Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Agreement - 4LEAF - Signed: 2026-04-06
City of Gilroy Agreement/Contract Tracking Today’s Date: April 6, 2026 Your Name: Monica Sendejas Contract Type: Services over $5k - Consultant Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 7/1/2026 Contract Expiration Date: 6/30/2029 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) 4LEAF, Inc. Contract Subject: (no more than 100 characters) On-Call Standard and Expedited Building and Fire Plan Review and Inspection Services Contract Amount: (Total Amount of contract. If no amount, leave blank) $2,000,000.00 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 City Clerk Attestation Sharon Goei, Community Development Director Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 6 day of April, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: 4LEAF, Inc., having a principal place of business at 2126 Rheem Drive, Pleasanton, CA 94588. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 07/01/2026 and will continue in effect through 06/30/2029, with two, one-year extension options, 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: B903D07C-F3DA-8D94-8318-202848C4116C -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 $2,000,000.00. 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: B903D07C-F3DA-8D94-8318-202848C4116C -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: B903D07C-F3DA-8D94-8318-202848C4116C -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: B903D07C-F3DA-8D94-8318-202848C4116C -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: B903D07C-F3DA-8D94-8318-202848C4116C -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: B903D07C-F3DA-8D94-8318-202848C4116C -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: B903D07C-F3DA-8D94-8318-202848C4116C -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 inval id, 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: 4LEAF, INC. CITY OF GILROY By: By: Name: Kevin J. Duggan Name: Matt Morley Title: President Title: City Administrator Social Security or Taxpayer Identification Number 94-3393574 Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C -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 Craig Tole, Vice President, 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, Hipolito Olmos, Building Official, 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: B903D07C-F3DA-8D94-8318-202848C4116C -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: B903D07C-F3DA-8D94-8318-202848C4116C -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: B903D07C-F3DA-8D94-8318-202848C4116C -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Sharon Goei, Community Development Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Craig Tole, Vice President 4LEAF, Inc. 2126 Rheem Drive Pleasanton, CA 94588 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: B903D07C-F3DA-8D94-8318-202848C4116C -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES ON-CALL STANDARD AND EXPEDITED BUILDING AND FIRE PLAN REVIEW AND INSPECTION SERVICES 1. Perform on-call standard or expedited plan reviews for building and fire protection services, including but not limited to residential, commercial, and industrial developments in accordance with adopted codes and standards amended by the City. 2. Performs on-call standard or expedited inspections for building and fire protection services, including but not limited to residential, commercial, and industrial in accordance with the approved documents, adopted codes, and standards amended by the City. 3. Perform on-call standard or expedited onsite civil engineering plan review services for residential, commercial, and industrial developments in accordance with the adopted codes and standards amended by the City. Additionally, ensure overall adherence to City Standards, Ordinances, and Regulations. COMPLIANCE STANDARDS 4. Perform comprehensive plan review service including all trades; other functions include but are not limited to writing plan review comments, holding meetings, answering inquiries and phone calls as needed. 5. Incorporate requirements from other City departments, divisions, regulating agencies and jurisdictions, i.e., Planning, Engineering, Fire Prevention, Pretreatment, Health Department, as they may apply to plan reviews and inspection services. 6. Process plan revisions and verify that corrections have been satisfactorily made in a timely manner. COMMUNICATION STANDARDS 7. Provide a telephone number and email address for service calls from Building and Fire Prevention Divisions and permit applicants. 8. Be available to confer with applicants and City staff by telephone conversations, email and meetings (in person and virtual) during all normal business hours. 9. Provide pick-up and delivery service to and from City Hall when necessary. PROJECT COORDINATION 10. Meet with Building and Fire Prevention staff upon request. The CONSULTANT will review submittals usign the City's online permit portal. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C -2- 4835-2267-0361v1 LAC\04706083 TURN-AROUND TIMES Plan Review Initial Resubmittal #1 Resubmittal #2 Expedited Residential < 10 Days < 5 Days < 5 Days Half the time Multi-Family < 10 Days < 5 Days < 5 Days Half the time Commercial < 10 Days < 5 Days < 5 Days Half the time Large Commercial (15,000 s.f.) or Special Circumstances: negotiated/mutually agreed upon when plan is sent The CONSULTANT will review submittals using the City's online permit portal within 24 hours. If required, pick-up of all plans will be performed by CONSULTANT within 24 hours of the CITY's phone call or e-mail. At no additional cost, CONSULTANT will transport the plans to and from the CITY upon a phone call or email to the CONSULTANT office. Most plan reviews will be done in 10 business days or less and 5 business days or less for re-checks. This is not inclusive of holidays or the day of the pick-up of plans. INSPECTION SERVICES Building Inspection: CONSULTANT's inspectors are all ICC Certified and experienced working within a municipal work environment. CONSULTANT will provide inspectors with all the necessary tools, equipment, and current code books sufficient to facilitate all required inspections. CONSULTANT will provide periodic, interim, or full-time inspectors same day or within one business day. Part-time inspection services within 24 hours of request for any duration of time. Project specific inspection services will be available in two days or less. Fire Inspection: CONSULTANT's fire inspectors shall all be ICC and/or CSFM Certified and experienced working within a municipal work environment. CONSULTANT will provide fire inspectors with all the necessary tools, equipment, and current code books sufficient to facilitate all required inspections. CONSULTANT will provide periodic and part-time fire inspection services the next day. Full-time and Project specific inspection services will be available in two days or less. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE All services within this agreement will be conducted on an on -call basis whenever services are requested by the CITY. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE PLAN REVIEW Plan Review 60% of CITY's Plan Check Fees (Inclusive of all disciples except Fire and Civil, which are billed on an hourly basis) Hourly Plan Review $145 Non-Structural Review $165 Structural Review Expedited 1.5 above noted fee Fees include initial review and two (2) rechecks. Hourly charges apply after three reviews. Fee also includes shipping, courier, and electronic service. POSITION HOURLY RATE Principal-in-Charge $220 Project Manager $185 Interim Chief Building Official $185 Senior Combination Building Inspector (Building Inspector Ill) $145 Commercial Building Inspector (Building Inspector II) $134 Residential Building Inspector (Building Inspector I) $120 OSHPD Inspection/Review $180 On-Site Structural Plan Review Engineer $165 On-Site Non-Structural Plans Examiner $145 Civil Plan Review (Grading, Improvement Plans) $178 Fire Protection Engineer (FPE) $200 Fire Plan Examiner $160 Fire Prevention Officer III $155 Fire Inspector I $133 Fire Inspector II $145 Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C 4835-2267-0361v1 LAC\04706083 CASp Inspection/Review $185 Mileage (during course of inspections performed within the City) IRS Rate + 10% BASIS OF CHARGES Rates are inclusive of “tools of the trade” such as forms, telephones, and consumables. • All invoicing will be submitted monthly. Payment due on receipt. All payments over 90 days will be assessed a 1.5% interest charge. CITY shall pay attorneys’ fees, or other costs incurred in collecting delinquent amounts. •Work (excluding plan review) is subject to 4-hour minimum charge unless stated otherwise. Services billed in 4-hour increments. • Cancellation of Building Inspection services within 24 hours of scheduled inspection will incur a minimum 2-hour charge. • Plan review of deferred submittals and revisions will be billed at the hourly rates listed. • All plan review services are billed on a percentage basis and includes the initial review and two (2) rechecks. -Plan reviews will be billed on an hourly basis only after the initial review and two (2) rechecks unless otherwise agreed upon on a case-by-case basis. -Fire and Civil Reviews are billed on an hourly basis and are not included in our plan review percentage. •Beginning July 1, 2027, the hourly rate will be increased at the same percentage of increase as the City's annual CPI increase of the City's Fee Schedule. •Overtime will only be billed with prior authorization of the CITY. •Overtime and Premium time will be charged as follows: -Regular time (work begun after 5AM or before 4PM) 1 x hourly rate -Nighttime (work begun after 4PM or before 5AM) 1.125 x hourly rate -Overtime (over 8-hour M-F or Saturdays) 1.5 x hourly rate -Overtime (over 8 hours Sat or 1st 8-hour Sun) 2 x hourly rate -Overtime (over 8 hours Sun or Holidays) 3 x hourly rate Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C 03/12/2026 The Liberty Company Insurance Brokers Lic #0D79653 5955 De Soto Ave, Ste 250 Woodland Hills CA 91367 Brent Nishikawa (888) 918-3960 bnishikawa@libertycompany.com 4Leaf, Inc. 2126 Rheem Dr Pleasanton CA 94588 Travelers Property Casualty Co of America 25674 The Travelers Indemnity Co of CT 25682 Berkshire Hathaway Homestate Insurance Company 20044 Pacific Insurance Company, Limited 10046 2026 A Y 660C519865A 03/15/2026 03/15/2027 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 B BAC4831196 03/15/2026 03/15/2027 1,000,000 A 0 CUPC4831922 03/15/2026 03/15/2027 6,000,000 6,000,000 C Y FOWC725735 03/15/2026 03/15/2027 1,000,000 1,000,000 1,000,000 D Professional Liability Retroactive Date: 04/01/2007 13OH0881505-26 03/15/2026 03/15/2027 Per Claim $5,000,000 Aggregate $5,000,000 Retention $50,000 City of Gilroy and its officers, representatives, agents and employees are included as an Additional