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HomeMy WebLinkAbout4LEAF, INC. (2) - A-2026-040-01 MAY I 1 2026 AGREEMENT TO PROVIDE ON-CALL �rUn�,nevst�are��LDil BUILDING SAFETY INSPECTION SERVICES THIS AGREEMENT is made and entered into this 7th day of April, 2026 by and between 4 LEAF, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On November 14, 2025,the City issued Request for Qualification No. 25-130, by which it sought Consultants to provide on-call building safety consultant services for the Planning and Building Agency of the City of Santa Ana. B. The scope of work may include any and all work efforts related to City projects to provide Plan Check and Building Inspection services and customer assistance for the City of Santa Ana. The intent is to minimize response time and improve customer services by supplementing in-house staff with consulting services on an as-needed basis. C. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFQ No. 25-130 and attached hereto as Exhibit A. D. Consultant has been selected as one of the fifteen (15) vendors which qualified for this engagement. Only those consultants approved by the City Council on April 7, 2026 shall be eligible to be engaged by the City for these services. E. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE,in consideration of the mutual and respective promises,and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. On an as-needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A, attached and incorporated by reference as though fully set forth herein. 2. COMPENSATION a. As Consultant is one of fifteen (15) selected vendors selected by the City, City neither warrants nor guarantees any minimum or maximum compensation to Page 1 of 7 Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement, as approved by Council amongst the fifteen(15)selected vendors, shall not exceed Four Million Nine Hundred Thousand Dollars and Zero Cents ($4,400,000). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on May 17, 2026 and continue for a one (1) year term until May 16, 2027 with the option for the City to grant up to two (2) one (1) year extension(s), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement, however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or other wise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Page 2 of 7 Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit B. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees,consultants, special counsel, and representatives from liability: (1)for personal injury,damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement, and (2) from any claim that personal injury, damages,just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent,trademark,or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to Page 3 of 7 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Executive Director Planning and Building Agency Page 4 of 7 City of Santa Ana 20 Civic Center Plaza (M-21) P.Q. Box 1988 Santa Ana, CA 92702 Email: PBAAdmin@santa-ana.org To Consultant: 4LEAF, Inc. Attn: Kevin J. Duggan, President 4440 Von Karman Ave. Ste. 300 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written,between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations,inducements,promises or agreements,orally or otherwise,have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or Page 5 of 7 granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable Iaw, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement, Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. 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. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Pagc 6 of 7 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS i a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City ftilly, including reasonable costs and attorney's fees,for any injuries or damages to City in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. i IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: "'r. CITY OF SANTA A IF .R L. A L ALVARO NUKE City Cl -k City Manager APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney By:ILVrSZAM. CROSTHWAITE 4DuggSenior Assistant City Attorney RECOMMENDED FOR APPROVAL ALl PEZESHKPOUR Executive Director Planning and Building Agency Page 7 of 7 EXHIBIT A SCOPE OF SERVICES AND FEES General Description The Planning and Building Agency's Building Safety Division of the City of Santa Ana foresees the submittal of many construction projects in the near future resulting from the adoption of new specific plans, sustained economic and market interest in the community, and the pending Zoning Code Update. Therefore, the City is seeking the services of professional consultants to support the efforts of City staff in the area of Building Safety Services that include Plan Check Services, Inspection Services, and Technical Services. Scope of Services A. Plan Review Services Consultant shall perform the following services for each assigned building plan review. 1. Detailed review of the mechanical, plumbing, electrical and building (architectural and structural) plans. Review supporting documents for industrial, commercial, residential and public buildings and determine compliance with applicable building standards as related to existing and proposed buildings. 2. Review the plans for compliance with California state-mandated regulations for energy conservation, disabled access, green building standards and City adopted ordinances. 