURER(S)AFFORDING COVERAGE NAIC# denver-tens@lockton.com INSURER A:Hartford Fire Insurance Company 19682 INSURED Meyers Nave,a Professional Corporation INSURER B:Trumbull Insurance Company 27120 1491388 1999 Harrison St.,9th Floor INSURER C:ACE American Insurance Company 22667 Oakland CA 94612 INSURER D:Hartford Casualty Insurance Company 29424 INSURER E:--- SEE ATTACHMENT --- INSURER F COVERAGES CERTIFICATE NUMBER: 23098332 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYW W MMIDD/ YY A X COMMERCIAL GENERAL LIABILITY y y 72UUNBL5S4E 5/l/2026 5/1/2027 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1 000 000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JE� � LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY y y 72UENBXITZ2 5/1/2026 5/1/2027 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXX ONLY AUTOS ONLY Per accident Con /Coll Ded. $ 1,000 D X UMBRELLA LIAB X OCCUR N N 72RHUBNIWN6 5/1/2026 5/1/2027 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED I I RETENTION$ SIR $ 10,000 WORKERS COMPENSATION PER OTH- E AND EMPLOYERS'LIABILITY YIN Y 72 WE AR7AWY 5/l/2026 5/1/2027 X STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1000 000 OFFICER/MEMBER EXCLUDED? y I N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Cyber N N D03724608 5/1/2026 5/1/2027 $4M Single Limit,$4M Aggregate Retention:$25K DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Named Insured:Meyers Nave Riback Silver&Wilson A Professional Corp.The City of Santa Ana,its officers,officials,employees,and volunteers an Additional Insured on the General Liability and Auto Liability policiea to the extent provided by the policy language or endorsement issued or approved by the insurance cannier. Waiver of Subrogation on the General Liability,Auto Liability and Workers;Comp policies applies per attached endorsement(.,)or policy language_ Insurance provided to Additional Insured(.,)is primary and non-contributory on the General Liability and Auto Liability policies as pet the attached endorsements or policy language. APPROVED By Tu Tran Nguyen at 9:18 am,May 07,2026 CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 23098332 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATNE 20 Civic Center Plaza(M-30) ' P.O.Box 1988 Santa Ana,CA 92702 _ ©1988-20j ACORD CORPC,RATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD MEYENAV-02 ASATHIK ,d►coRo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4/23/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Shawn Royle NAME: Acrisure West Insurance Services,LLC PHONE FAX 1950 W Corporate Way#1 (A/C,No,Ext): (A/C,No): Anaheim,CA 92801-5373 E-MAIL-ADDRESS:SRoyle@acrisure.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Old Republic Union Insurance Company 31143 INSURED INSURER B:Brid ewa Insurance Company 12489 Meyers Nave,A Professional Corporation INSURER 7 1999 Harrison Street,9th FI. INSURER D 7 Oakland,CA 94612 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICYEl PEA LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) ccident $ A UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB X CLAIMS-MADE ORPRO 21 10004064 5/1/2026 5/1/2027 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OF EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B E&O-Lawyers =LO002214-01 5/1/2026 5/1/2027 Each Claim/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Deductible:$100,000 Per Claim/$200,000 Aggregate Retro Active Date: Full Prior Acts APPROVED By Tu Tran Nguyen at 9:18 am,May 07,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. City Attorney 20 Civic Center Plaza(M-29) P.O. Box 1988 AUTHORIZED REPRESENTATIVE Santa Ana,CA 92702 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Attachment Code: D607815 Master ID: 1491388, Certificate ID:23098332 Workers Compensation Carriers 1. Twin City Fire Insurance Company 29459 2. Sentinel Insurance Company Ltd 11000 3. Hartford Fire Insurance Company 19682 Attachment Code: D644713 Master ID: 1491388, Certificate ID:23098332 L MXXTON' City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless deliveryof Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 23098332. -Email: mountainwestedelivery@lockton.com -Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code: D589905 Certificate ID: 23098332 (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your"employees", "volunteer workers", any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Real Estate Manager Any person (other than your"employee"or"volunteer worker"), or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such.That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; b. Coverage A does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization; and c. Coverage B does not apply to"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury"to a co-"employee"of the person operating the watercraft; or b. "Property damage"to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The following person(s)or organization(s)are an additional insured when you have agreed, in a written contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a.Vendors Any person(s)or organization(s)(referred to below as vendor), but only with respect to"bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business Page 12 of 22 Form HG 00 01 09 16 72UUNBL5S4E Attachment Code: D589905 Certificate ID: 23098332 and only if this Coverage Part provides coverage for"bodily injury"or"property damage"included within the"products-completed operations hazard". (1)The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration,testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (9)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs(d)or(f); or (ii) Such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s)or organization(s)from whom you lease equipment; but only with respect to their liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). (2)With respect to the insurance afforded to these additional insureds this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply:This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf.With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to"bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of or the failure to render any professional services by or for you, including: 1.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications;or Form HG 00 01 09 16 Page 13 of 22 72UUNBL5S4E Attachment Code: D589906 Certificate ID: 23098332 Aws THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WE AR7AWY Endorsement Number: Effective Date: 5/1/2026 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Meyers Nave, a Professional Corporation We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Form WC 04 03 06 (1)Printed in U.S.A. Process Date:5/1/2026 Policy Expiration Date:5/1/2027 Attachment Code: D590640 Certificate ID: 23098332 c.The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a.When You Accept This Policy By accepting this policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit"is brought. 8.Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract,agreement or permit that was executed prior to the injury or damage. 9.When We Do Not Renew If we decide not to renew this Coverage Part,we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V-DEFINITIONS 1. "Advertisement"means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b.Any other publication that is given widespread public distribution. However, "advertisement'does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement'. 