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Agreement - NBS Government Finance Group - Expires 2027/06/30City of Gilroy Agreement/Contract Tracking Today’s Date: July 19, 2024 Your Name: Katty Alvarez Contract Type: Services over $5k - Consultant Phone Number: 408-846-0217 Contract Effective Date: (Date contract goes into effect) 7/1/2024 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) NBS Government Finance Group Contract Subject: (no more than 100 characters) Administration of Highway 152 Bonds Contract Amount: (Total Amount of contract. If no amount, leave blank) $48,000 By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 LeeAnn McPhillips Andy Faber Harjot Sangha Beth Minor TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc…  Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards)  Informal bid/quotation – 3 quotes (verbal or written)  Purchasing Summary form w/ Purchasing Approval  Purchase Requisition Payment Method Purchase Order*  Informal bid/quotation – 3 written quotes  Purchasing Summary form w/ City Administrator Approval  Purchase Requisition Payment Method Purchase Order  Formal Bid  Advertisement  Council Approval  Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc…  Vendor selection at discretion of staff  May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if sole proprietor or partner)  Informal bid/quotation – 3 quotes (verbal or written)  Purchasing Summary form w/ Department Head Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order*  Informal Bid/RFP quotation – 3 written quotes  Purchasing Summary form w/ City Administrator Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order  Formal Bid/RFP/RFQ  Advertisement  Council Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc...  Vendor selection at the discretion of staff  Purchase Summary Form w/ Purchasing Approval  Standard Agreement signed by Department Head  Purchase Requisition Payment Method Purchase Order  RFP/RFQ to at least 3 consultants  Purchase Summary Form w/ Department Head Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order  RFP/RFQ to a list of consultants  Evaluation Spreadsheet w/ City Administrator Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order  Formal RFP/RFQ  Advertisement  Council Approval  Standard Agreement signed by City Administrator  Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 25 day of June, 2024, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: NBS Government Finance Group, having a principal place of business at 32605 Temecula Parkway, Suite 100, Temecula, CA 92592. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July 1, 2024 and will continue in effect through June 30, 2027 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $48,000.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -4- 4835-2267-0361v1 LAC\04706083 set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that:  CITY will not withhold FICA (Social Security) from CONSULTANT’S payments;  CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf;  CITY will not withhold state or federal income tax from payment to CONSULTANT;  CITY will not make disability insurance contributions on behalf of CONSULTANT;  CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. 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, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: NBS Government Finance Group CITY OF GILROY By: By: Name: Michael Rentner Name: Harjot Sangha Title: Principal-In-Charge Title: Finance Director Social Security or Taxpayer Identification Number 33-0712512 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Greg Davidson, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Harjot Sangha, Finance Director, shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Harjot Sangha, Finance Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Greg Davidson, Managing Director, NBS 32605 Temecula Parkway Suite 100 Temecula, CA 92592 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES See attached "APPENDIX B| SCOPE OF SERVICES" Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE As directed by the City, annually. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE Services will be billed according to the rates agreed as shown on "APPENDIX D| FEE" (attached). Projected total cost not to exceed $48,000.00. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 1 APPENDIX B| SCOPE OF SERVICES CONSULTANT SCOPE OF SERVICES Community Facilities District Administration (Bonded) KICK-OFF MEETING, PROJECT SCHEDULE NBS will meet with City staff, legal counsel and other interested parties to: • Establish lines of communication. • Clarify the specific project goals and criteria that will meet the City’s preference. • Identify and resolve any special circumstances that may be involved in the administration of the districts. • Develop project schedules to meet legal requirements and provide for effective interaction of all involved parties. • Establish meeting dates consistent with schedule to achieve project milestones. DATA COLLECTION NBS will gather and review data pertinent to the administration of the Community Facilities District. Data will be obtained from various sources such as Assessor’s parcel maps, building permits and County Assessor information as determined to be necessary based on the requirements of the Rate and Method of Apportionment. NBS will maintain and periodically update a database of all parcels within the district along with relevant parcel information. ADMINISTRATIVE COST RECOVERY NBS will identify all costs associated with the administration of the Community Facilities District and recover those costs through the levy process as outlined in §53317(e) and §53340 of the Government Code of the State of California. Such costs may include, but are not to be limited to: Bank fees, legal fees, county tax collection fees, and all costs and expenses of the City, and its consultants related to district administration. CASH FLOW ANALYSIS NBS will determine the cash flow requirement, acquire current fund balances and make recommendations to keep the flow of funds and fund balances in compliance with the bond documents. Fund transfers might include the transfer of available surplus funds to be used as levy credits or the transfer of reserve funds to the redemption fund upon the prepayment of special taxes. Cash flow analysis will also be performed to determine any levy shortfall or surplus collections. SPECIAL TAX REQUIREMENT NBS will calculate the annual Special Tax Requirement that will include all necessary components as outlined in the Rate and Method of Apportionment, such as principal and interest due, administrative expenses, collection for direct financing of services or facilities, and a fund credit or replenishment as determined from analysis of the district funds. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 2 LEVY CALCULATION NBS will calculate the annual special tax levy for each parcel within the Community Facilities District following the guidelines established in the Rate and Method of Apportionment. MEETING ATTENDANCE NBS will attend up to two (2) City Council meetings related to district administration, as requested by the City. NBS will attend additional meetings as requested by the City subject to additional expenses for time and travel. LEVY SUBMITTAL NBS will submit the levy to the County Auditor-Controller in the required format. Special Taxes rejected by the County Auditor-Controller will be researched and resubmitted for collection on the County Tax Roll. Any parcels that are not submitted by the County for collection will be invoiced with payment to be directed to the City. MAINTAIN DISTRICT DATA NBS will annually track all parcel changes to ensure that all changes are documented. Historical parcel change data will be maintained by NBS. SPECIAL TAX LEVY REPORT NBS will provide an annual Special Tax Levy Report. This report will include a parcel listing with levy amounts and other parcel information, the details of the annual Special Tax Requirement, current delinquency information, fund analysis, administrative expenses to be recovered, and status of the project and current issues affecting the district. DELINQUENCY MONITORING NBS will provide a comprehensive list of delinquencies after each installment becomes due. The delinquency report will provide the district’s overall delinquency percentage as well as a detailed list of each delinquent parcel, with the name and address of the delinquent parcel owner, the delinquent amount, and penalties. PREPAYMENT CALCULATIONS NBS will provide special tax prepayment calculations to interested parties. The party requesting the calculation shall pay the fee of any prepayment calculation. BOND CALLS NBS will prepare the spread of principal to be called within maturities for all bond calls and coordinate the call with the Paying Agent/Trustee. RELEASE OF LIENS NBS will prepare all documents required to release the liens of parcels that have prepaid the special tax. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 3 CDIAC REPORTING NBS will perform all necessary reporting to the California Debt and Investment Advisory Commission as required by §53359.5(b) and §53359.5(c) of the Government Code of the State of California. ADDITIONAL REPORTING NBS will be a resource to the City by staying current and identifying any new legislation and reporting requirements as they relate to the CFD. For each of the following reporting requirements, NBS will review all pertinent documents and obtain the information needed to: • Prepare the required reporting to the California State Controller’s Office California Government Code, Section 12463.2, enacted as part of AB 2109. Provide to City staff for inclusion in the annual financial transaction report. • Assist in the filing of the SB 165 report to the City Council each year to comply with legislation that enforces additional reporting requirements. California Government Code, Sections 50075.3 or 53411. • Prepare other reports as required by any State and/or Federal disclosure reporting requirements pertaining to each CFD, as applicable, amended, or newly enacted and required. This may be subject to an additional fee. NOTICE OF SPECIAL TAX DISCLOSURE NBS will provide Notice of Special Tax Disclosure notices to requesting parties as required by §53340.2 and §53341.5 of the Government Code of the State of California. The fee of any Notice of Special Tax shall be billed to the requesting party. CONSULTING SUPPORT NBS will provide a toll-free phone number for use by the City, other interested parties and property owners. Our staff will be available to answer questions regarding the CFD and ongoing collection of the special tax. Bilingual staff is available for Spanish-speaking property owners. City’s Responsibilities for Administrative Services The City’s shall furnish NBS with any pertinent information that is available to City’s and applicable to the Services. The City’s shall designate a person to act with authority on its behalf in respect to the Services. The City’s shall promptly respond to NBS’ requests for reviews and approvals of its work, and to its requests for decisions related to the Services. City’s understands and agrees that NBS is entitled to rely on all information, data and documents (collectively, “Information”) supplied to NBS by City’s or any of its agents, contractors or proxies or obtained by NBS from other usual and customary sources including other government sources or proxies as being accurate and correct and NBS will have no obligation to confirm that such Information is correct and that NBS will have no liability to City’s or any third party if such Information is not correct. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 4 Continuing Disclosure In accordance with the Continuing Disclosure Certificate of the Bonds, NBS will support with the annual disclosure filing requirements of the SEC Continuing Disclosure Rule 15c2-12. Specifically, NBS will perform the following: DOCUMENT REVIEW NBS will review pertinent documents of the Bonds, including the Official Statement and Continuing Disclosure Certificate. We will identify material such as the Comprehensive Annual Financial Report and/or other operating data that the City has agreed to provide in the Continuing Disclosure Certificate. DATA COLLECTION NBS will collect the bond issue-specific financial information and operating data that the City has agreed to provide in the Continuing Disclosure Certificate. REPORT PREPARATION NBS will prepare the Annual Disclosure Report as required in the Disclosure Certificate. ANNUAL DISSEMINATION NBS will disseminate the Annual Disclosure Report including Agency Financials to the Electronic Municipal Market Access system, or EMMA, to other required parties. SIGNIFICANT EVENTS NBS will prepare and disseminate a “Notice of Significant Events” as listed on the Continuing Disclosure Certificate, to EMMA, as required in the certificate. Action will commence upon notification by the City of the occurrence of any of the events. Senate Bill 1029 CDIAC Reporting Services DATA COLLECTION NBS will gather from the City and/or any other source, the data pertinent to the reporting for each debt issue. SENATE BILL 1029 CDIAC REPORTING NBS will perform necessary reporting to the California Debt and Investment Advisory Commission as required by California Government Code Section 8855(k), including filing the report online by the January 31st annual deadline. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 5 Arbitrage Rebate To assist in compliance with the IRS Code and U.S. Treasury Regulations, NBS will provide the following services, at the fees quoted, through the firm of Bond Logistix, LLC ("BLX"), the premier firm for the provision of these services. The following outlines the specific services provided relating to arbitrage rebate calculation and consulting services. DOCUMENT REVIEW Pertinent documents of the issue will be reviewed including the Official Statement, Trust Indenture, Tax Certificate, and IRS form 8038-G to determine whether the issue is subject to the rebate requirement and identify what general and/or elective exceptions are available to the issue. DATA COLLECTION Collect third-party data and other statistical, financial, and cash flow information required for the reports. BOND YIELD Sources and uses of all proceeds will be identified to determine how the rebate requirement applies to each fund. Produce a debt service schedule for the issue and calculate and/or verify the bond yield. EXCESS EARNINGS CALCULATION Trust statements and/or City accounting records will be utilized to create a cash flow report for each fund. These reports will be used to identify all investment activity and interest earnings attributable to the funds. Calculate the arbitrage earnings on investment of funds subject to rebate and determine the issuer’s net rebate and/or penalty liability. INVESTMENT YIELD CALCULATION The investment yield will be calculated for each fund as a “reality check” to reaffirm the accuracy of the cash flow report. This measure not only ensures the accuracy of the report but also is a useful tool when analyzing investment opportunities. SUMMARY REPORT A report will be prepared that summarizes the rebate liability of the issue, identifies the methodology employed, computational assumptions, conclusions, and any recommended changes in record keeping and investment policies. Analyze all transactions and explore every legally permissible avenue to minimize the rebate liability. Identify outstanding proceeds subject to the rebate requirement, and identify the instruments and yields of the investment vehicles utilized by each fund. FILING REQUIREMENT NBS will coordinate the preparation and filing of the IRS form 8038-T with the payment as required. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 6 REVIEW NBS will review the rebate report with City staff and discuss the policies and procedures as they relate to the rebate requirement to ensure compliance with treasury regulations. The review will also be used to determine the necessity of any future calculations. LEGAL COUNSEL Engage, upon request and at additional cost, the services of a tax counsel; whereupon, an independent legal opinion shall be rendered. All BLX reports include a legal opinion from Orrick at no additional charge. ARBITRAGE COMPLIANCE Keep abreast of enforcement actions and changes to the code/regulations that affect arbitrage compliance requirements. Assist, upon request and at additional cost, the City in the event of a rebate calculation audit. Consult, upon request and at additional cost, with respect to the structuring of new bond issues and other matters that will affect any eventual arbitrage liability. City’s Responsibilities Disclosure Services: The City shall: • Furnish NBS with any pertinent information that is available to the City and applicable to the services. • Designate a person to act with authority on its behalf in respect to the services. • Notify NBS of the occurrence of any events listed in the Continuing Disclosure Certificate. • Promptly respond to NBS’ requests for reviews and approvals of its work, and to its requests for decisions related to the services. • Understand and agree that NBS is entitled to rely on all information, data and documents (collectively, “Information”) supplied to NBS by the City or any of its agents, contractors or proxies or obtained by NBS from other usual and customary sources including other government sources or proxies as being accurate and correct and NBS will have no obligation to confirm that such Information is correct and that NBS will have no liability to City or any third party if such Information is not correct. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 7 APPENDIX D| FEE COMPENSATION FOR SERVICES Community Facilities District Administration (Bonded) Annual Consulting Fee CFD No. 2000-1 (Highway 152 Bonds) ............................................................ $6,500 Annual Consulting Fee CFD No. 2000-1 (Supplemental Bonds)........................................................... $3,250 Continuing Disclosure ANNUAL REPORT FEE CFD 2000-1 Series 2018 ....................................................................................................................... $4,200 Significant Event Notification (as needed) ................................................................................ Hourly or $25 DISSEMINATION SERVICES Report Dissemination ............................................................................................................................... $25 Significant Event Dissemination (per recipient) ........................................................................................ $25 Senate Bill 1029 CDIAC Reporting Services Annual Report Fee (per Report) .............................................................................................................. $600 Arbitrage Rebate Reporting The following fees are for typical bond issues and analysis required. If there are unusual issues or commingled funds, there could be additional fees. We will recommend strategies to minimize the effort and fees for this work. BASE FEES Commitment Fee: ............................................................................................................................. $Waived Report Fee (per report): ....................................................................................................................... $2,250 ADDITIONAL SERVICE FEES Computation Periods in Excess of 18 Months (per year): ...................................................................... $500 Commingled Funds Analysis (as appropriate)......................................................................................... $500 Transferred Proceeds Analysis (as appropriate) ..................................................................................... $500 Variable Rate Issues ................................................................................................................................ $500 Annual Expenses Estimated Annual Expenses (1) ................................................................................................................ $750 (1)See description of expenses below Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 City of Gilroy CFD Administration Services 8 ANNUAL FEE INCREASES Cost of living increases may be applied to the Administration services listed above on October 1 each year, beginning with the invoices issued on October 1, 2025. The COLA would be the actual cost of living increase based on the 12-month change from April/May to April/May in the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers for the applicable region for the City’s location. EXPENSES Customary out-of-pocket expenses will be billed to the City’s at actual cost to NBS. These expenses may include, but not be limited to, mailing fulfillment, postage, reproduction, telephone, travel, meals and various third-party charges for data, maps, and recording fees. ADDITIONAL SERVICES The following table shows our current hourly rates. Additional services authorized by the City’s but not included in the scope of services will be billed at this rate or the then applicable hourly rate. Title Hourly Rate Director $250 Associate Director / Engineer $225 Senior Consultant / Manager $200 Consultant $175 Financial Analyst $150 Clerical / Support $110 TERMS Administration and Continuing Disclosure Services will be invoiced at the beginning of each quarter. Fees for all other services will be invoiced upon completion of the task. Expenses will be itemized and included in the next regular invoice. If the project is prematurely terminated by either party, NBS shall receive payment for work completed. Payment shall be made within 30 days of submittal of an invoice. If payment is not received within 90 days simple interest will begin to accrue at the rate of 1.5% per month. Either party may cancel this contract with 30 days’ written notice. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/18/2024 License # 0L48969 (619) 233-8000 (619) 864-7106 22292 NBS Government Finance Group 32605 Temecula Parkway, Suite 100 Temecula, CA 92592 22306 10833 A 2,000,000 X X OH3A431963 9/24/2023 9/24/2024 300,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A AH3A42745812 9/24/2023 9/24/2024 1,000,000A OH3A431963 9/24/2023 9/24/2024 1,000,000 0 B X WD3A42745710 9/24/2023 9/24/2024 1,000,000 N 1,000,000 1,000,000 C E&O Professional Lia VNPL014467 9/24/2023 Ea Claim/ Aggregate 2,000,000 Additional insureds are included as/where required by written contract as respects to General Liability, Auto Liability; General Liability Primary Non- Contributory wording; Auto Liability Primary Non-Contributory wording, General Liability waiver of subrogation, Auto Liability waiver of subrogation, Workers Compensation waiver of subrogation, but limited to the operations of the Insured under said contract, and always subject to all the policy terms, conditions and exclusions per endorsements attached.Cancellation provisions attached. *THIS CERTIFICATE CANCELS AND SUPERSEDES ANY CERTIFICATE PREVIOUSLY ISSUED.* Blanket forms apply when required by written contract: SEE ATTACHED ACORD 101 City of Gilroy its officers, officials and employees 7351 Rosanna Street Gilroy, CA 95020 NBSGOVE-01 ROBLY2 C3 Risk & Insurance Services 404 Camino Del Rio S. STE 410 San Diego, CA 92108 policy@c3insurance.com THE HANOVER INSURANCE COMPANY Massachusetts Bay Insurance Co Gemini Insurance Company X 9/24/2024 X X X X X X X Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. C3 Risk & Insurance Services NBSGOVE-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance License # 0L48969 1 SEE P 1 NBS Government Finance Group 32605 Temecula Parkway, Suite 100 Temecula, CA 92592 SEE PAGE 1 ROBLY2 1 Description of Operations/Locations/Vehicles: GENERAL LIABILITY: Additional Insured-Special Broadening Endt: 391-1006 08 16 Additional Insured-Completed Operations: 391-1602 08 16 Primary & Non-Contributory: 391-1003 08 16 Waiver of Subrogation: 391-1003 08 16 Cancellation Provision:391-1003 08 16 Umbrella Cancellation Provision: CU 02 23 09 12 AUTO: Additional Insured: 461-0478 12 12 Primary & Non-Contributory: 461-0478 12 12 Waiver of Subrogation: 461-0500 11 13 Auto Cancllation Provision:IL 00 17 11 98 WORKERS' COMPENSATION: Waiver of Subrogation: WC 00 03 13 04 84 Cancellation Provision California WC 040601B Cancellation Provision Arizona WC 02 06 01 C Deductibles: General Liability- $0 Auto Liability- Comp Ded: $1,000 / Coll Ded: $1,000 Umbrella: $0 Professional Liability- $20,000 deductible (Per Claim). Umbrella goes over General Liability, Employers Liability and Auto Liability. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1.Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury " caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2)Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply if the "bodily injury ", "property damage" or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract, Agreement or Permit Included 1 2.Additional Insured - Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 6.Personal and Advertising Injury - Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 OH3 A431963 1001678 c.This provision does not apply: (1)Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage",or "personal injury and advertising injury". (2)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires;or (b)If the "bodily injury","property damage","personal and advertising injury"arises out of sole negligence of the lessor. (4)To any: (a)Owners or other interests from whom land has been leased if the "occurrence"takes place or the offense is committed after the lease for the land expires;or (b)Managers or lessors of premises if: (i)The "occurrence"takes place or the offense is committed after you cease to be a tenant in that premises;or (ii)The "bodily injury","property damage","personal injury"or "advertising injury"arises out of structural alterations,new construction or demolition operations performed by or on behalf of the manager or lessor. (5)To "bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"or the offense which caused the "personal and advertising injury "involved the rendering of or failure to render any professional services by or for you. d.With respect to the insurance afforded to these additional insureds,the following is added to SECTION II -LIABILITY,D.Liability and Medical Expense Limits of Insurance : The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract,agreement or permit described in Paragraph a.;or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e.All other insuring agreements,exclusions, and conditions of the policy apply. 