3. Review the plans for compliance with Federal Flood Plain regulations for projects in the special flood hazard area designated on the flood insurance rate map (FIRM) as Flood Zone A or AE. 4. Recheck and approval of final plans and supporting documents to be provided without additional charge for recheck. 5. Submittal of approved plans and all supporting documents to the City of Santa Ana. 6. Provide all necessary liaison and meetings with applicants via phone, e-mail or in person to expedite the review process and consult on complex code issues with City of Santa Ana Building Official. 7. Plan review report to be customized for each project and be delivered via mail or e-mail to City and the applicant. & Structural portion of the plans to be reviewed by California Licensed Civil or Structural Professional Engineer. 9. Plan reviewer to be consistent, accurate, available, and responsive to the City and the applicant via phone, e-mail, and meetings. Also, the plan reviewer shall be available to the Building Official and his staff to help answer Code questions arising from the review. Plan reviewer shall provide assistance in evaluation of alternate materials, design and methods of construction proposed by applicant. 10. Plan reviewer shall be available, at no expense to the City of Santa Ana, to meet at the City office with owners, architects, engineers and contractors to discuss the Plan Check issues. 11. Plan reviewer to verify that the job description, scope of work, square footages, occupancy classifications and type of construction, on the permit application agrees with the plans and specifications. Plan reviewer will also verify the building valuation based upon valuation costs used by the City of Santa Ana. 12. Initial Plan review to be complete within ten (10) working days and recheck within five (5) working days. 13. Consultant fee for review services to be 60% of the City of Santa Ana Standard Plan Check Fee, excluding any accelerated plan check fee. 14. Hourly projects including revisions, deferred submittals, trusses, stairs, curtain walls, mechanical, plumbing and electrical plan reviews will be checked on an hourly rate of $120.001hour when performed by a Certified Plans Examiner and a rate of$150.00fhour when performed by a registered Senior Plan Check Engineer. 15. Expedited Plan Review will be provided when requested for an individual project and will be an additional 30% of the plan review fees above. For Expedited Plan Review, the initial plan review to be complete within five (5) to seven (7) working days and recheck within five (5) working days. 16. Fee(s) are charged in conformance with the City's Miscellaneous Fee Schedule. 17. Provide in-house temporary staff as approved by the Executive Director of the Planning and Building Agency. 18. Courier service for pickup and delivery of plans to the City shall be provided at no additional cost. 19. Plan review shall be performed electronically using the City's electronic plan review system when requested by the City. No additional fees shall be charged for electronic plan review. B. Building Inspection Services Consultant shall perform the following services. 1. Building inspection services for industrial, commercial, residential and public buildings to determine compliance with approved plans and documents as well as applicable building standards as related to existing and proposed buildings. 2. Building inspection services for compliance with California state-mandated regulations for energy conservation, disabled access, green building standards and City adopted ordinances. 3. Building inspection services for compliance with Federal Flood Plain regulations for projects in the special flood hazard area designated on the flood insurance rate map (FIRM) as Flood Zone A or AE. 4. Building inspectors shall be certified to perform inspections for compliance with applicable California Building Standards Codes. 5. Building inspectors shall complete all necessary City forms and documents, enter results, and follow the City's workflow when an inspection is conducted. Inspectors will provide accurate correction notices and inspection records. 6. Building inspections shall be charged at an hourly rate of$100.00/hour when performed by a Certified Building Inspector and a rate of$125.00{hour when performed by a Senior Certified Building Inspector. Mileage will not be reimbursed by the City. 7. Provide accelerated building inspection services on an as-needed basis. 8. Provide in-house temporary staff. C. Technical Services Consultant shall perform the following services. 1. Technical services shall be provided as-needed at hourly rates listed in Sections A and B above, based on the qualifications of the consultant that will provide the service. Technical services shall include training and technical studies with reporting with rates ranging from $80.00/hour to $150.00/hour, and document management system administration services with rates ranging from $25.00/hour to $45.00/hour based on experience. 2. Permit technical services shall be charged at an hourly rate of$70.00/hour when performed by non-certified permit technicians and $85.00/hour when performed by Certified Permit Technician. 