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2200 - Lance, Soll & Lunhard, LLP - City Auditing ServicesCITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 10th day of May, 2023 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Lance, Soll & Lunghard, certified public accountants with its principal place of business at 203 N. Brea Blvd., Suite 203 Brea, CA 92821 ("AUDITOR"). City and AUDITOR are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 AUDITOR. AUDITOR desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. AUDITOR represents that it is competent and qualified certified public accountant, duly authorized to practice and licensed as such by the California State Board of Accountancy. 2.2 Project. City desires to engage AUDITOR to render auditing services ("Project') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. AUDITOR promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional auditing services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a period of three (3) consecutive years, beginning with the fiscal year ending June 30, 2023 with the option to extend for two subsequent years. AUDITOR shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. A-1 3.2 Responsibilities of AUDITOR. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by AUDITOR or under its supervision. AUDITOR will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains AUDITOR on an independent contractor basis and not as an employee. AUDITOR retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of AUDITOR shall also not be employees of City and shall at all times be under AUDITOR's exclusive direction and control. AUDITOR shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. AUDITOR shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. AUDITOR shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. AUDITOR represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate AUDITOR's conformance with the Schedule, City shall respond to AUDITOR's submittals in a timely manner. Upon request of City, AUDITOR shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by AUDITOR shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. AUDITOR has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, AUDITOR may substitute other personnel of at least equal competence upon written approval of City. In the event that City and AUDITOR cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the AUDITOR at the request of the City. The key personnel for performance of this Agreement are as follows: Ryan Domino. 3.2.5 City's Representative. The City hereby designates the Finance Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. AUDITOR shall not accept direction or orders from any person other than the City's Representative or his or her designee. A-2 3.2.6 AUDITOR's Representative. AUDITOR hereby designates Ryan Domino, or his designee, to act as its representative for the performance of this Agreement ("AUDITOR's Representative"). AUDITOR's Representative shall have full authority to represent and act on behalf of the AUDITOR for all purposes under this Agreement. The AUDITOR's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. AUDITOR agrees to work closely with City staff in the performance of Services and shall be available to City's staff, AUDITORs and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. AUDITOR shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. AUDITOR represents and maintains that it is skilled in the professional calling necessary to perform the Services. AUDITOR warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, AUDITOR represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, AUDITOR shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the AUDITOR's failure to comply with the standard of care provided for herein. Any employee of the AUDITOR or its sub -AUDITORS who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the AUDITOR and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. AUDITOR shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. AUDITOR shall be liable for all violations of such laws and regulations in connection with Services. If the AUDITOR performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, AUDITOR shall be solely responsible for all costs arising therefrom. AUDITOR shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. GQc? 3.2.10 Insurance. 3.2.10.1 Time for Compliance. AUDITOR shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. AUDITOR shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the AUDITOR shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. AUDITOR shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed $46,719 for fiscal year ending June 30, 2023. The total compensation shall not exceed $48,121 for fiscal year ending June 30, 2024. The total compensation shall not exceed $49,564 for fiscal year ending June 30, 2025. The total compensation shall not exceed $51,052 and $52,583 for the optional fiscal years ending June 30, 2026 and 2027, respectively. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. AUDITOR shall submit to City statement which indicates work completed by AUDITOR. Payment to AUDITOR shall be made thirty (30) days after receipt by CITY of invoices from AUDITOR, which shall be rendered not more often than monthly. Special examinations, surveys, or detailed reports of any nature outside the scope of this Agreement shall be billed separately by AUDITOR and must be specifically authorized in writing by CITY in advance of such assitional services proposed to be provided. 3.3.3 Reimbursement for Expenses. AUDITOR shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that AUDITOR perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. AUDITOR shall not perform, nor be compensated for, Extra Work M without written authorization from City's Representative. 3.3.5 Prevailing Wages. AUDITOR is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, AUDITOR agrees to fully comply with such Prevailing Wage Laws. City shall provide AUDITOR with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. AUDITOR shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the AUDITOR's principal place of business and at the project site. AUDITOR shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. AUDITOR shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. AUDITOR shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. AUDITOR shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. Either Party may, by written notice to the other Party, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to the other Party of such termination, and specifying the effective date thereof, at thirty (30) calendar days before the effective date of such termination. Upon termination, AUDITOR shall be compensated for all direct service hours on work -in -progress for those services which have been adequately rendered to City; however, in no event shall the City be obligated to pay more than the total amount of the Contract. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require AUDITOR to provide all finished or unfinished Documents and Data and other information of any kind prepared by AUDITOR in connection with the performance of Services under this Agreement. AUDITOR shall be required to provide such document and other information within fifteen (15) days of the request. M11 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: AUDITOR: Lance, Soll & Lunhard, LLP 203 N. Brea Blvd., Suite 203 Brea, CA 92821 Attn: Ryan Domino CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Bryan Chua Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are provided to the City by AUDITOR under this Agreement ("Documents & Data"). City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. AUDITOR's audit workpapers are proprietary in nature and not the ownership of the City. on 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to AUDITOR in connection with the performance of this Agreement shall be held confidential by AUDITOR. Such materials shall not, without the prior written consent of City, be used by AUDITOR for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to AUDITOR which is otherwise known to AUDITOR or is generally known, or has become known, to the related industry shall be deemed confidential. AUDITOR shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. AUDITOR shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of AUDITOR, its officials, officers, employees, agents, AUDITORs and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. AUDITOR shall defend, at AUDITOR's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. AUDITOR shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. AUDITOR shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. AUDITOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers .Consultant's duty to indemnify and hold harmless City shall not extend to the Agency's sole or active negligence. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. A-7 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other AUDITORS. City reserves right to employ other AUDITORS in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. AUDITOR shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to AUDITOR include all personnel, employees, agents, and subcontractors of AUDITOR, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. on 3.5.18 Prohibited Interests. AUDITOR maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for AUDITOR, to solicit or secure this Agreement. Further, AUDITOR warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for AUDITOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. AUDITOR further agrees to file, or shall cause its employees or subAUDITORs to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. AUDITOR represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. AUDITOR shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, AUDITOR certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. AUDITOR has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. AUDITOR shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [signatures on next page] me CITY OF ROSEME By: Ben Kim, ofty Manager Attest: Ericka Hernandez City Clerk Approved as to Form: Rachel Richman City Attorney USN] LANCE, SOLL & LUNGHARD, LLP By: Ryan Domino"^�� Name: Ryan Domino Title: Partner EXHIBIT A SCOPE OF SERVICES A. AUDITOR shall perform an audit of all funds of the City, in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States, and express an opinion on the fair presentation of the basic financial statements. LSL will assist in the preparation of the Annual Comprehensive Financial Report (ACFR). B. AUDITOR will prepare a report on the internal control structure based on the understanding of the control structure and assessment of control risk. C. AUDITOR will perform agreed-upon procedures related to the annual review of the City's appropriation limit calculations in accordance with Article XIII -13 of the California Constitution and issue a report thereon. D. AUDITOR will prepare a management letter, including appropriate recommendations regarding the City's systems of internal control, accounting procedures, and other significant observations. E. AUDITOR will perform a Single Audit in accordance with the Federal Uniform Guidance during those years when one is required. F. AUDITOR will prepare the annual State Controller Office Financial Transactions Report for the City. G. AUDITOR will assist in the preparation of the Rosemead Housing Corporation financial statement and Form 990, Return of Organization Exempt from Income Tax. A-11 EXHIBIT B SCHEDULE OF SERVICES • Complete Interim Audit Field work • Year-end Field work • First Drafts of all Audit Reports • MD&A and Transmittal Letters • Final Drafts of all Audit Reports • Final Reports issued • State Controller's Report • Housing Corporation Tax Return • Single Audit Report Completed by July 15 Completed by October 31 Sent by November 7 Sent by November 15 Completed by November 30 Completed by December 15 Completed by January 15 Complete by March 1 Completed by March 1 EXHIBIT C COMPENSATION Cityof Rosemead ACFRAudit S 38.120 $ 37,2D4 S 38.320 $ 30,470 S 40.854 Housing Development Corp. Audit S 3.020 $ 3,111 $ 3,204 $ 3,300 S 3.300 State Controller's Report S 3,080 $ 4,000 $ 4,222 S 4,340 S 4.470 Housing Corporation Tax Return S 1.850 $ 1,700 $ 1,751 $ 1,804 S 1.859 Successor Agency Audit S 770 $ 793 $ 817 $ 842 $ 887 GANN Limit Review S 400 S 412 S 424 S 437 S 450 Single Audit 11 S 5.070 $ 8,149 S 8.333 $ 5.523 S 8.710 Outof4'ocket Expenses hickded included kxdlrkd tncdded hxirded Professional Se rvlces Discount (10%) S r5,i9f1 5 15,5471 S 15.50-1 S _.i`S;r 5 '5,3141 'The quoted fees above include a standard 3% increase yearover year However, this percentage increase will be compared to the Clot indicator each year and will be adjusted;f that amount exceeds 3%. The higher of the 3% or CPI indicator up to a maximum of 5% will be used each year. "Price includes one major program. Each additional program is 32,000. LSUS STANDARD HOURLY BILLING RATES Partner $340 $360 $380 $400 $420 Senior Manager $260 $270 $280 $290 $300 Manager $220 $230 $240 5250 $260 Supervisor $195 $210 $220 $230 $240 Senior Accountant $170 $180 $190 $200 $210 Experienced Staff $145 $150 $160 $170 $180 Staff Accountant $125 $130 $140 $150 $160 Clerical $90 $100 $110 $120 $130 C-1 EXHIBIT D INSURANCE REQUIREMENTS Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If AUDITOR owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If AUDITOR or AUDITOR's employees will use personal autos in any way on this project, AUDITOR shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the AUDITOR and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. General conditions pertaining to provision of insurance coverage by AUDITOR. AUDITOR and City agree to the following with respect to insurance provided by AUDITOR: 1. AUDITOR agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. AUDITOR also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit AUDITOR, or AUDITOR's employees, or agents, from waiving the right of subrogation prior to a loss. AUDITOR agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. D-1 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. AUDITOR shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to AUDITOR's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by AUDITOR or deducted from sums due AUDITOR, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by AUDITOR or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. AUDITOR agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by AUDITOR, provide the same minimum insurance coverage required of AUDITOR. AUDITOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. AUDITOR agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11.AUDITOR agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If AUDITOR's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the AUDITOR, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the AUDITOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the AUDITOR, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14.AUDITOR acknowledges and agrees that any actual or alleged failure