Insured under the Commercial General Liability when required by written contract. A Waiver of Subrogation in favor of the Additional Insured applies to the Workers Compensation when required by written contract. City of Gilroy 7351 Rosanna Street Gilroy CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C 4LEAF CONSULTING INC. 4LEAF CONSULTING, LLC Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following is added to SECTION II – WHO IS h.This insurance does not apply to "bodily AN INSURED:injury" or "property damage" caused by "your work" and included in the "products-Any person or organization that you agree in a completed operations hazard" unless the"written contract requiring insurance" to include as "written contract requiring insurance"an additional insured on this Coverage Part, but:specifically requires you to provide such a.Only with respect to liability for "bodily injury",coverage for that additional insured, and then "property damage" or "personal injury"; and the insurance provided to the additional insured applies only to such "bodily injury" orb.If, and only to the extent that, the injury or "property damage" that occurs before the enddamage is caused by acts or omissions of of the period of time for which the "writtenyou or your subcontractor in the performance contract requiring insurance" requires you toof "your work" to which the "written contract provide such coverage or the end of therequiring insurance" applies, or in connection policy period, whichever is earlier.with premises owned by or rented to you. 2.The following is added to Paragraph 4.a.ofThe person or organization does not qualify as an SECTION IV – COMMERCIAL GENERALadditional insured: LIABILITY CONDITIONS:c.With respect to the independent acts or The insurance provided to the additional insuredomissions of such person or organization; or is excess over any valid and collectible otherd.For "bodily injury", "property damage" or insurance, whether primary, excess, contingent or"personal injury" for which such person or on any other basis, that is available to theorganization has assumed liability in a additional insured for a loss we cover. However, ifcontract or agreement.you specifically agree in the "written contract requiring insurance" that this insurance providedThe insurance provided to such additional insured to the additional insured under this Coverage Partis limited as follows: must apply on a primary basis or a primary ande.This insurance does not apply on any basis to non-contributory basis, this insurance is primaryany person or organization for which to other insurance available to the additionalcoverage as an additional insured specifically insured which covers that person or organizationsis added by another endorsement to this as a named insured for such loss, and we will notCoverage Part.share with the other insurance, provided that: f.This insurance does not apply to the (1)The "bodily injury" or "property damage" forrendering of or failure to render any which coverage is sought occurs; and"professional services". (2)The "personal injury" for which coverage isg.In the event that the Limits of Insurance of the sought arises out of an offense committed;Coverage Part shown in the Declarations after you have signed that "written contractexceed the limits of liability required by the requiring insurance". But this insurance provided"written contract requiring insurance", the to the additional insured still is excess over validinsurance provided to the additional insured and collectible other insurance, whether primary,shall be limited to the limits of liability required excess, contingent or on any other basis, that isby that "written contract requiring insurance". available to the additional insured when thatThis endorsement does not increase the person or organization is an additional insuredlimits of insurance described in Section III – under any other insurance.Limits Of Insurance. CG D3 81 09 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY 3.The following is added to Paragraph 8., Transfer 4.The following definition is added to the Of Rights Of Recovery Against Others To Us,DEFINITIONS Section: of SECTION IV – COMMERCIAL GENERAL "Written contract requiring insurance" means thatLIABILITY CONDITIONS:part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" iswork" performed by you, or on your behalf, done caused by an offense committed:under a "written contract requiring insurance" with a.After you have signed that written contract;that person or organization. We waive this right only where you have agreed to do so as part of b.While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you c.Before the end of the policy period.before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 ú 2015 The Travelers Indemnity Company. All rights reserved.CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft – 75 Feet Long Or Less H.Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating ToB.Who Is An Insured – Unnamed Subsidiaries PremisesC.Who Is An Insured – Retired Partners, Members, I.Blanket Additional Insured – GovernmentalDirectors And Employees Entities – Permits Or Authorizations Relating ToD.Who Is An Insured – Employees And Volunteer OperationsWorkers – Bodily Injury To Co-Employees, Co- J.Incidental Medical MalpracticeVolunteer Workers And Retired Partners, Members, Directors And Employees K.Medical Payments – Increased Limit E.Who Is An Insured – Newly Acquired Or Formed L.Amendment Of Excess Insurance Condition – Limited Liability Companies Professional Liability F.Blanket Additional Insured – Controlling Interest M.Blanket Waiver Of Subrogation – When Required By Written Contract Or AgreementG.Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers N.Contractual Liability – Railroads PROVISIONS uses or is responsible for the use of a watercraft that you do not own that is:A. NON-OWNED WATERCRAFT – 75 FEET (1)75 feet long or less; andLONG OR LESS (2)Not being used to carry any person1.The following replaces Paragraph (2)of or property for a charge;Exclusion g.,Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION I –B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO ISLIABILITY:AN INSURED: (2)A watercraft you do not own that is:Any of your subsidiaries, other than a partnership(a)75 feet long or less; and or joint venture, that is not shown as a Named (b)Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge;if: 2.The following replaces Paragraph 2.e.of a.You are the sole owner of, or maintain an SECTION II – WHO IS AN INSURED:ownership interest of more than 50% in, such subsidiary on the first day of the policye.Any person or organization that, with period; andyour express or implied consent, either CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY Unless you are in the business or occupationb.Such subsidiary is not an insured under of providing professional health caresimilar other insurance. services, Paragraphs (1)(a),(b),(c)and (d)No such subsidiary is an insured for "bodily above do not apply to "bodily injury" arisinginjury" or "property damage" that occurred, or out of providing or failing to provide first aid"personal and advertising injury" caused by an or "Good Samaritan services" by any of youroffense committed:retired partners, members, directors or a.Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or "employees" providing or failing to provideb.After the date, if any, during the policy period first aid or "Good Samaritan services" duringthat you no longer maintain an ownership their work hours for you will be deemed to beinterest of more than 50% in such subsidiary.acting within the scope of their employmentFor purposes of Paragraph 1.of Section II – Who by you or performing duties related to theIs An Insured, each such subsidiary will be conduct of your business.deemed to be designated in the Declarations as:(2)"Personal injury": a.A limited liability company;(a)To you, to your current or retired b.An organization other than a partnership,partners or members (if you are ajoint venture or limited liability company; or partnership or joint venture), to your current or retired members (if you are ac.A trust; limited liability company), to your otheras indicated in its name or the documents that current or retired directors orgovern its structure."employees" while in the course of his or her employment or performing dutiesC. WHO IS AN INSURED – RETIRED PARTNERS, related to the conduct of your business,MEMBERS, DIRECTORS AND EMPLOYEES or to your other "volunteer workers"The following is added to Paragraph 2.of while performing duties related to theSECTION II – WHO IS AN INSURED:conduct of your business; Any person who is your retired partner, member,(b)To the spouse, child, parent, brother or director or "employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or "volunteer worker" as a consequence ofacts within the scope of their employment by you Paragraph (2)(a)above;or while performing duties related to the conduct of your business. However, no such retired (c)For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone else who must pay damages because ofinsured for: the injury described in Paragraph (2)(a) (1)"Bodily injury":or (b)above; or (a)To you, to your current partners or (d)Arising out of his or her providing ormembers (if you are a partnership or failing to provide professional health carejoint venture), to your current members services.(if you are a limited liability company) or (3)"Property damage" to property:to your current directors; (a)Owned, occupied or used by; or(b)To the spouse, child, parent, brother or sister of that current partner, member or (b)Rented to, in the care, custody or controldirector as a consequence of Paragraph of, or over which physical control is(1)(a)above;being exercised for any purpose by; (c)For which there is any obligation to you, any of your retired partners, membersshare damages with or repay someone or directors, your current or retiredelse who must pay damages because of "employees" or "volunteer workers", anythe injury described in Paragraph (1)(a) current partner or member (if you are aor(b)above; or partnership or joint venture), or any current(d)Arising out of his or her providing or member (if you are a limited liabilityfailing to provide professional health care company) or current director.services. Page 2 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a.A limited liability company;WORKERS AND RETIRED PARTNERS, b.An organization other than a partnership,MEMBERS, DIRECTORS AND EMPLOYEES joint venture or limited liability company;The following is added to Paragraph 2.a.