3. Structural Peer Review services shall be performed by a California registered Structural Engineer who has expertise in the current edition of ASCE 41 and performance-based structural design methodologies. Peer reviewer shall have technical expertise in the evaluation and retrofit of buildings similar to the one being reviewed and shall be familiar with the technical issues and regulations governing the work to be reviewed. Consultant shall provide a lump sum fixed fee for the structural peer review services based on the scope and complexities of the project. This fee shall be subject to the approval of the project applicant as a pass-through fee and shall be paid by the project applicant in conformance with the City's Miscellaneous Fee Schedule. EXHIBIT B INSURANCE REQUIREMENTS Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1, Commercial General Liability (COL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies, 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. 3. Workers' Compensation (WC): as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1.000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability (PL): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Consultant's CGL, AL, and WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. .d►co CERTIFICATE OF LIABILITY INSURANCE DATE IMMfDD YYYY} 0313112026 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 Brent Nishikawa NAME: The Liberty Company Insurance Brokers PAHONNQ Ext: (888)918 3960 arc,No Lic#OD79653 E-MAIL SS: bnishikawa@fibertycompany.com ADDRE 5955 De Soto Ave,.Ste 250 INSURER(S)AFFORDING COVERAGE NAIC# Woodland Hills CA 91367 INSURER A: Travelers Property Casually Co of America 25674 INSURED INSURER B: The Travelers Indemnity Co of CT 25682 41-eaf,Inc. INSURER c: Berkshire Hathaway Homestate Insurance Company 20044 2126 Rheem Dr INSURER D: Pacific Insurance Company,Limited 10046 INSURER E: Pleasanton CA 94588 INSURER F: COVERAGES CERTIFICATE NUMBER: 2026 NEW REVISION NUMBER: THIS IS TO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 ALIDL SUB R POLICY Err POLICY EXP LTR TYPE OF INSURANCE INSD WV❑ POLICY NUMBER MMIDDIYYYY MMfDDNYYY) LIMITS X COMMERCIAL GEN LRAL LIABILITY 1,000,000 EACH OCCURRENCE S CLAIMS-MADE OCCUR DAMAGE T REN 1,000,000 PREMISES Ea occurrence 5 VIED EXP(Any one person) 5 5,000 A Y Y 6600519815A 113/1512026 03/15/2027 PERSONAL&ADV INJURY 5 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE g 2,000,000 POLICY O PRO ❑ 2,000,000 J ECT LOC PRODUCTS-COMPIOP AGG 5 OTHER: S AUTOMOBILE LIABILITY COMSI NEC SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY{Per person), $ B OWNED X AUTOS SCHEDULED Y Y BA-C4831196-26-43-G 03/15/2026 03115/2027 BODILY INJURY(Per accident) $ A TOS ONLY V HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident S 5 X UMBRELLA LIAR I Ne'l OCCUR EACH OCCURRENCE S 6,000,000 A EXCESS LIAB CLAIMS-MADE C'UP04831922 03/15/2026 03/15/2027 AGGREGATE S, 6,000,000 DE❑ I X1 RETENTION So F5 WORKERS COMPENSATION X1 SPER TATUTE ORH AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERfFXECUTIVE YIN 1,000,000 C' OFFICERIMEMBER EXCLUDED? � NIA Y FOWC726350 04/01/2026 04/01/2027 E.L.EACH ACCIDENT 5 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS be€ow E.L.DISEASE-POLICY LIMIT $ Professional Liability Per Claim $5,000,000 D Retro Date:04101/2007 Y 130HO881505-26 03/15/2028 03/15/2027 Aggregate $5,000,000 Retention $50,000 DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLES (ACORD 101,Additional Remarks ScheduIe,may be attached if more space is required) RE:Agreement N-2025-278. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as an Additional Insured under the Commercial General Liability(Including completed operations)and Auto Liability on a Primary/Non-Contributory basis when required by written contract.A Waiver of Subrogation in favor of the Additional Insured applies to the General Liability,Auto Liability,Workers Compensation and Professional Liability when required by written contract.30 Notice of cancellaticn applies. APPROVED CERTIFICATE HOLDER CANCELLATION By 7u Tran Nguyen at 41:32 am,Apr 172,2172f; SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Planning and Building Agency 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 v4— Q 1988-2015ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds 4LErF' CONSULTING INC. ;'LEAF CONSULTING, LLC OFAPPINF(02/2007) COPYRIGHT 2007,AIMS SERVICES INC Policy Number: 6600519865A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your Any person or organization that you agree in a work" and included in the "products- " written contract requiring insurance to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for"bodily injury", coverage for that additional insured, and then "property damage" or"personal injury"; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage"that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you, policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS.- omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or on any other basis, that is available to the organization has assumed liability in a additional insured for a loss we cover. However, if contract or agreement. you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part e. This insurance does not apply on any basis to must apply on a primary basis or a primary and any person or organization for which non-contributory basis, this insurance is primary coverage as an additional insured specifically to other insurance available to the additional is added by another endorsement to this insured which covers that person or organizations Coverage Part. as a named insured for such loss, and we will not share with the other insurance, provided that: f. This insurance does not apply to the 1 The "bodily injury" or "property dama e" for rendering of or failure to render any f } y j ry" g "professional services". which coverage is sought