2.Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY,C.Who Is An Insured: Additional Insured -Broad Form Vendors a.Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured,but only with respect to liability for "bodily injury "or "property damage" arising out of "your products"which are distributed or sold in the regular course of the vendor's business. b.The insurance afforded to such vendor described above: (1)Only applies to the extent permitted by law; (2)Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3)Will not be broader than coverage provided to any other insured;and (4)Does not apply if the "bodily injury", "property damage"or "personal and advertising injury "is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c.With respect to insurance afforded to such vendors,the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2)Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 2 of 6 Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above; or (b)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9)"Bodily injury " or "property damage" arising out of an "occurrence"that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d.With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3.Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4.Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a.The following is added to SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4)does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4)and (6)do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b.For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Customers goods" means property of your customer on your premises for the purpose of being: a.Worked on; or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5.Incidental Malpractice - Employed Nurses, EMT 's and Paramedics SECTION II - LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 3 of 6 Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 OH3 A431963 1001678 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical,surgical,dental,x-ray or nursing services. 6.Personal Injury -Broad Form a.SECTION II -LIABILITY,B.Exclusions,2. Additional Exclusions Applicable only to "Personal and Advertising Injury",paragraph e.is deleted. b.SECTION II -LIABILITY,F.Liability and Medical Expenses Definitions,14."Personal and advertising injury",paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. c.The following is added to SECTION II - LIABILITY,F.Liability and Medical Expenses Definitions,Definition 14."Personal and advertising injury": "Discrimination"(unless insurance thereof is prohibited by law)that results in injury to the feelings or reputation of a natural person, but only if such "discrimination"is: (1)Not done intentionally by or at the direction of: (a)The insured; (b)Any officer of the corporation, director,stockholder,partner or member of the insured;and (2)Not directly or indirectly related to an "employee",not to the employment, prospective employment or termination of any person or persons by an insured. d.For purposes of this endorsement,the following definition is added to SECTION II - LIABILITY,F.Liability and Medical Expenses Definitions: 1."Discrimination"means the unlawful treatment of individuals based upon race, color,ethnic origin,gender,religion,age, or sexual preference."Discrimination " does not include the unlawful treatment of individuals based upon developmental, physical,cognitive,mental,sensory or emotional impairment or any combination of these. e.This coverage does not apply if liability coverage for "personal and advertising injury"is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7.Product Recall Expense a.SECTION II -LIABILITY,B.Exclusions,1. Applicable To Business Liability Coverage, o.Recall of Products,Work or Impaired is replaced by the following: o.Recall of Products,Work or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal,recall, inspection,repair,replacement, adjustment,removal or disposal of: (1)"Your product"; (2)"Your work";or (3)"Impaired property"; If such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency,inadequacy or dangerous condition in it,but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall"of "your product". However,the exception to the exclusion does not apply to "product recall expenses"resulting from: (4)Failure of any products to accomplish their intended purpose; (5)Breach of warranties of fitness, quality,durability or performance; (6)Loss of customer approval,or any cost incurred to regain customer approval; (7)Redistribution or replacement of "your product"which has been recalled by like products or substitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos,including loss,damage or clean up resulting from asbestos or asbestos containing materials;or (11)Recall of "your products"that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b.The following is added to SECTION II - LIABILITY,C.Who Is An Insured,paragraph 3.b.: "Product recall expense"arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 4 of 6 Property Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 c.The following is added to SECTION II - LIABILITY,D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)"Covered Recalls" initiated; or (3)Number of "your products" withdrawn. b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses " in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e.Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g.Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1)Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2."Product recall expense(s)" means: a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 5 of 6 Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 OH3 A431963 1001678 (2)Shipping the recalled products from any purchaser,distributor or user to the place or places designated by you; (3)Remuneration paid to your regular "employees"for necessary overtime; (4)Hiring additional persons,other than your regular "employees"; (5)Expenses incurred by "employees" including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; (7)Disposal of "your product",but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage"as a result of such disposal, you incur exclusively for the purpose of recalling "your product";and b.Your lost profit resulting from such "covered recall". f.This Product Recall Expense Coverage does not apply: (1)If the "products -completed operations hazard"is excluded from coverage under this Coverage Part including any endorsement thereto;or (2)To "product recall expense"arising out of any of "your products"that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8.Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY,E.Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9.Unintentional Failure to Notify The following is added to SECTION II - LIABILITY,E.Liability and Medical Expenses General Conditions,2.Duties in the Event of Occurrence,Offense,Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence",offense,claim or "suit", solely due to your reasonable and documented belief that the "bodily injury","property damage" or "personal and advertising injury"is not covered under this Policy. ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 6 of 6 Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE 391-1602 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 1 of 1 Name Of Person Or Organization Location And Description Of Completed Operations (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) For the purpose of coverage provided by this endorsement, the following changes are made to SECTION II - LIABILITY: A.The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Any person or organization shown in the Schedule above is also an additional insured, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule above, performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.The following is added to SECTION II - LIABILITY, D.Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. ANY PERSON OR ORGANIZATION AS REQUIRED BY CONTRACT Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 OH3 A431963 1001678 1.SECTION I -PROPERTY,if two or more of this coverage part's coverages apply to the same loss or damage,we will not pay more than the actual amount of the loss or damage. 2.SECTION II -LIABILITY,it is our stated intent that the various Coverage Parts, forms,endorsements or policies issued to the named insured by us,or any company affiliated with us,do not provide any duplication or overlap of coverage for the same claim,"suit","occurrence",offense, accident,"wrongful act"or loss.We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part,form,endorsement or policy issued to the named insured by us, or any company affiliated with us,apply to the same claim,"suit",occurrence, offense,accident,"wrongful act"or loss, the maximum Limit of Insurance under all such Coverage Parts,forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form,endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G.Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period,the broadened coverage will immediately apply to this policy. H.Other Insurance 1.SECTION I -PROPERTY If there is other insurance covering the same loss or damage,we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance,whether you can collect on it or not.But,we will not pay more than the applicable Limit of Insurance of SECTION I -PROPERTY. 2.SECTION II -LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II -LIABILITY,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when paragraph b.below applies.If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then, we will share with all that other insurance by the method described in paragraph c.below. However,if you agree in a written contract,written agreement,or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory,we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1)For the sole negligence of the Additional Insured;or (2)When the Additional Insured is an Additional Insured under another liability policy. b.Excess Insurance This insurance is excess over: (1)Any of the other insurance, whether primary,excess, contingent or on any other basis: (a)That is Fire,Extended Coverage,Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c)That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner;or (d)If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to SECTION II -LIABILITY, Exclusion g.Aircraft,Auto or Watercraft;and (2)Any other primary insurance available to you covering liability for damages arising out of the premises or operations,or the products and completed operations,for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess,we will have no duty under SECTION II - LIABILITY to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 79 of 81 Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 premium in accordance with our rates and rules then in effect. 3.With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a.Paid to us prior to the anniversary date; and b.Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4.Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J.Premium Audit 1.This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2.Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3.The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K.Transfer of Rights of Recovery Against Others to Us 1.Applicable to SECTION I - PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: insured's rights against all those other insurers. c.When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. d.We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e.Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f.When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I.Premiums 1.The first Named Insured shown in the Declarations: a.Is responsible for the payment of all premiums; and b.Will be the payee for any return premiums we pay. 2.The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 80 of 81 Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 OH3 A431963 1001678 a.Prior to a loss to your Covered Property. b.After a loss to your Covered Property only if,at time of loss,that party is one of the following: (1)Someone insured by this insurance; (2)A business firm: (a)Owned or controlled by you; or (b)That owns or controls you;or (3)Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2.Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair such rights.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. We waive any right of recovery we may have against any person or organization with whom you have a written contract,permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work"done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L.Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured.If you die,your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative.Until your legal representative is appointed,anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 81 of 81 Policy Number: OH3A43196310 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 OH3 A431963 1001678 18."Suit"means a civil proceeding in which damages because of "bodily injury", "property damage","personal and advertising injury"to which this insurance applies are alleged."Suit"includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 20."Unmanned aircraft"means an aircraft that is not: a.Designed; b.Manufactured;or c.Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 21."Volunteer worker"means a person who is not your "employee",and who donates his or her work and acts at the direction of and within the scope of duties determined by you,and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 22."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold, handled,distributed or disposed of by: (a)You; (b)Others trading under your name;or (c)A person or organization whose business or assets you have acquired;and (2)Containers (other than vehicles), materials,parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your product";and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 23."Your work": a.Means: (1)Work or operations performed by you or on your behalf;and (2)Materials,parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your work";and (2)The providing of or failure to provide warnings or instructions. SECTION III -COMMON POLICY CONDITIONS (APPLICABLE TO SECTION I -PROPERTY AND SECTION II -LIABILITY) A.Cancellation 1.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a.5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this policy: (1)The building has been vacant or unoccupied 60 or more consecutive days.This does not apply to: (a)Seasonal unoccupancy;or (b)Buildings in the course of construction,renovation or addition. Buildings with 65%or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2)After damage by a covered cause of loss,permanent repairs to the building: (a)Have not started,and (b)Have not been contracted for, within 30 days of initial payment of loss. 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 77 of 81 Policy #OH3A43196310Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 (3)The building has: (a)An outstanding order to vacate; (b)An outstanding demolition order; or (c)Been declared unsafe by governmental authority. (4)Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. (5)Failure to: (a)Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b)Pay property taxes that are owed and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b.10 days before the effective date of cancellation if we cancel for nonpayment of premium. c.30 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. B.Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C.Concealment, Misrepresentation or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceals or misrepresents a material fact concerning: 1.This policy; 2.The Covered Property; 3.Your interest in the Covered Property; or 4.A claim under this policy. D.Examination of Your Books and Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. We have the right to make copies of these books and records. E.Inspections and Surveys 1.We have the right but not the duty to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a.Are safe and healthful; or b.Comply with laws, regulations, codes or standards. 3.Paragraphs 1.and 2.of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4.Paragraph 2.of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. F.Insurance Under Two or More Coverages If two or more of this policy's coverages apply to the same loss or damage, you may choose only one of these coverages to apply to that loss. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 78 of 81 Policy #OH3A43196310Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 02 23 09 12 Copyright, Insurance Services Office, Inc., 2012 Page 1 of 2 This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A.Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2.All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a.10 days before the effective date of cancellation if we cancel for: (1)Nonpayment of premium; or (2)Discovery of fraud by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this policy. b.30 days before the effective date of cancellation if we cancel for any other reason. 3.All Policies In Effect For More Than 60 Days a.If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1)Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2)Discovery of fraud or material misrepresentation by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this policy. (3)A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4)Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5)Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6)A determination by the Commissioner of Insurance that the: (a)Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b)Continuation of the policy coverage would: (i)Place us in violation of California law or the laws of the state where we are domiciled; or (ii)Threaten our solvency. (7)A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, Policy #OH3A43196310Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 OH3 A431963 1001678 Page 2 of 2 Copyright,Insurance Services Office,Inc., 2012 CU 02 23 09 12 increased or changed risk is included in the policy. (8)A material change in limits,type or scope of coverage,or exclusions in one or more of the underlying policies. (9)Cancellation or nonrenewal of one or more of the underlying policies where such policies are not replaced without lapse. (10)A reduction in financial rating or grade of one or more insurers,insuring one or more underlying policies based on an evaluation obtained from a recognized financial rating organization. b.We will mail or deliver advance written notice of cancellation,stating the reason for cancellation,to the first Named Insured,at the mailing address shown in the policy,and to the producer of record, at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud;or (2)30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. B.The following is added and supersedes any provisions to the contrary: Nonrenewal 1.If we elect not to renew this policy,we will mail or deliver written notice,stating the reason for nonrenewal,to the first Named Insured shown in the Declarations,and to the producer of record,at least 60 days,but not more than 120 days,before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured,and to the producer of record,at the mailing address shown in the policy. 2.We are not required to send notice of nonrenewal in the following situations: a.If the transfer or renewal of a policy, without any changes in terms,conditions or rates,is between us and a member of our insurance group. b.If the policy has been extended for 90 days or less,provided that notice has been given in accordance with Paragraph B.1. c.If you have obtained replacement coverage,or if the first Named Insured has agreed,in writing,within 60 days of the termination of the policy,to obtain that coverage. d.If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e.If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f.If we have made a written offer to the first Named Insured,in accordance with the timeframes shown in Paragraph B.1.,to renew the policy under changed terms or conditions or at an increased premium rate,when the increase exceeds 25%. Policy #OH3A43196310Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 o POLICY NUMBER: AH3A42745812 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 09/24/2023 Countersigned By: Named Insured: NBS GOVERNMENT FINANCE (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): ANY PERSON OR ORGANIZATION WHEN REQUIRED BY A WRITTEN CONTRACT, WRITTEN AGREEMENT OR PERMIT. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applica- ble to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 461-0500 11 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: NBS GOVERNMENT FINANCE GROUP Endorsement Effective Date: 09/24/2023 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHEN REQUIRED BY A WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Page 1 of 1 Policy #AH3A42745812Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A.The following is added to SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional “insured” under this Coverage Part, such person or organization is an “insured”; but only to the extent that such person or organization qualifies as an “insured” under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional “insured” under this Coverage Part, the most we will pay on behalf of such additional “insured” is the lesser of: (1)The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2)The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B.The following is added to SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional “insured” under SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional “insured” as a Named Insured. We will not seek contribution from any other insurance available to the additional “insured” except: (1)For the sole negligence of the additional “insured”; or (2)For negligence arising out of the ownership, maintenance or use of any “auto” not owned by the additional “insured” or by you, unless that “auto” is a “trailer” connected to an “auto” owned by the additional “insured” or by you; or (3)When the additional “insured” is also an additional “insured” under another liability policy. C.This endorsement will apply only if the “accident” occurs: 1.During the policy period; 2.Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3.Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional “insured”. D.Coverage provided to an additional “insured” will not be broader than coverage provided to any other “insured” under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 POLICY NUMBER: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1.CANCELLATION EXTENSION Paragraph A. CANCELLATION 2. b. of the COMMON POLICY CONDITIONS is replaced with the following: b.60 days before the effective date of cancellation if we cancel for any other reason. SECTION I - COVERED AUTOS 2.EMPLOYEE HIRED "AUTOS" Description Of Covered Auto Designation Symbols; Symbol 8 is replaced by the following: 8 = Hired "Autos" Only - Only those "autos" you lease, hire, rent or borrow; including "autos" your employee hires at your direction, for the purpose of conducting your business. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees" or partners or members of their households. SECTION II - LIABILITY COVERAGE 3.BROADENED NAMED INSURED The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: d.Any business entity for which you have a financial interest greater than 50% of the voting stock or otherwise have a controlling interest after the effective date of this policy or that is newly acquired or formed by you during the term of this policy. The coverage provided by this provision is afforded until expiration or termination of this policy, whichever occurs earlier. The coverage provided by this provision does not apply to any business entity described in d. above that qualifies as an insured under any other automobile liability policy issued to that business entity as a named insured or would have been an insured except for the exhaustion of the policy limits or the insolvency of the insurer. The coverage provided by this provision does not apply to "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Policy Number: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 4.EMPLOYEES AS INSUREDS The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: e.Any employee of yours is an "insured" while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. 5.SUPPLEMENTARY PAYMENTS The following amends SECTION II - LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: Paragraph (2) is replaced by the following: (2) Up to $2500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. Paragraph (4) is replaced by the following: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 6.AMENDED FELLOW EMPLOYEE EXCLUSION The following is added to the SECTION II - LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion: This exclusion does not apply if the "bodily injury" arises from the use of a covered "auto" you own or hire. This coverage is excess over any other collectible insurance SECTION III - PHYSICAL DAMAGE COVERAGE. 