(1)of orSECTION II – WHO IS AN INSURED: c.A trust;Paragraphs (1)(a),(b)and (c)above do not as indicated in its name or the documentsapply to "bodily injury" to a current or retired co-that govern its structure."employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED – duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1.The following is added to SECTION II –workers" or retired partners, members or WHO IS AN INSURED:directors while performing duties related to the Any person or organization that has financialconduct of your business.control of you is an insured with respect toE. WHO IS AN INSURED – NEWLY ACQUIRED liability for "bodily injury", "property damage"OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3.of arises out of: SECTION II – WHO IS AN INSURED:a.Such financial control; or 3.Any organization you newly acquire or form,b.Such person's or organization'sother than a partnership or joint venture, and ownership, maintenance or use ofof which you are the sole owner or in which premises leased to or occupied by you.you maintain an ownership interest of more The insurance provided to such person orthan 50%, will qualify as a Named Insured if organization does not apply to structuralthere is no other similar insurance available alterations, new construction or demolitionto that organization. However:operations performed by or on behalf of sucha.Coverage under this provision is person or organization.afforded only: 2.The following is added to Paragraph 4.of(1)Until the 180th day after you acquire SECTION II – WHO IS AN INSURED:or form the organization or the end This paragraph does not apply to anyof the policy period, whichever is premises owner, manager or lessor that hasearlier, if you do not report such financial control of you.organization in writing to us within 180 days after you acquire or form it;G. BLANKET ADDITIONAL INSURED – or MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS(2)Until the end of the policy period, when that date is later than 180 days The following is added to SECTION II – WHO ISafter you acquire or form such AN INSURED:organization, if you report such Any person or organization that is a mortgagee,organization in writing to us within assignee, successor or receiver and that you180 days after you acquire or form it; have agreed in a written contract or agreementb.Coverage A does not apply to "bodily to include as an additional insured on thisinjury" or "property damage" that Coverage Part is an insured, but only withoccurred before you acquired or formed respect to its liability as mortgagee, assignee,the organization; and successor or receiver for "bodily injury", "property c.Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a.Is "bodily injury" or "property damage" thator formed the organization.occurs, or is "personal and advertising injury" For the purposes of Paragraph 1.of Section caused by an offense that is committed, II – Who Is An Insured, each such CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b.Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED – use of the premises for which that GOVERNMENTAL ENTITIES – PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II – WHO ISthis Coverage Part.AN INSURED: The insurance provided to such mortgagee,Any governmental entity that has issued a permitassignee, successor or receiver is subject to the or authorization with respect to operationsfollowing provisions:performed by you or on your behalf and that you a.The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less.and advertising injury" arising out of such operations.b.The insurance provided to such person or organization does not apply to:The insurance provided to such governmental entity does not apply to:(1)Any "bodily injury" or "property damage" that occurs, or any "personal and a.Any "bodily injury", "property damage" oradvertising injury" caused by an offense "personal and advertising injury" arising outthat is committed, after such contract or of operations performed for theagreement is no longer in effect; or governmental entity; or (2)Any "bodily injury", "property damage" or b.Any "bodily injury" or "property damage""personal and advertising injury" arising included in the "products-completedout of any structural alterations, new operations hazard".construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICEperformed by or on behalf of such 1.The following replaces Paragraph b.of themortgagee, assignee, successor or definition of "occurrence" in thereceiver. DEFINITIONS Section:H. BLANKET ADDITIONAL INSURED – b.An act or omission committed inGOVERNMENTAL ENTITIES – PERMITS OR providing or failing to provide "incidentalAUTHORIZATIONS RELATING TO PREMISES medical services", first aid or "GoodThe following is added to SECTION II – WHO IS Samaritan services" to a person, unlessAN INSURED:you are in the business or occupation of providing professional health careAny governmental entity that has issued a permit services.or authorization with respect to premises owned or occupied by, or rented or loaned to, you and 2.The following replaces the last paragraph of that you are required by any ordinance, law,Paragraph 2.a.(1)of SECTION II – WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupationCoverage Part is an insured, but only with of providing professional health carerespect to liability for "bodily injury", "property services, Paragraphs (1)(a),(b),(c)and (d)damage" or "personal and advertising injury"above do not apply to "bodily injury" arisingarising out of the existence, ownership, use,out of providing or failing to provide: maintenance, repair, construction, erection or (a)"Incidental medical services" by any ofremoval of any of the following for which that your "employees" who is a nurse,governmental entity has issued such permit or nurse assistant, emergency medicalauthorization: advertising signs, awnings,technician, paramedic, athletic trainer,canopies, cellar entrances, coal holes,audiologist, dietician, nutritionist,driveways, manholes, marquees, hoist away Page 4 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY – RAILROADS 1.The following replaces Paragraph c.of the definition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1)of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C 30 3/15/2026660-C519865A Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness.B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada:However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".