occurs; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company. All rights reserved. Page t of 2 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: under a written contract requiring insurance" with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 O 2015 The Travelers indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission Policy Number: 6600519865A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (1) The additional insured is a Named Condition and supersedes any provision to the Insured under such other insurance; and contrary: (2) You have agreed in writing in a contract Primary And Noncontributory Insurance or agreement that this insurance would This insurance is primary to and will not seek be primary and would not seek contribution from any other insurance available contribution from any other insurance to an additional insured under your policy available to the additional insured. provided that: CG 213 01 12 19 c0 Insurance Services Office, Inc., 2018 Page 1 of 1 Policy Number: 6600519865A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured—Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To C. Who Is An Insured —Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured — Controlling Interest M. Blanket Waiver Of Subrogation —When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g.„ Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance, of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising personal and advertising injury caused by an out of providing or or"Good Samaritan services" first to provide d ces" by any of your offense committed: retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury"; a. A limited liability company, (a) To you, to your current or retired b. An organization other than a partnership, partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure, current or retired directors or employees while in the course of his or C. WHO IS AN INSURED— RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers"while performing duties related to the SECTION II—WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, O b To the spouse, child, brother or director or"employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker" as a consequence of or while performing duties related to the conduct Paragraph (2)(a) above; of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) "Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members (if you are a limited liability company) or services. to your current directors; (3) "Property damage"to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or (b) Rented to, in the Dare, custody of control director as a consequence of Paragraph director above; of, or over which physical control is being exercised for any purpose by; (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of$ ©2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, joint venture or limited liability company; The following is added to Paragraph 2.a.(1) of or SECTION 11—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not c. Atrust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION 11 workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED— NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of or form the organization or the end SECTION 11 —WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION 11 — WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, the organization; and successor or receiver for"bodily injury", "property c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, 11 — Who Is An Insured, each such CG D3 79 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part, AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a, An "bodily injury", advertising injury" caused by an offense y y J ve "property damage" or "personal and advertising injury arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II — WHO IS medical services", first aid or "Good Samaritan services" to a person, unless AN INSURED: you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of your "employees" who is a nurse, governmental entity has issued such permit or authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist, or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees" or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS— INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III —LIMITS OF INSURANCE: services" during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business, because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION — PROFESSIONAL LIABILITY services" to any one person will be deemed The following is added to Paragraph 4.b., to be one "occurrence". g g p Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating t the sale of M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the knowledge or consent of the insured. WHEN REQUIRED BY WRITTEN CONTRACT 5. The following is added to the DEFINITIONS OR AGREEMENT Section: The following is added to Paragraph 8., Transfer "Incidental medical services" means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x LIABILITY CONDITIONS.- ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related furnishing of food or beverages, or agreement to waive that insured's right of recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved, Page 5 of$ Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement ❑r license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 O 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Ineiudes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BAC4831196 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE— INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE— INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II —COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION 11 — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos" you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 fit 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is ad vised dvised of all proceedings and ac- tions. Insured, of SECTION II —COVERED AUTOS us a LIABILITY COVERAGE: (ii) Neither you nor any other involved Any "employee" of yours is an "insured" while us- "insured'" will make any settlement ing a covered "auto" you don't own, hire or borrow without our consent. in your business or your personal affairs. (iii) We may, at our discretion, participate E. SUPPLEMENTARY PAYMENTS — INCREASED in defending the "insured" against, or LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE — INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL. DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE— INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III— PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 02015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,inc.with its permission. COMMERCIAL_AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV— BUSINESS AUTO CONDITIONS: Page 4 of 4 Q 2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of insurance Services Office,Inc.with its permission. Policy Number: BAC4831196 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE 0 This endorsement modifies insurance provided under the following: o BUSINESS AUTO COVERAGE FORM R PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO c Is An Insured, of SECTION II — COVERED CONDITIONS.- AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an ' organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the �' Liability Coverage, but only for damages to which ^t this insurance applies and only to the extent of 'bodily injury" or "property damage" occurs and v pp y that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". C cz C 0 0 A CA T4 74 02 16 u 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. (D) If the Insurer cancels this Policy, unearned premium shall be calculated on a pro rats basis. If the Named Entity cancels this Policy, unearned premium shall be calculated at the Insurer's customary short rates. Payment of any unearned premium shall not be a condition precedent to the effectiveness of a cancellation. The Insurer shall make payment of any unearned premium which it received from the Named Entity as soon as practicable. XV. CHANGES IN EXPOSURE Solely with respect to all Liability Coverage Parts: (A) Acquisitions or Created Subsidiaries If,before or during the Policy Period,any Insured Entity acquires or creates an entity then such acquired or created entity, and any natural persons that would qualify as Insured Persons thereof, shall be an Insured to the extent such entities and persons would otherwise qualify as an Insured under the Liability Coverage Parts, but only for Wrongful Acts occurring after the Effective Time of such acquisition or creation. No coverage shall be available for any Wrongful Act of such Insured occurring before the Effective Time of such acquisition or creation, or for any Interrelated Wrongful Acts thereto. The Insured Entity shall give the Insurer written notice and full,written details of the acquisition or creation as soon as practicable: (1) prior to the expiration or termination date of this Policy; or (2) within ninety(90)days of such acquisition or creation; whichever date is later. The Insurer shall be entitled to impose such additional terms, conditions, and premium as the Insurer, in its absolute discretion, chooses. (B) Mergers If, before or during the Policy Period, any Insured Entity merges with another entity such that the Insured Entity is the surviving entity, then such merged entity and any natural persons that would qualify as Insured Persons thereof, shall be an Insured to the extent such entities and persons would otherwise qualify as an Insured under the Liability Coverage Parts, but only for Wrongful Acts occurring after such merger. This coverage shall remain in force for 90 days beginning with the date of the merger. No coverage shall be available for any Wrongful Act of such Insured occurring before the Effective Time of such merger or for any Interrelated Wrongful Acts thereto. The Insured Entity shall give the Insurer written notice and full,written details of the merger as soon as practicable: (1) prior to the expiration or termination date of this Policy; or (2) within ninety(90)days of such merger; whichever date is later. If the Insured Entity is not the surviving entity then coverage shall terminate on the effective date of the merger. The Insurer shall be entitled to impose such additional terms, conditions, and premium as the Insurer, in its absolute discretion, chooses. XVI. SUBROGATION The Insurer shall be subrogated to all of the Insured's rights of recovery regarding any payment of Loss by the Insurer under this Policy. The Insured shall execute all papers required and do everything necessary to secure and preserve AE 00 H003 01 0621 O 2021, The Hartford Page 7 of 9 13 OH 0881505-26 03/15/2026 such rights, including the execution of any documents necessary to enable the Insurer to effectively bring suit in the name of the Insured. The Insured shall do nothing to prejudice the Insurer's position or any potential or actual rights of recovery. If the Insured has