7.EXPENSE OF RETURNING A STOLEN "AUTO" and SIGN COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A.1. COVERAGE: d.Expense Of Returning A Stolen "Auto" We will pay for the expense of returning a covered "auto" to you. e.Sign Coverage We will pay for loss to signs, murals, paintings or graphics, as part of equipment, which are displayed on a covered "auto". The most we will pay for "loss" in any one "accident" is the lesser of: 1.The actual cash value of the property as of the time of the "loss"; or 2.The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or 3.$2,000. 8.GLASS BREAKAGE DEDUCTIBLE The following is added to SECTION III- PHYSICAL DAMAGE COVERAGE A. COVERAGE paragraph 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles: Any deductible shown in the Declarations as applicable to the Policy Number: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) covered "auto" will not apply to glass breakage if such glass is repaired, rather than replaced. 9.TRANSPORTATION EXPENSE Paragraph 4. Coverage Extension . of SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE is replaced with the following: 4.Coverage Extension We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy’s expiration, when the covered "auto" is returned to use or we pay for its "loss". 10.HIRED AUTO PHYSICAL DAMAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 5.Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and if Physical Damage Coverage of Comprehensive, Specified Causes of Loss, or Collision is provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverage(s) provided is extended to "autos" you hire without a driver or your employee hires, without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, of like kind and use as the "autos" you own, subject to the following: The most we will pay for any one loss is the lesser of the following: a.$50,000 per accident, or b.cash value, or c.the cost of repair, minus the deductible equal to the lowest deductible applicable to any owned "auto" for that coverage. Any deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. Subject to the limit and deductible stated above, we will provide coverage equal to the broadest coverage provided to any covered "auto" you own, that is applicable to the loss. If the loss arises from an accident for which you are legally liable and the lessor incurs an actual financial loss from that accident, we will cover the lessor’s actual financial loss of use of the hired "auto" for a period of up to seven consecutive days from the date of the accident, subject to a limit of $1,000 per accident. 11.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE Th e following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 6.Audio, Visual and Data Electronic Equipment Coverage We will pay for "loss" to any electronic equipment that receives Policy Number: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered “auto’ at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto’s" electrical system, in or upon the covered "auto", including its ant ennas and other accessories. However , this does not include tapes, records or discs. The exclusions that apply to PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided herein. In addition, the following exclusions apply: We will not pay , under this coverage, for either any electronic equipment or accessories used with such electronic equipment that is: 1.Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto’s" operating system; or 2.Both: a.An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto", and b.Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. With respect to coverage herein, the LIMIT OF INSURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1.The most we will pay for all "loss" to audio, visual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of a.The actual cash value of the damaged or stolen property as of the time of the "loss"; or b.The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c.$500. 2.An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss". 3.Deductibles applicable to PHYSICAL DAMAGE COVERAGE, do not apply to this Audio, Visual and Data Electronic Equipment Coverage. If there is other coverage provided by this policy for audio, visual and data electronic equipment, the coverage provided herein is Policy Number: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) excess. However, you may elect to apply the limit or any portion thereof of coverage provided herein to pay any deductible that is applicable under the provisions of the other coverage. 12.RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 7.Rental Reimbursement and Material Transfer Expense This coverage provides only those Physical Damage Coverages where a premium is shown in the Declarations. It applies only to a covered "auto" described or designated to which the Physical Damage Coverages apply. We will pay for auto rental expenses and the expenses, incurred by you because of "loss" to a covered "auto", to remove and transfer your materials and equipment from the covered "auto" . Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. We will pay only for those auto rental expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy’s expiration, with the lesser of the following number of days: 1.The number of days reasonably required to repair or replace the covered “auto". If “loss” is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and transport it to a repair shop. 2.60 days. Our payment is limited to the lesser of the following amounts: 1.Necessary and actual expenses incurred, including loss of use. 2. $3000. This auto rental expense coverage does not apply while there are spare or reserve "autos" available to you for your operations. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the SECTION III - PHYSICAL DAMAGE COVERAGE, A. 4. Coverage Extension. 13.AIRBAG COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, paragraph 3. The portion of this exclusion relating to mechanical or electrical breakdown does not apply to the accidental discharge of an airbag. This coverage is excess of other collectible insurance or warranty. No deductible applies to this Airbag Coverage. Policy Number: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 14.AUTO LOAN PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: When a "loss" results in a total loss to a covered auto you own for which a Loss Payee is designated in this policy, the most we will pay for "loss" in any one "accident" is the greater of: 1.The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2.The outstanding balance of the initial loan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, interest , any charges for early termination of the loan, costs for Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15.AUTO LEASE PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: If, because of damage, destruction or theft of a covered "auto", which is a long-term leased "auto", the lease agreement between you and the lessor is terminated, "we" will pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due at the time of "loss" under the terms of the lease agreement applicable to the leased "auto" which you are required to pay: less any fees to dispose of the auto; any overdue payments; financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan; and carry over balances from previous leases. This coverage applies only to the initial lease for the covered "auto" which has not previously been leased. This coverage is excess over all other collectible insurance. SECTION IV - CONDITIONS 16.DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV - BUSINESS AUTO CONDITIONS , A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss: d.Knowledge of any "accident", claim, "suit" or "loss" will be deemed knowledge by you when notice of such "accident", claim, "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; or (3) An executive officer or insurance manager if you are a corporation. 17.BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions is replaced by the following: Policy Number: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 5.Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the execution of an "insured contract", written agreement, or permit, prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them. 18.UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The following is added to SECTION IV BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: Your unintentional error in disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. 