(i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. D. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (ii)Neither you nor any other involved "insured" will make any settlement without our consent. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. (iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE:(iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7.,Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL AUTO (2)In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3.,Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; andG. WAIVER OF DEDUCTIBLE – GLASS c.The airbags were not intentionally inflated.The following is added to Paragraph D.,Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: We will pay up to a maximum of $1,000 for any one "loss". No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: The following replaces the last sentence of Para- graph A.4.b.,Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE: (a)You (if you are an individual);However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany);I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or The following replaces the first sentence in Para- graph A.4.a.,Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.,Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS:J. PERSONAL PROPERTY 5. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph A.4.,Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2.,Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS: Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C AE 00 M008 01 0422 © 2022, The Hartford Page 1 of 1 ENDORSEMENT NO:0 This endorsement, effective 12:01 am, 03/15/2026 forms part of policy number 13 OH 0881505-26 issued to:4LEAF, INC. by:PACIFIC INSURANCE COMPANY, LTD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTUALLY REQUIRED ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under: DESIGN PROFESSIONALS LIABILITY COVERAGE PART In consideration of the premium charged, it is understood and agreed that the definition of Insured(s) in SECTION III. DEFINITIONS, (K), is amended to include any entity for whom an Insured is required by written contract or agreement to provide insurance coverage under this Policy (herein, an “Additional Insured”), but coverage under this Policy is only with respect to Claims: ●for any actual or alleged act, error or omission committed or alleged to have been committed solely in the Insured Entity’s performance of Professional Services; and ●first made after the Insured and the Additional Insured entered into such written contract or agreement. No Additional Insured shall be an Insured with respect to any Claim arising out of such Additional Insured’s act, error or omission. Furthermore, Exclusion (E) in SECTION IV. EXCLUSIONS APPLICABLE TO ALL INSURING AGREEMENTS is amended to include the following: Solely for the purposes of this exclusion, Insured shall not include any Additional Insured. All other terms and conditions remain unchanged. A. Morris Tooker, President Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C AE 00 H003 01 0621 © 2021, The Hartford Page 6 of 9 13 OH 0881505-26 03/15/2026 (3)is fifty-five (55) years of age or older; and (4)notifies us in writing if this coverage is desired within sixty (60) days after the termination of the policy. This retirement extended reporting period does not apply to claims that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such claims. XI. INTERRELATIONSHIP OF CLAIMS Solely with respect to all Liability Coverage Parts: All Claims based upon, arising from, or in any way related to the same Wrongful Act, or Interrelated Wrongful Acts, shall be deemed to be a single Claim for all purposes under this Policy first made on the earliest date that: (A)any of such Claims was first made, regardless of whether such date is before or during the Policy Period; (B)notice of any Wrongful Act described above was given to the Insurer under this Policy pursuant to the section titled Notice Of Claim found in the applicable Liability Coverage Part; or (C)notice of any Wrongful Act described above was given under any prior management liability, professional liability or errors and omissions insurance policy if such notice is accepted under such other policy. XII. ALLOCATION With respect to all Liability Coverage Parts: Where Insureds who are afforded coverage for a Claim incur an amount consisting of both Loss that is covered by this Policy and also loss that is not covered by this Policy because such Claim includes both covered and uncovered matters, then coverage shall apply as follows: (A)with respect to a covered Claim for which the Insurer has the duty to defend: (1)100% of the Insured’s Defense Costs shall be allocated to covered Loss; and (2)All other Loss shall be allocated between covered Loss and non-covered loss based upon the relative legal