waived its rights to recovery in a written contract or agreement executed prior to a Claim being made, then the Insurer will waive its rights to subrogation to the same extent as the Insured's waiver. XVII. APPLICATION (A) The Insured represents that the declarations and statements contained in the Application are true, accurate and complete. This Policy is issued in reliance upon the Application. (B) If the Application contains misrepresentations or misrepresentations that materially affect the acceptance of the risk by the Insurer: (1) no coverage shall be afforded under this Policy for any Insured who knew on the Inception Date of this Policy of the facts that were so misrepresented, provided that knowledge possessed by any Insured Person shall not be imputed to any other Insured Person; and (2) knowledge possessed by any principal, partner, chief executive officer, chief operating officer, general counsel, chief financial officer, risk manager, human resources director or any position equivalent to the foregoing of the Insured Entity, or anyone signing the Application, shall be imputed to all Insured Entities. No other person's knowledge shall be imputed to an Insured Entity. XVIII. ACTION AGAINST THE INSURER Solely with respect to all Liability Coverage Parts: (A) No action shall be taken against the Insurer unless there shall have been full compliance with all the terms and conditions of this Policy. (B) No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against the Insured nor shall the Insurer be impleaded by the Insured in any such Claim. XIX. ASSIGNMENT Assignment of interest under this Policy shall not bind the Insurer without its consent as specified in a written endorsement issued by the Insurer to form a part of this Policy. XX. BANKRUPTCY OR INSOLVENCY Bankruptcy or insolvency of any Insured shall not relieve the Insurer of any of its obligations under this Policy. XXI. AUTHORIZATION OF NAMED ENTITY The Named Entity shall act on behalf of all Insureds with respect to all matters under this Policy, including, without limitation, giving and receiving of notices regarding Claims, cancellation, election of the Extended Reporting Period, payment of premiums, receipt of any return premiums, and acceptance of any endorsements to this Policy. XXII. CHANGES This Policy shall not be changed or modified except in a written endorsement issued by the Insurer to form a part of this Policy. XXIII. ENTIRE AGREEMENT AE 00 H003 01 0621 O 2021, The Hartford Page 8 of 9 13 OH 0881505-26 03/15/2026 (3) is fifty-five (55)years of age or older; and (4) notifies us in writing if this coverage is desired within sixty (60) days after the termination of the policy. This retirement extended reporting period does not apply to claims that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such claims. XI. INTERRELATIONSHIP OF CLAIMS Solely with respect to all Liability Coverage Parts: All Claims based upon, arising from, or in any way related to the same Wrongful Act, or Interrelated Wrongful Acts, shall be deemed to be a single Claim for all purposes under this Policy first made on the earliest date that: (A) any of such Claims was first made, regardless of whether such date is before or during the Policy Period, (B) notice of any Wrongful Act described above was given to the Insurer under this Policy pursuant to the section titled Notice Of Claim found in the applicable Liability Coverage Part; or (C) notice of any Wrongful Act described above was given under any prior management liability, professional liability or errors and omissions insurance policy if such notice is accepted under such other policy. XII. ALLOCATION With respect to all Liability Coverage Parts: Where Insureds who are afforded coverage for a Claim incur an amount consisting of both Loss that is covered by this Policy and also loss that is not covered by this Policy because such Claim includes both covered and uncovered matters, then coverage shall apply as follows: (A) with respect to a covered Claim for which the Insurer has the duty to defend: (1) 100% of the Insured's Defense Costs shall be allocated to covered Loss; and (2) All other Loss shall be allocated between covered Loss and non-covered loss based upon the relative legal exposure of all parties to such matters. Xlll. OTHER INSURANCE If Loss arising from any Claim is insured under any other valid and collectible policy or policies, then this Policy shall apply only in excess of the amount of any deductibles, retentions and limits of liability under such other policy or policies, whether such other policy or policies are stated to be primary,contributory, excess, contingent or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy or policies to this Policy's Policy Number. Any payments made under any such policy(ies) will serve to offset any applicable retention amounts set forth in the Declarations. XIV. CANCELLATION & NON-RENEWAL (A) The Insurer may cancel this Policy for non-payment of premium by sending notice to the Named Entity not less than 10 calendar days prior to the date of cancellation. The Insurer may cancel this policy, for reasons other than non- payment of premium, by sending notice to the Named Entity not less than 90 days prior to the date of cancellation. (B) The Insurer may non-renew this Policy by sending written notice to the Named Entity no less than 60 days before the expiration of the Policy. (C) The Named Entity may cancel this Policy by sending written notice of cancellation to the Insurer. Such notice shall be