on the part of City to inform AUDITOR of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.AUDITOR will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16.AUDITOR shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from AUDITOR's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of AUDITOR under this agreement. AUDITOR expressly agrees not D-3 to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21.AUDITOR agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or AUDITOR for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. AUDITOR agrees to provide immediate notice to City of any claim or loss against AUDITOR arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 10/09/2025 The Liberty Company Insurance Brokers Lic #0D79653 5955 De Soto Ave, Ste 250 Woodland Hills CA 91367 Mark Wright (888) 918-3960 mark.wright@libertycompany.com LSL, LLP 500 Technology Dr Ste 350 Irvine CA 92618 Hartford Underwriters Insurance Company 30104 Insurer Varies by Jurisdiction (see Form WC 66 04 40)29424 25-26 BOP/UMB/WC A Y Y 57SBABE9C78 10/12/2025 10/12/2026 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 A 57SBABE9C78 10/12/2025 10/12/2026 2,000,000 A 10,000 57SBABE9C78 10/12/2025 10/12/2026 1,000,000 1,000,000 B Y 57WECAZ7TWB 10/12/2025 10/12/2026 1,000,000 1,000,000 1,000,000 Re: Operations of the Named Insured as on File with the Insurance Carrier. City of Rosemead, Its Directors, Officials, Officers, Employees, Agents and Volunteers are Additional Insureds regarding General Liability Coverage. Coverage is Primary & Non-Contributory and Waiver of Subrogation Apllies per Form SL 00 00 10 18 and per Terms of Written Contract with the Named Insured. City of Rosemead Attn: City Clerk'sOffice 8838 E Valley Blvd Rosemead CA 91770 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 Declarations: Business Owner’s Policy NGS Business Owners Declaration Page This Spectrum® Business Owner’s Policy consists of the Declarations, Coverage Forms, Coverage Parts, Common Policy Conditions and any other Forms and endorsements issued to be a part of the Policy. The Hartford® is Hartford Fire Insurance Company and its affiliated property and casualty insurance companies. Form: SC 00 01 10 18 Policy Number:57 SBA BE9C78 Policy Period:10/12/2025 to 10/12/2026, 12:01 a.m., Standard time at your mailing address shown here. Exception: 12 noon in New Hampshire. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford. One Hartford Plaza, Hartford, CT 06155 Named Insured and Mailing Address: LSL, LLP 500 TECHNOLOGY DR STE 350 IRVINE, CA 92618 Type of Business:Accounting & Auditing Services Name of Agency/Broker: THE LIBERTY CO INS BROKERS LLC 5955 DE SOTO AVE SUITE 250 WOODLAND HILLS, CA 91367 Code:57110022 Previous Policy Number: 57 SBA BE9C78 Organization Type:Corporation Audit Period: Non-Auditable Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. *Total Premium includes the premium for all Coverage Parts issued to you in this policy, as well as any companion policies delivered with this policy. Total Premium includes any applicable fees and surcharges. Total Premium may change based on coverage changes made through endorsement or if your policy is subject to Premium Audit. Countersigned by:09/02/2025 Authorized Representative Date A Business Owner’s Policy typically covers property and business liability risks. Generally, Property insurance pays you if a covered cause of loss damages property that you own, rent or lease. Business liability insurance pays in certain cases where something you do or something you own causes injury or damage to someone else, or someone else’s property.Please see the coverages and limits described in your Declarations for details regarding the insurance you purchased. Declarations: Business Liability Coverage Part Form: SC 00 01 10 18 Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we’ll pay. FORM NUMBER FORM NAME LIMIT OF INSURANCE SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM Damage To Premises Rented To You Limit $1,000,000 General Aggregate Limit $4,000,000 Liability and Medical Expenses Limit $2,000,000 Medical Expenses Limit $10,000 Personal and Advertising Injury Limit $2,000,000 Products-Completed Operations Aggregate Limit $4,000,000 Property Damage Liability Deductible No Deductible ADDITIONAL BUSINESS LIABILITY COVERAGES SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION SL 30 36 10 18 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS SL 30 48 10 18 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT Included1 SL 30 23 10 18 ELECTRONIC MEDIA LIABILITY Included1 SL 51 71 10 18 EMPLOYEE BENEFITS LIABILITY - OCCURRENCE Aggregate Limit $4,000,000 Each Claim Limit $2,000,000 SL 30 26 10 18 HIRED AUTO AND NON-OWNED AUTO LIABILITY Included1 SL 30 03 10 18 WAIVER OF SUBROGATION See schedule below 1Included in Business Liability Limit(s) BUSINESS LIABILITY SCHEDULES Form Number Form Name Description Additional Details SL 30 03 10 18 WAIVER OF SUBROGATION CITY OF NEWPORT NEWS PURCHASING DEPARTMENT Location: 2400 WASHINGTON AVENUE 4TH FLOOR NEWPORT NEWS, VA 23807 City of Culver City Location: 9770 Culver Blvd. Culver City CA 90232 Declarations: Business Liability Coverage Part CONTINUED Form: SC 00 01 10 18 ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION THE CITY OF LOS ALAMITOS ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS 3191 KATELLA AVE, LOS ALAMITOS, CA 90720 N/A THE CITY OF SAN CLEMENTE, ITS OFFICIALS, OFFICERS, EMPLOYEES AGENTS AND VOLUNTEERS 910 CALLE NEGOCIO, SAN CLEMENTE, CA 92673 N/A CITY OF SAN JUAN CAPISTRANO 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675 N/A CITRUS HEIGHTS WATER DISTRICT P.O. BOX 286, CITRUS HEIGHTS, CA 95611 N/A SANTA CLARA VALLEY WATER DISTRICT; ITS DIRECTORS, OFFICERS EMPLOYEES, AND AGENTS INDIVIDUALLY AND COLLECTIVELY PO BOX 100085 - FT, DULUTH, GA 30096 N/A CITY OF BENICIA, ITS CITY COUNCIL MEMBERS, OFFICIALS, AGENTS, OFFICERS AND EMPLOYEES 250 E L ST, BENICIA, CA 94510 N/A CITY OF LIVINGSTON 1416 C STREET, LIVINGSTON, CA 95334 N/A CITY OF PLEASANTON P.O. BOX 520, PLEASANTON, CA 94566 N/A CITY OF LOS ANGELES AND ITS AGENCIES, BOARDS AND DEPTS. 200 NORTH MAIN STREET CITY HALL EAST - RM 1240, LOS ANGELES, CA 90012 N/A CITY OF BEVERLY HILLS 455 N. REXFORD DR, BEVERLY HILLS, CA 90210 N/A Declarations: Business Liability Coverage Part CONTINUED Form: SC 00 01 10 18 ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location CITY OF SAN BUENAVENTURA, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES AND VOLUNTEERS 501 POLI STREET, VENTURA, CA 93002 N/A Integrated Law And Justice Agency of Orange County (ILJAOC) PO box 12211, NEWPORT BEACH, CA 92658 N/A City of Brea 1 CIVIC CENTER CIR, BREA, CA 92821-5792 N/A CITY OF SHAFTER 336 PACIFIC AVENUE, SHAFTER, CA 93263 N/A CITY OF BAKERSFIELD OFFICE OF RISK MANAGEMENT 1600 TRUXTUN AVE, BAKERSFIELD, CA 93301 N/A EASTERN MUNICIPAL WATER DISTRICT P.O. BOX 8300, PERRIS, CA 92572 N/A SAN BERNARDINO COUNTY PURCHASING DEPARTMENT 222 W. HOSPITALITY LANE 2ND FLOOR, SAN BERNARDINO, CA 92415 N/A CITY OF ORANGE 300 E. CHAPMAN AVENUE, ORANGE, CA 92866 N/A CITY OF LATHROP 390 TOWNE CENTRE DRIVE, LATHROP, CA 95330 N/A OFFICE OF THE CITY CLERK ATTN: CITY RISK/AGREEMENT MANAGER CITY OF WEST PALM BEACH 401 CLEMATIS STREET, WEST PALM BEACH, FL 33401 N/A SL 30 48 10 18 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION CITY OF NEWPORT NEWS PURCHASING DEPARTMENT 2400 WASHINGTON AVE FL 4, NEWPORT NEWS, VA 23607 N/A Declarations: Business Liability Coverage Part CONTINUED Form: SC 00 01 10 18 ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location CITY OF CULVER CITY 9770 CULVER