exposure of all parties to such matters. XIII. OTHER INSURANCE If Loss arising from any Claim is insured under any other valid and collectible policy or policies, then this Policy shall apply only in excess of the amount of any deductibles, retentions and limits of liability under such other policy or policies, whether such other policy or policies are stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy or policies to this Policy's Policy Number. Any payments made under any such policy(ies) will serve to offset any applicable retention amounts set forth in the Declarations. XIV. CANCELLATION & NON-RENEWAL (A)The Insurer may cancel this Policy for non-payment of premium by sending notice to the Named Entity not less than 10 calendar days prior to the date of cancellation. The Insurer may cancel this policy, for reasons other than non- payment of premium, by sending notice to the Named Entity not less than 90 days prior to the date of cancellation. (B)The Insurer may non-renew this Policy by sending written notice to the Named Entity no less than 60 days before the expiration of the Policy. (C)The Named Entity may cancel this Policy by sending written notice of cancellation to the Insurer. Such notice shall be effective upon receipt by the Insurer unless a later cancellation time is specified therein. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C AE 00 H003 01 0621 © 2021, The Hartford Page 7 of 9 13 OH 0881505-26 03/15/2026 (D)If the Insurer cancels this Policy, unearned premium shall be calculated on a pro rata basis. If the Named Entity cancels this Policy, unearned premium shall be calculated at the Insurer’s customary short rates. Payment of any unearned premium shall not be a condition precedent to the effectiveness of a cancellation. The Insurer shall make payment of any unearned premium which it received from the Named Entity as soon as practicable. XV. CHANGES IN EXPOSURE Solely with respect to all Liability Coverage Parts: (A) Acquisitions or Created Subsidiaries If, before or during the Policy Period, any Insured Entity acquires or creates an entity then such acquired or created entity, and any natural persons that would qualify as Insured Persons thereof, shall be an Insured to the extent such entities and persons would otherwise qualify as an Insured under the Liability Coverage Parts, but only for Wrongful Acts occurring after the Effective Time of such acquisition or creation. No coverage shall be available for any Wrongful Act of such Insured occurring before the Effective Time of such acquisition or creation, or for any Interrelated Wrongful Acts thereto. The Insured Entity shall give the Insurer written notice and full, written details of the acquisition or creation as soon as practicable: (1)prior to the expiration or termination date of this Policy; or (2)within ninety (90) days of such acquisition or creation; whichever date is later. The Insurer shall be entitled to impose such additional terms, conditions, and premium as the Insurer, in its absolute discretion, chooses. (B) Mergers If, before or during the Policy Period, any Insured Entity merges with another entity such that the Insured Entity is the surviving entity, then such merged entity and any natural persons that would qualify as Insured Persons thereof, shall be an Insured to the extent such entities and persons would otherwise qualify as an Insured under the Liability Coverage Parts, but only for Wrongful Acts occurring after such merger. This coverage shall remain in force for 90 days beginning with the date of the merger. No coverage shall be available for any Wrongful Act of such Insured occurring before the Effective Time of such merger or for any Interrelated Wrongful Acts thereto. The Insured Entity shall give the Insurer written notice and full, written details of the merger as soon as practicable: (1)prior to the expiration or termination date of this Policy; or (2)within ninety (90) days of such merger; whichever date is later. If the Insured Entity is not the surviving entity then coverage shall terminate on the effective date of the merger. The Insurer shall be entitled to impose such additional terms, conditions, and premium as the Insurer, in its absolute discretion, chooses. XVI. SUBROGATION The Insurer shall be subrogated to all of the Insured’s rights of recovery regarding any payment of Loss by the Insurer under this Policy. The Insured shall execute all papers required and do everything necessary to secure and preserve Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C Endorsement Effective: Policy No.: Insured: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS 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.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket W aiver – Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) 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 No.: Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job Description All CA Operations Berkshire Hathaway Homestate Ins Co 4209.00 03/15/2026 FOWC725735 Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization:Blanket Waiver - Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver PremiumJob Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. © 1983 National Council on Compensation Insurance (Ed. 4-84) Countersigned by ____________________________________WC 00 03 13 Insurance Company: Berkshire Hathaway Homestate Ins Co Insured: Endorsement No.: Premium $ All Other States Operations 9.00 (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 03/15/2026 Policy No.: FOWC725735 Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 E (Ed. 01-22) WC 99 06 07 E Page 1 of 2 (Ed. 01-22) CALIFORNIA CANCELLATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancellation: 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Non-payment of deductible billing; d. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; e. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; f. Material misrepresentation made by you or your agent; g. Failure to cooperate with us in the investigation of a claim; h. Material failure to comply with Federal or State safety orders; i. Material failure to comply with written recommendations of our designated loss control representatives; j. The occurrence of a material change in the ownership of your business; k. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; l. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; m. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (g), we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to provide notice. If we cancel your policy for any of the reasons listed in Items (h) through (m), we will give you 30 days advance written notice; however, we agree that in the event of cancellation and 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 cancel lation notice. 6. A short rate penalty applies if you cancel this policy or if we cancel due to non-payment of premium, failure to report payroll, or non-payment of deductible billing. First, the standard premium, defined as the base premium (computed in accordance with Part 1, Section 2, Subsection 2 of the WCIRB’s California Basic Underwriting Manual) adjusted for the experience modification factor and all other pricing factors except for premium discount and expense constant, will be multiplied by the quotient of the number of days for which the policy was written divided by the number of days the policy remained in force to produce the full standard premium. Second, the extended number of days will be determined by dividing the number of days the policy was in force by the number of days for which the policy was written and multiplying the quotient by 365 days. When the policy is written for a one-year period, the extended number of days will equal the number of days the policy remained in force. Third, the short rate percentage corresponding to the extended number of days will be obtained from the short rate cancellation table. Fourth, the short rate premium will be equal to the product of the full standard premium times the short rate percentage. The short rate table below will be used in computing the short rate premium. In no event will the final earned premium be less than the policy minimum premium. Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 E (Ed. 01-22) WC 99 06 07 E Page 2 of 2 (Ed. 01-22) Short Rate Table Extended Number of Days Percent of Full Policy Premium Extended Number of Days Percent of Full Policy Premium Extended Number of Days Percent of Full Policy Premium 1 . . . . . . 5% 95-98 . . . . . . 37% 219-223 . . . . . . 69% 2 . . . . . . 6% 99-102 . . . . . . 38% 224-228 . . . . . . 70% 3-4 . . . . . . 7% 103-105 . . . . . . 39% 229-232 . . . . . . 71% 5-6 . . . . . . 8% 106-109 . . . . . . 40% 233-237 . . . . . . 72% 7-8 . . . . . . 9% 110-113 . . . . . . 41% 238-241 . . . . . . 73% 9-10 . . . . . . 10% 114-116 . . . . . . 42% 242-246 (8 mos.) 74% 11-12 . . . . . . 11% 117-120 . . . . . . 43% 247-250 . . . . . . 75% 13-14 . . . . . . 12% 121-124 (4 mos.) 44% 251-255 . . . . . . 76% 15-16 . . . . . . 13% 125-127 . . . . . . 45% 256-260 . . . . . . 77% 17-18 . . . . . . 14% 128-131 . . . . . . 46% 261-264 . . . . . . 78% 19-20 . . . . . . 15% 132-135 . . . . . . 47% 265-269 . . . . . . 79% 21-22 . . . . . . 16% 136-138 . . . . . . 48% 270-273 (9 mos.) 80% 23-25 . . . . . . 17% 139-142 . . . . . . 49% 274-278 . . . . . . 81% 26-29 . . . . . . 18% 143-146 . . . . . . 50% 279-282 . . . . . . 82% 30-32 (1 mo.) 19% 147-149 . . . . . . 51% 283-287 . . . . . . 83% 33-36 . . . . . . 20% 150-153 (5 mos.) 52% 288-291 . . . . . . 84% 37-40 . . . . . . 21% 154-156 . . . . . . 53% 292-296 . . . . . . 85% 41-43 . . . . . . 22% 157-160 . . . . . . 54% 297-301 . . . . . . 86% 44-47 . . . . . . 23% 161-164 . . . . . . 55% 302-305 (10 mos.) 87% 48-51 . . . . . . 24% 165-167 . . . . . . 56% 306-310 . . . . . . 88% 52-54 . . . . . . 25% 168-171 . . . . . . 57% 311-314 . . . . . . 89% 55-58 . . . . . . 26% 172-175 . . . . . . 58% 315-319 . . . . . . 90% 59-62 (2 mos.) 27% 176-178 . . . . . . 59% 321-323 . . . . . . 91% 63-65 . . . . . . 28% 179-182 (6 mos.) 60% 324-328 . . . . . . 92% 66-69 . . . . . . 29% 183-187 . . . . . . 61% 329-332 . . . . . . 93% 70-73 . . . . . . 30% 188-191 . . . . . . 62% 333-337 (11 mos.) 94% 74-76 . . . . . . 31% 192-196 . . . . . . 63% 338-342 . . . . . . 95% 77-80 . . . . . . 32% 197-200 . . . . . . 64% 343-346 . . . . . . 96% 81-83 . . . . . . 33% 201-205 . . . . . . 65% 347-351 . . . . . . 97% 84-87 . . . . . . 34% 206-209 . . . . . . 66% 352-355 . . . . . . 98% 88-91 (3 mos.) 35% 210-214 (7 mos.) 67% 356-360 . . . . . . 99% 92-94 . . . . . . 36% 215-218 . . . . . . 68% 361-365 (12 mos.) 100% This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Policy No.: Endorsement No.: Insured: Premium $ Insurance Company: Countersigned by ______________________________ Berkshire Hathaway Homestate Ins Co 03/15/2026 FOWC725735 Docusign Envelope ID: B903D07C-F3DA-8D94-8318-202848C4116C