effective upon receipt by the Insurer unless a later cancellation time is specified therein. AE 00 H003 01 0621 O 2021, The Hartford Page 6 of 9 13 OH 0881505-26 03/15/2026 (D) If the Insurer cancels this Policy, unearned premium shall be calculated on a pro rata basis. If the Named Entity cancels this Policy, unearned premium shall be calculated at the Insurer's customary short rates. Payment of any unearned premium shall not be a condition precedent to the effectiveness of a cancellation. The Insurer shall make payment of any unearned premium which it received from the flamed Entity as soon as practicable. XV. CHANGES IN EXPOSURE Solely with respect to all Liability Coverage Parts: (A) Acquisitions or Created Subsidiaries If, before or during the Policy Period,any Insured Entity acquires or creates an entity then such acquired or created entity, and any natural persons that would qualify as Insured Persons thereof, shall be an Insured to the extent such entities and persons would otherwise qualify as an Insured under the Liability Coverage Parts, but only for Wrongful Acts occurring after the Effective Time of such acquisition or creation. No coverage shall be available for any Wrongful Act of such Insured occurring before the Effective Time of such acquisition or creation, or for any Interrelated Wrongful Acts thereto. The Insured Entity shall give the Insurer written notice and full,written details of the acquisition or creation as soon as practicable: (1) prior to the expiration or termination date of this Policy; or (2) within ninety (90)days of such acquisition or creation; whichever date is later. The Insurer shall be entitled to impose such additional terms, conditions, and premium as the Insurer, in its absolute discretion, chooses. (B) Mergers If, before or during the Policy Period, any Insured Entity merges with another entity such that the Insured Entity is the surviving entity, then such merged entity and any natural persons that would qualify as Insured Persons thereof, shall be an Insured to the extent such entities and persons would otherwise qualify as an Insured under the Liability Coverage Parts, but only for Wrongful Acts occurring after such merger. This coverage shall remain in force for 90 days beginning with the date of the merger. No coverage shall be available for any Wrongful Act of such Insured occurring before the Effective Time of such merger or for any Interrelated Wrongful Acts thereto. The Insured Entity shall give the Insurer written notice and full,written details of the merger as soon as practicable: (1) prior to the expiration or termination date of this Policy; or (2) within ninety(90)days of such merger; whichever date is later. If the Insured Entity is not the surviving entity then coverage shall terminate on the effective date of the merger. The Insurer shall be entitled to impose such additional terms,conditions, and premium as the Insurer, in its absolute discretion, chooses. XVI. SUBROGATION The Insurer shall be subrogated to all of the Insured's rights of recovery regarding any payment of Loss by the Insurer under this Policy. The Insured shall execute all papers required and do everything necessary to secure and preserve AE 00 H003 01 0621 ©2021, The Hartford Page 7 of 9 13 OH 0881505-26 03/15/2026 ENDORSEMENT NO:O This endorsement, effective 12:01 am, 03/15/2026 forms part of policy number 13 OH 0881505-26 issued to: 4LEAF, INC. by: PACIFIC INSURANCE COMPANY, LTD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTUALLY REQUIRED ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under: DESIGN PROFESSIONALS LIABILITY COVERAGE PART In consideration of the premium charged, it is understood and agreed that the definition of Insured(s) in SECTION Ill. DEFINITIONS, (K), is amended to include any entity for whom an Insured is required by written contract or agreement to provide insurance coverage under this Policy (herein, an "Additional Insured"), but coverage under this Policy is only with respect to Claims: • for any actual or alleged act, error or omission committed or alleged to have been committed solely in the Insured Entity's performance of Professional Services; and • first made after the Insured and the Additional Insured entered into such written contract or agreement. No Additional Insured shall be an Insured with respect to any Claim arising out of such Additional Insured's act, error or orission. Furthermore, Exclusion (E) in SECTION IV. EXCLUSIONS APPLICABLE TO ALL INSURING AGREEMENTS is amended to include the following: Solely for the purposes of this exclusion, Insured shall not include any Additional Insured. All other terms and conditions remain unchanged. A. Morris Tooker, President AE 00 M008 01 0422 ©2022, The Hartford Page 1 of 1 POLICY NUMBER: 660-0519865A ISSUE DATE: 3/15/2.026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided underthe following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ADDRESS: PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 0 2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization: Blanket Waiver-Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium All CA Operations 0.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 04101/2026 Policy No.: FOWC726350 Endorsement No.: Insured: Premium$ Insurance Company: Berkshire Hathaway Homestate Ins Co WC 00 03 13 Countersigned by (Ed. 4-84) ©1983 National Council on Compensation Insurance WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization: Blanket Waiver-Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium All Other States Operations 9.