BLVD, CULVER CITY, CA 90232 N/A SL 30 36 10 18 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS CITY OF NEWPORT NEWS PURCHASING DEPARTMENT 2400 WASHINGTON AVE FL 4, NEWPORT NEWS, VA 23607 2400 WASHINGTON AVENUE 4TH FLOOR, NEWPORT NEWS, VA 23807 ONTARIO INTERNATIONAL AIRPORT AUTHORITY, ITS COMMISSIONERS OFFICERS, EMPLOYEES AGENTS AND VOLUNTEER 1923 E AVION STREET, ONTARIO, CA 91764 LOC 001 002 003 004 BLDG 001 CITY OF MALIBU 23825 STUART RANCH RD, MALIBU, CA 90265 LOC 001/002/003/004 BLDG 001 THE COUNTY OF MONTEREY, ITS OFFICERS, AGENTS AND EMPLOYEES 1488 SCHILLING PLACE, SALINAS, CA 93901 LOC 001 BLDG 001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 42 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Designated Person Or Organization a.The person(s)or organization(s)shown in the Declarations as Additional Insured –Designated Person Or Organization is also an additional insured,but only with respect to liability for “bodily injury”,“property damage”or “personal and advertising injury”caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations; or (2)In connection with your premises owned by or rented to you. b.If coverage provided to these additional insureds is required by a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision,the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. c.The insurance afforded to these additional insureds only applies to the extent permitted by law. B.With respect to the insurance afforded such additional insured(s)by this endorsement,the following additional exclusion is added to Section B. EXCLUSIONS: This insurance does not apply to “bodily injury”or “property damage”included within the “products-completed operations hazard”. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 48 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C.WHO IS AN INSURED: Additional Insured – Owners, Lessees Or Contractors – Scheduled Person Or Organization a.The person(s)or organization(s)shown in the Declarations as an Additional Insured –Owner,Lessees Or Contractors is also an additional insured,but only with respect to liability for "bodily injury","property damage" or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations for the additional insured(s); or (2)In connection with "your work"performed for that additional insured and included within the "products- completed operations hazard",but only if this Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to "bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing,approving,editing of or failure to prepare or approve,shop drawings,maps,opinions, reports,surveys,change orders,field orders,designs,drawings,specifications,warnings, recommendations, permit applications, payment requests, manuals or instructions; (2)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3)Maintenance of job site safety,construction administration,construction contracting,construction management,computer consulting or design software development or programming service,or selection of a contractor or programming service; (4)Monitoring,sampling,or testing service necessary to perform any of the services included in (1),(2)or (3) above; (5)Supervision,hiring,employment,training or monitoring of others who are performing any of the services included in (1), (2) or (3) above; c.If coverage provided to these additional insureds is required by a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision,the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. d.The insurance afforded to these additional insureds only applies to the extent permitted by law. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 36 10 18 Page 1 of 1 Process Date:09/02/2025 © 2018, The Hartford Policy Expiration Date:10/12/2026 (May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS POLICY NUMBER:57 SBA BE9C78 This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section C. WHO IS AN INSURED: Additional Insured – Owners, Lessees Or Contractors – Completed Operations a.The person(s)or organization(s)shown in the Schedule on the Declarations is also an additional insured,but only with respect to liability for "bodily injury"or "property damage"caused,in whole or in part,by "your work" and at the location designated and described in the Location And Description Of Completed Operations Schedule in the Declarations performed for that additional insured and included in the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to "bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing,approving,editing of or failure to prepare or approve,shop drawings,maps,opinions, reports,surveys,change orders,field orders,designs,drawings,specifications,warnings, recommendations, permit applications, payment requests, manuals or instructions; (2)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3)Maintenance of job site safety,construction administration,construction contracting,construction management,computer consulting or design software development or programming service,or selection of a contractor or programming service; (4)Monitoring,sampling,or testing service necessary to perform any of the services included in (1),(2)or (3) above; (5)Supervision,hiring,employment,training or monitoring of others who are performing any of the services included in (1), (2) or (3) above; c.The insurance afforded to these additional insureds only applies to the extent permitted by law. d.If coverage provided to these additional insureds is required by a written contract,agreement or written permit issued by a state or governmental agency or subdivision or political subdivision,the insurance afforded to these additional insureds will not be broader than that which you are required by the contract,agreement or permit to provide for these additional insureds. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 03 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS: We waive any right of recovery we may have against: a.Any person or organization shown in the Declarations, or b.Any person or organization with whom you have a contract that requires such waiver. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part,provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE.How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage" or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by an insured,if the “bodily injury”,“property THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. e.State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a.through e.above,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services, including: (a)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY QUICK REFERENCE Beginning On Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 12 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3.Legal Action Against Us 16 4.Separation Of Insureds 16 5.Representations 16 6.Other Insurance 16 7.Transfer Of Rights Of Recovery Against Others To Us 18 F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18 Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage.Read the entire Policy carefully to determine rights,duties and what is and is not covered. Throughout this Coverage Part the words "you"and "your"refer to the Named Insured shown in the Declarations.The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period",as used in this Coverage Part,means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning.Refer to Section F.Liability And Medical Expenses Definitions. A.COVERAGES 1.Business Liability Coverage (Bodily Injury,Property Damage,Personal And Advertising Injury)Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury","property damage"or "personal and