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment;or Page 18 of 22 Form HG 00 01 09 16 72UUNBL5S4E COMMERCIAL AUTOMOBILE Attachment Code: D594123 Certificate ID: 23098332 HA 99 16 03 12 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 than a Paragraph A.1. - 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 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage "auto" is leased to you under a written Form. However, the Named Insured agreement if: does not 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 acquired 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 majority ownership. However, "auto"you hire. the Named Insured does not include D. Additional Insured if Required by Contract any newly formed or acquired organization: (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is (a) That is a partnership or joint amended to add: venture, f. When you have agreed, in a written (b) That is an insured under any other contract or written agreement, that policy, a person or organization be added (c) That has exhausted its Limit of as an additional insured on your Insurance under any other policy, or business auto policy, such person (d) 180 days or more after its or organization is an "insured", but acquisition or formation by you, only to the extent such person or unless you have given us notice of organization is liable for "bodily the acquisition or formation. injury" or "property damage" caused Coverage does not apply to "bodily by the conduct of an "insured" injury" or "property damage" that results under paragraphs a. or b. of Who Is from an "accident" that occurred before An Insured with regard to the you formed or acquired the organization. ownership, maintenance or use of a covered "auto." B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 72UENBXI TZ2 Attachment Code: D594123 Certificate ID: 23098332 The insurance afforded to any such E. Primary and Non-Contributory if Required additional insured applies only if the by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration 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 primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser 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 the insurance is primary and we will not seek contribution from that other 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 has in the Declarations and described in this been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" 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" those 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 (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another 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" on additional insured shall be required to 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 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 72UENBXITZ2 Attachment Code: D607865 Certificate ID: 23098332 o (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 same "accident", the following applies: b.Section III—Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form 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 (or Damage Coverage, Limit of Insurance, smallest)deductible, it will be reduced by the Paragraph are each amended to add the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss" in "accident"to all electronic any one 12. AMENDED DUTIES IN THE EVENT OF equipment(other than equipment designed ACCIDENT, CLAIM, SUIT OR LOSS solely for the reproduction of sound, and T he 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 "accident" 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 manufac"auto" (3)A member, if you are a limited liability for the installation of such company; or 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 existing at the inception date of your policy, we c. For each covered "auto", should loss be limited 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. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY o, less. 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 territory with respect to Liability Coverage is SECTION III - PHYSICAL DAMAGE anvwhere in the world provided that if the "insured's" responsibilitv to Dav damages for pay for the expense of returning a stolen covered "auto"to you. "bodily injury" or :."property damage" is 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is settlement we agree to. No deductible applies to glass damage if the 15.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 Paragraph D. - DEDUCTIBLE - of BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is Form HA 99 1 03 12 72UENBX1TZ2 ©2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its Page 4 of 5 Attachment Code: D607865 Certificate ID: 23098332 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. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION a.A"non-hybrid" auto is defined as an auto that V-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 combustion engine and one or more electric Paragraph 2. of the COMMON POLICY motors to move the auto, or the internal CANCELLATION - applies combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19.VEHICLE WRAP COVERAGE nonpayment of premium, we will mail 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 Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: 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 Loss, or Collision coverages are provided under which are displayed on the covered "auto" at the time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf 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" auto'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 60 calendar days of the date of"loss," Form HA 99 16 03 12 72UENBXITZ2 ©2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its Page 5 of 5 Attachment Code: D607867 Certificate ID: 23098332 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Anv"executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage"to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional insured permission of the owner; is a trust; or (4) Aircraft, Auto Or Watercraft (6) Anv elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I - Coverage A - Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of "property damage" a. To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit" asking for damages from an elevators to the extent not subject to Exclusion j. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6)When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out of damages that are not payable under the terms of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; or liability signed by us, the insured and the claimant or the claimant's legal representative. (7)When You Add Others As Additional An Insured To This Insurance 4. Other Insurance If other valid and collectible insurance is available Any other insurance available to anadditional insured. to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below. agreed in a written contract or written b. Excess Insurance agreement that this insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c. below. (1)Your Work (b) Primary And Non-Contributory To That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your work"; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit That is fire, lightning or explosion that this insurance is primary and insurance for premises rented to you or non-contributory with the additional temporarily occupied by you with insured's own insurance, this insurance permission of the owner; is primary and we will not seek contribution from that other insurance. Page 16 of 21 HG 00 01 09 16 72UUNBL5S4E