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 04/01/2026 Policy No.: FOWC726350 Endorsement No.: Insured: Premium$ Insurance Company: Berkshire Hathaway Homestate Ins Co WC 00 03 13 Countersigned by (Ed. 4-84) ©1933 National Council on Compensation Insurance WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 E (Ed. 01-22) CALIFORNIA CANCELLATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six(Conditions)of the policy is replaced by these conditions: Cancellation: 1. You may cancel this policy.You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; G. Non-payment of deductible billing; d. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; e. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; €. Material misrepresentation made by you or your agent; g. Failure to cooperate with us in the investigation of a claim; h. Material failure to comply with Federal or State safety orders; i. Material failure to comply with written recommendations of our designated loss control representatives; j. The occurrence of a material change in the ownership of your business; k. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; I. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; m. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in(a)through(g),we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to provide notice. If we cancel your policy for any of the reasons listed in Items(h)through (m),we will give you 30 days advance written notice; however,we agree that in the event of cancellation and reinsuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. If we mail the notice to you, the stated periods of notice and your right to remedy the condition will be extended by 5 days if the place of mailing and your mailing address is within California, 10 days if the place of mailing or your mailing address is outside of California and 20 days if the place of mailing or your mailing address is outside of the United States. 5, The policy period will end on the day and hour stated in the cancellation notice. 6. A short rate penalty applies if you cancel this policy or if we cancel due to non-payment of premium, failure to report payroll, or non-payment of deductible billing. First, the standard premium, defined as the base premium (computed in accordance with Part 1, Section 2, Subsection 2 of the WCIRB's California Basic Underwriting Manual) adjusted for the experience modification factor and all other pricing factors except for premium discount and expense constant, will be multiplied by the quotient of the number of days for which the policy was written divided by the number of days the policy remained in force to produce the full standard premium.Second,the extended number of days will be determined by dividing the number of days the policy was in force by the number of days forwhich the policy was written and multiplying the quotient by 365 days. When the policy is written for a one-year period,the extended number of days will equal the number of days the policy remained in force.Third,the short rate percentage corresponding to the extended number of days will be obtained from the short rate cancellation table. Fourth,the short rate premium will be equal to the product of the full standard premium times the short rate percentage. The short rate table below will be used in computing the short rate premium. In no event will the final earned premium be less than the policy minimum premium. WC 99 06 07 E Page 1 of 2 (Ed. 01-22) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 E (Ed. 01-22) Short Rate Table Extended Percent of Extended Percent of Extended Percent of Number of Full Policy Number of Full Policy Number of Full Policy Days Premium Days Premium Days Premium 1 . ..... 5% 95-98 37% 219-223 69% 2 6% 99-102 38% 224-228 ...... 70% 3-4 ...... 7% 103-105 39% 229-232 ...... 71%0 5-6 ...... 8% 106-109 40% 233-237 ...... 72% 7-8 ..... . 9% I10-113 41% 238-241 73%© 9-10 ..... . 10% 114-116 42% 242-246 (8 mos.) 74% 11-12 11% 117-120 ..... . 43%© 247-250 75% 13-14 .... 12% 121-124 (4 mos.) 44% 251-255 76% 15-16 ...... 13% 125-127 45% 256-260 77% 17-18 14% 128-131 46% 261-264 ..... . 78% 19-20 15% 132-135 ...... 47% 265-269 79% 21-22 ..... . 16% 136-138 ...... 48% 270-273 (9 mos.) 80% 23-25 ... 17% 139-142 ...... 49% 274-278 ..... . 81% 26-29 ... 18% 143-146 50% 279-282 ..... . 82% 30-32 (1 mo.) 19% 147-149 51% 283-287 ...... 83% 33-36 . ..... 20% 150-153 (5 mos.) 52% 288-291 ...... 84% 37-40 . ..... 21% 154-I56 ..... 53% 292-296 ...... 85%n 41-43 . ..... 22% 157-160 54% 297-301 ...... 86% 44-47 ..... . 23% 161-164 ...... 55% 302-305 (10 mos.) 87% 48-51 ...... 24%n 165-167 56% 306-310 ....,, 88% 52-54 ...... 25% 168-171 ...... 57% 311-314 89% 55-58 ...... 26% 172-175 58% 315-319 90% 59-62 (2 mos.) 27% 176-178 59% 321-323 91% 63-65 . ..... 28% 179-182 (6 mos.) 60% 324-328 ..... 92% 66-69 ...... 29% 183-187 ..... . 61% 329-332 93%u 70-73 30%© 188-191 ...... 62% 333-337 (11 mos.) 94% 74-76 31% 192-196 ...... 63% 338-342 95% 77-80 ... ... 32% 197-200 ...... 64% 343-346 96% 81-83 ...... 33% 201-205 ..... . 65% 347-351 .... 97% 84-97 34% 206-209 ..... . 66% 352-355 ...... 98%b 88-91 (3 mos.) 35% 210-214 (7 mos.) 67% 356-360 99% 92-94 36% 215-218 68% 1 361-365 [2 mos. 100% This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 04/01/2026 Policy No.: FOWC726350 Endorsement No.: Insured: Premium$ Insurance Company: Berkshire Hathaway Homestate Ins Co Countersigned by WC 99 06 07 E Page 2 of 2 (Ed. 01-22)