19.HIRED AUTO – WORLDWIDE COVERAGE The following is added to SECTION IV - Business Auto Conditions, B. General Conditions, paragraph 7. Policy Period, Coverage Territory provision: e.Outside the coverage territory described in a., b., c., and d. above for an "accident" or "loss" resulting from the use of a covered "auto" you hire, without a driver, or your employee hires without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, provided the suit is brought within The United States of America or its territories or possessions. SECTION V - DEFINITIONS 20.MENTAL ANGUISH Paragraph C. "Bodily injury", SECTION V - DEFINITIONS is replaced by the following: C."Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these. Policy Number: AH3A42745812 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 IL 00 17 11 98 IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1  COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A.Cancellation 1.The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2.We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancella- tion if we cancel for nonpayment of premium; or b.30 days before the effective date of cancella- tion if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be suffi- cient proof of notice. B.Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C.Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D.Inspections And Surveys 1.We have the right to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or or- ganization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. 3.Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4.Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommen- dations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or eleva- tors. E.Premiums The first Named Insured shown in the Declarations: 1.Is responsible for the payment of all premiums; and 2.Will be the payee for any return premiums we pay. F.Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, an- yone having proper temporary custody of your prop- erty will have your rights and duties but only with respect to that property. Policy #AH3A42745812Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1.CANCELLATION EXTENSION Paragraph A. CANCELLATION 2. b. of the COMMON POLICY CONDITIONS is replaced with the following: b.60 days before the effective date of cancellation if we cancel for any other reason. SECTION I - COVERED AUTOS 2.EMPLOYEE HIRED "AUTOS" Description Of Covered Auto Designation Symbols; Symbol 8 is replaced by the following: 8 = Hired "Autos" Only - Only those "autos" you lease, hire, rent or borrow; including "autos" your employee hires at your direction, for the purpose of conducting your business. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees" or partners or members of their households. SECTION II - LIABILITY COVERAGE 3.BROADENED NAMED INSURED The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: d.Any business entity for which you have a financial interest greater than 50% of the voting stock or otherwise have a controlling interest after the effective date of this policy or that is newly acquired or formed by you during the term of this policy. The coverage provided by this provision is afforded until expiration or termination of this policy, whichever occurs earlier. The coverage provided by this provision does not apply to any business entity described in d. above that qualifies as an insured under any other automobile liability policy issued to that business entity as a named insured or would have been an insured except for the exhaustion of the policy limits or the insolvency of the insurer. The coverage provided by this provision does not apply to "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Policy #AH3A42745812Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _____% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Insurance Company Countersigned By WC 04 03 06 (Ed 04-84) APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOS FOR WC POLICYHOLDER EMPLOYEES. 2 WD3-A427457-10 MASSACHUSETTS BAY INSURANCE COMPANY Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 CALIFORNIA CANCELATION 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 cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelation: 1.You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation 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; c.Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d.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; e.Material misrepresentation made by you or your agent; f.Failure to cooperate with us in the investigation of a claim; g.Material failure to comply with federal or state safety orders or written recommendations of our designated loss control representatives; h.The occurrence of a material change in the ownership of your business; i.The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; j.The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; k.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 (f), we will give you 10 days advance written notice, stating when the cancelation 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 prove notice. If we cancel your policy for any of the reasons listed in Items (g) through (k), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reissuance 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 cancelation notice. 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.) Countersigned By WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed. 01-22) WC 04 06 01 B (Ed. 01-22) WC 04 06 01 B Endorsement Effective Policy No.Endorsement No. Insured Insurance Company Policy #WD3A42745710 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 WD3 A427457 1001678 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 02 06 01 C (Ed.09-2021) Arizona Cancellation and Nonrenewal Endorsement This endorsement applies because Arizona is shown in Item 3.A.of the Information Page. Part Six--Conditions,Section D.(Cancellation)of the policy is replaced by the following: D.Cancellation and Nonrenewal 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.If you cancel or fail to renew this policy,we must promptly notify the Industrial Commission of Arizona. 3.We may cancel this policy if you fail to pay premium when due,or when one or both of the parties to a professional employer agreement terminate the agreement. If we cancel or nonrenew this policy,we must provide to you and the Industrial Commission of Arizona at least 30 days'notice of the cancellation or nonrenewal. Notice to you may be sent via mail or delivered by electronic means as follows: Mailing that notice to you at your last-known mailing address on file with us will be sufficient proof of notice. Delivery to an email address at which you have consented to receive notices or documents. Posting on a portal,secure website,electronic network or site accessible via the Internet or a mobile application,computer,mobile device,tablet,or other electronic device,together with a separate notice that includes a description of the document or notice that was posted and that was provided by email to the email address at which you consented to receive notice,or by any other delivery method to which you consented. If you consented to have the notice emailed in accordance with Arizona law,emailing that notice to you at your last-known email address as provided by you to us will be sufficient proof of notice. If the email notice is:(1)rejected for delivery;(2)returned to us;or (3)we become aware that the email address provided by you is no longer valid,then we will also mail that notice to you by US Postal Service certified mail,certificate of mailing,or first-class mail using intelligent mail barcode,or another similar tracking method used or approved by the US Postal Service. If we nonrenew this policy and fail to give you notice of nonrenewal,coverage will not extend beyond the policy period. 4.The policy period will end on the date and time stated in the cancellation or nonrenewal notice. 5.Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with the law. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium Countersigned byInsuranceCompany WC 02 06 01 C (Ed.09-2021) 1 of 1 Policy #WD3A42745710 Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) For the purpose of coverage provided by this endorsement, the following changes are made to SECTION II - LIABILITY: A.The following is added to SECTION II - LIABILITY, C. Who is an Insured: Any person or organization shown in the Schedule above is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.The following is added to SECTION II - LIABILITY, D.Liability and Medical Expenses Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1941 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission.Page 1 of 1 This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CITY OF GILROY, ITS OFFICERS, OFFICIALS AND EMPLOYEES Docusign Envelope ID: A83FB0AB-69BD-485D-90CC-6D4955E24875