advertising injury"to which this insurance applies.We will have the right and duty to defend the insured against any "suit"seeking those damages.However,we will have no duty to defend the insured against any "suit"seeking damages for "bodily injury","property damage"or "personal and advertising injury" to which this insurance does not apply. We may,at our discretion,investigate any "occurrence"or offense and settle any claim or "suit"that may result. But: (1)The amount we will pay for damages is limited as described in Section D.Liability And Medical Expenses Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b.This insurance applies: (1)To "bodily injury" and "property damage" only if: (a)The “bodily injury”or “property damage”is caused by an “occurrence”that takes place in the “coverage territory”; (b)The "bodily injury" or "property damage" occurs during the policy period; and (c)Prior to the policy period,no insured listed under Paragraph 1.of Section C.Who Is An Insured and no "employee"authorized by you to give or receive notice of an "occurrence"or claim,knew that the "bodily injury"or "property damage"had occurred,in whole or in part.If such a listed insured or authorized "employee"knew,prior to the policy period,that the "bodily injury"or "property damage" occurred,then any continuation,change or resumption of such "bodily injury"or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2)To "personal and advertising injury"caused by an offense arising out of your business,but only if the offense was committed in the "coverage territory" during the policy period. c."Bodily injury"or "property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section C.Who Is An Insured or any "employee"authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury"or "property damage"; or Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. d.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury"arising out of the rendering of or failure to render professional health care services as a physician,dentist,nurse,emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a)The physician,dentist,nurse,emergency medical technician or paramedic is employed by you to provide such services; and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2.Medical Expenses Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 3.Coverage Extension - Supplementary Payments a.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury"applies.We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish,finance,arrange for,guarantee,or collateralize these bonds, whether the collateralization is characterized as premium or not. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5)All court costs taxed against the insured in the "suit".However,such costs do not include attorneys’fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6)Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid,offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b.If we defend an insured against a "suit"and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1)The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation, settlement or defense of the "suit"; (ii)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met,attorneys'fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.Exclusions,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2)The conditions set forth above,or the terms of the agreement described in Paragraph (6)above,are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a.Expected Or Intended Injury (1)"Bodily injury"or "property damage"expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property; or (2)"Personal and advertising injury"arising out of an offense committed by,at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) b.Contractual Liability (1)"Bodily injury" or "property damage"; or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury","property damage"or "personal and advertising injury"that the insured would have in the absence of the contract or agreement; or (b)"Bodily injury"or "property damage"assumed in a contract or agreement that is an "insured contract", provided the "bodily injury"or "property damage"occurs subsequent to the execution of the contract or agreement.Solely for the purpose of liability assumed in an "insured contract",reasonable attorneys'fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i)Liability to such party for,or for the cost of,that party’s defense has also been assumed in the same "insured contract"; and (ii)Such attorneys'fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”or “property damage”involved that which is described in Paragraph (1), (2), (3) or (4) above. However,this exclusion applies only if you are in the business of manufacturing,distributing,selling,serving or furnishing alcoholic beverages.For the purposes of this exclusion,permitting a person to bring alcoholic beverages on your premises,for consumption on your premises,whether or not a fee is charged or a license is required for such activity,is not by itself considered the business of selling,serving,or furnishing alcoholic beverages. d.Workers' Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer’s Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured’s business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of the actual,alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to any insured. However, this paragraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat,cool or dehumidify the building,or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported,handled,stored,treated,disposed of,or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts,if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold,store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels,lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for, monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants"; or (b)Claim or “suit”by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g.Aircraft, Auto Or Watercraft (1)Unmanned Aircraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Exclusion g.(1)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "bodily injury” or “property damage”arises out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". (2)Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft (other than “unmanned aircraft”),"auto"or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Exclusion g.(2)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "bodily injury" or "property damage"arises out of the ownership,maintenance,use or entrustment to others of any aircraft (other than “unmanned aircraft”),"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is: (i)Less than 51 feet long; and (ii)Not being used to carry persons or property for a charge; (c)Parking an "auto"on,or on the ways next to,premises you own or rent,provided the "auto"is not owned by or rented or loaned to you or the insured; (d)Liability assumed under any "insured contract"for the ownership,maintenance or use of aircraft (other than “unmanned aircraft”) or watercraft; (e)"Bodily injury" or "property damage" arising out of: (i)The operation of any of the machinery or equipment listed in Paragraph f.(2)or f.(3)of the definition of "mobile equipment"; or (ii)The operation of machinery or equipment that is attached to,or part of,a land vehicle that would qualify under the definition of “mobile equipment”if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f)An aircraft (other than “unmanned aircraft”)that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary, excess, contingent or on any other basis. h.Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment"by an "auto"owned or operated by or rented or loaned to any insured; or (2)The use of “mobile equipment”in,or while in practice or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) i.War "Bodily injury","property damage"or "personal and advertising injury",however caused,arising,directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Professional Services "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1)Legal, accounting or advertising services; (2)Preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders, change orders, designs or drawings and specifications; (3)Supervisory, inspection, architectural or engineering activities; (4)Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5)Any health or therapeutic service treatment, advice or instruction; (6)Any service,treatment,advice or instruction for the purpose of appearance or skin enhancement,hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing,preparation,fitting,demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c)Similar services; (10)Pharmaceutical services including but not limited to: (a)The administering,prescribing,preparing,distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b)The providing of or failure to provide home health care or home infusion products or services; and (c)Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. k.Damage To Property "Property damage" to: (1)Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person, organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Property loaned to you; (4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage"arises out of those operations; or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". l.Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n.Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o.Recall Of Products, Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p.Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral,written,electronic,or any other manner of publication of material,if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Arising out of oral,written,electronic,or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract,except an implied contract to use another’s "advertising idea"in your "advertisement"; (5)Arising out of the failure of goods,products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of: (a)Any actual or alleged infringement or violation of any intellectual property rights,such as copyright, patent,right of publicity,trademark,trade dress,trade name,trade secret,service mark or other designation of origin or authenticity; or (b)Any injury or damage alleged in any claim or “suit”that also alleges an infringement or violation of any intellectual property right,whether such allegation of infringement or violation is made against you,or by you or by any other party involved in the claim or “suit”,regardless of whether this insurance would otherwise apply. However,this exclusion does not apply if the only allegation in the claim or “suit”involving any intellectual property right is limited to: (i)Infringement, in your “advertisement”, of: a.Copyright; b.Slogan;unless the slogan is also a trademark,trade dress,trade name,service mark or other designation of origin or authenticity; or c.Title of any literary or artistic work; or (ii)Copying,in your “advertisement”,a person’s or organization’s “advertising idea”or style of “advertisement”. Paragraph (7)(b)ii above shall not apply to claims or “suits”alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8)Arising out of an offense committed by an insured whose business is: (a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others; or (c)An Internet search, access, content or service provider. However,this exclusion does not apply to Paragraphs a.,b.and c.under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion,the placing of frames,borders,or links,or advertising,for you or others anywhere on the Internet,is not by itself,considered the business of advertising,broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts,owns,or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)Advertising content for others on your web site; (b)Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Content from a web site of others displayed within a frame or border on your web site.Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets,processing methods,customer lists,financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "personal and advertising injury"arises out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". However,this exclusion does not apply if the only allegation in the claim or "suit"involves an intellectual property right which is limited to: (a)Infringement, in your "advertisement", of: (i)Copyright; (ii)Slogan; or (iii)Title of any literary or artistic work; or (b)Copying,in your "advertisement",a person's or organization's "advertising idea"or style of "advertisement". q.Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1)Damages because of “bodily injury”or “property damage”arising out of any access to or disclosure of any person’s or organization’s confidential or personal information,including patents,trade secrets, processing methods,customer lists,financial information,credit card information,health information or any other type of nonpublic information; or (2)Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate "electronic data". This exclusion applies even if such damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above. However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of “bodily injury”. r.Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Employment-related practices,policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline,defamation,harassment,humiliation,discrimination,malicious prosecution or false arrest directed at that person; or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"or "personal and advertising injury"to that person at whom any of the employment-related practices described in Paragraphs (a), (b),or (c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs (a),(b),or (c)above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s.Asbestos (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or “suit”alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove,encapsulate,contain,treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or “suit”for damages because of testing for,monitoring,cleaning up,removing, encapsulating,containing,treating,detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t.Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law,including the Fair and Accurate Credit Transaction Act (FACTA); or (4)Any federal,state or local statute,ordinance or regulation,other than the TCPA,CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits or limits the printing, dissemination,disposal,collecting,recording,sending,transmitting,communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire,lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured, except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers' Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing,instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business,other than that described in b. through e. below, of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds,but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership,joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership, joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),or to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse,child,parent,brother or sister of that co-"employee"or that "volunteer worker"as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (a)Owned, occupied or used by: (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers",any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form,other than a partnership,joint venture or limited liability company, and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability.However,no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury","property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage"to any one premises,while rented to you,or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance required in a written contract, written agreement or permit; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible,notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured under this Coverage Part must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or “suit”; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense, other than for first aid, without our consent. e.Additional Insured's Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f.Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)You or any additional insured under this Coverage Part that is an individual; (2)Any partner, if you or an additional insured under this Coverage Part is a partnership; (3)Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured under this Coverage Part is a corporation; (5)Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6)Any elected or appointed official,if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3.Legal action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4.Separation Of Insureds Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 5.Representations a.When You Accept This Policy By accepting this Policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this Policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 6.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b.below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage,Builder's Risk,Installation Risk,Owner Controlled Insurance Program or OCIP,Contractor Controlled Insurance Program or CCIP,Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance; or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract,written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach,each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means a notice that is broadcast or published to the general public or specific market segments about your goods,products or services for the purpose of attracting customers or supporters.For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites,only that part of a web site that is about your goods,products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above,but is away for a short time on your business; or Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)"Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data"means information,facts or computer programs stored as or on,created or used on,or transmitted to or from computer software (including systems and applications software),on hard or floppy disks, CD-ROMs,tapes,drives,cells,data processing devices or any other repositories of computer software which are used with electronically controlled equipment.The term computer programs,referred to in the foregoing description of “electronic data”,means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it,which enable the computer or device to receive,process,store, retrieve or send data. 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by- laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property,other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work"that is known or thought to be defective,deficient,inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a.A contract for a lease of premises.However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire,lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b.A sidetrack agreement; c.Any easement or license agreement,including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Under which the insured,if an architect,engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a.,b.,c.,or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.,or d.above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment. However,“mobile equipment”does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged.Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”. 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury,including consequential "bodily injury",arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies,committed by or on behalf of its owner,landlord or lessor; d.Oral,written,electronic,or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f.Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g.Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,vapor,soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned.However,"your work"will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance,correction,repair or replacement,but which is otherwise complete, will be treated as completed. The "bodily injury"or "property damage"must occur away from premises you own or rent,unless your business includes the selling,handling or distribution of "your product"for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 20."Property damage" means: a.Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 22 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Unmanned aircraft" means an aircraft that is not: a.Designed; b.Manufactured; or c.Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24."Volunteer worker" means a person who: a.Is not your "employee"; b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you; and d.Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold,handled,distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles),materials,parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 90 13 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company,other than for non-payment of premium,notice of such cancellation will be provided at least thirty (30)days in advance of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the company for non-payment of premium,or by the insured,notice of such cancellation will be provided within ten (10)days of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. If notice is mailed,proof of mailing to the last known mailing address of the certificate holder(s)on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s)will not amend or extend the date the cancellation becomes effective,nor will it negate cancellation of the policy.Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 1 of 6 Process Date:09/02/25 Policy Expiration Date:10/12/26 © 2000, The Hartford WORKERS’ COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number:57 WEC AZ7TWB Endorsement Number: Effective Date:10/12/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:LSL, LLP. 500 TECHNOLOGY DR STE 350 IRVINE CA 92618 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I PARTS ONE and TWO 01 We Will Also Pay PART - THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A.How This Insurance Applies B.We Will Pay C.Exclusions D.Before We Pay E.Recovery From Others F.Employers’ Liability Insurance EMPLOYERS’ LIABILITY STOP GAP ENDORSEMENT 06 Employers’ Liability Stop Gap Coverage A.Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B.Part One Does Not Apply C.Application of Coverage D.Additional Exclusions E.West Virginia EXTENDED OPTIONS 01 Employers’ Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A.How This Reimbursement Applies B.We Will Reimburse C.Exclusions D.Before We Pay E.Recovery From Others F.Reimbursement For Actual Loss Sustained G.Repatriation H.Endemic Disease 05 Longshore and Harbor Workers’ Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 2 of 6 SECTION I PARTS ONE and TWO 1.WE WILL ALSO PAY D.We Will Also Pay of Part One (WORKERS’ COMPENSATION INSURANCE); and E.We Will Also Pay of Part Two (EMPLOYERS’LIABILITY INSURANCE)is replaced by the following: We Will Also Pay We will also pay these costs,in addition to other amounts payable under this insurance, as part of any claim,proceeding,or suit we defend: 1.reasonable expenses incurred at our request,INCLUDING loss of earnings; 2.premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3.litigation costs taxed against you; 4.interest on a judgment as required by law until we offer the amount due under this law; and 5.expenses we incur. PART THREE 2.How This Insurance Applies Paragraph 4.of A.How This Insurance Applies of Part 3 (Other States Insurance)is replaced by the following: 4.If you have work on the effective date of this policy in any state not listed in Item 3.A.of the Information Page,coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3.Transfer Of Your Rights and Duties C.Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death,we will cover your legal representative as insured. 4.Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge,the broader coverage will apply to this policy.It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION ANDEMPLOYERS’ LIABILITY COVERAGE 5.Voluntary Compensation Insurance A.How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease.Bodily injury includes resulting death. 1.The bodily injury must be sustained by any officer or employee not subject to the workers’compensation law of any state shown in Item 3.A.of the Information Page. 2.The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A.of the Information Page. 3.The bodily injury must occur in the United States of America,its territories or possessions,or Canada,and may occur elsewhere if the employee is a United States or Canadian citizen,or otherwise legal resident,and legally employed,in the United States or Canada and temporarily away from those places. 4.Bodily injury by accident must occur during the policy period. 5.Bodily injury by disease must be caused or aggravated by the conditions of the Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 3 of 6 officer’s or employee’s employment.The officer’s or employee’s last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B.We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers’ compensation law of any state shown in Item 3.A.of the Information Page.We will pay those amounts to the persons who would be entitled to them under the law. C.Exclusion This insurance does not cover: 1.any obligation imposed by workers’ compensation or occupational disease law or any similar law. 2.bodily injury intentionally caused or aggravated by you. 3.officers or employees who have elected not to be subject to the state workers’ compensation law. 4.partners or sole proprietors not covered under the Standard Sole Proprietors, Partners,Officers and Others Coverage Endorsement. D.Before We Pay Before we pay benefits to the persons entitled to them, they must: 1.Release you and us,in writing,of all responsibility for the injury or death. 2.Transfer to us their right to recover from others who may be responsible for the injury or death. 3.Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things,our duty to pay ends at once.If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E.Recovery From Others If we make a recovery from others,we will keep an amount equal to our expenses of recovery and the benefits we paid.We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others,they must reimburse us for the benefits we paid them. F.Employers’ Liability Insurance Part Two (Employers’Liability Insurance)applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5.does not apply in New Jersey or Wisconsin. EMPLOYERS’ LIABILITY STOP GAP COVERAGE 6.Employers’ Liability Stop Gap Coverage A.This coverage only applies in Montana,North Dakota,Ohio,Washington,West Virginia and Wyoming. B.Part One (Workers’Compensation Insurance) does not apply to work in states shown in Paragraph A above. C.Part Two (Employers’Liability Insurance)applies in the states,shown in Paragraph A.,as though they were shown in Item 3.A.of the Information Page. D.Part Two,Section C.Exclusions is changed by adding these exclusions. This insurance does not cover; 5.bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur.However,the cost of defending such claims or suits in Ohio is covered. 13.bodily injury sustained by any member of the flying crew of any aircraft. 14.any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers’compensation law or laws of a state shown in Paragraph A. E.This insurance applies to damages for which you are liable under West Virginia Code Annot.S 23- 4-2. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 4 of 6 EXTENDED OPTIONS 1.Employers’ Liability Insurance Item 3.B.of the Information Page is replaced by the following: B.Employers’ Liability Insurance: 1.Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2.The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2.Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy,we shall not deny coverage under this policy because of such failure. 3.Waiver of Our Right To Recover From Others A.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 any person or organization for whom 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 agreement. B.This provision 3.does not apply in the states of Pennsylvania and Utah. 4.Foreign Voluntary Compensation and Employers’ Liability Reimbursement A.How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1.The bodily injury must be sustained by an officer or employee. 2.The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1.of this provision. 3.Bodily injury by accident must occur during the policy period. 4.Bodily injury by disease must be caused or aggravated by the conditions of your employment.The officer or employee’s last exposure to those conditions of your employment must occur during the policy period. B.We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1.voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers’compensation law of the state of hire of the individual employee. 2.sums to which Part Two (Employers’Liability Insurance)would apply if the Country of Employment were shown in Item 3.A.of the Information Page. C.Exclusions This insurance does not cover: 1.any occurrences in the United States, Canada,and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2.any obligation imposed by a workers’ compensation or occupational disease law, or similar law. 3.bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 5 of 6 4.liability for any consequence,whether direct or indirect,of war,invasion,act of Foreign enemy,hostilities (whether war be declared or not),civil war,rebellion, revolution,insurrection or military or usurped power.No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D.Before We Pay Before we reimburse you for the benefits to the persons entitled to them,you must have them: 1.release you and us,in writing,of all responsibility for the injury or death, 2.transfer to us their right to recover from others who may be responsible for their injury or death, 3.cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things,our duty to reimburse ends at once.If they claim damages from us for the injury or death,our duty to reimburse ends at once. E.Recovery From Others If we make a recovery from others,we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it.If persons entitled to the benefits make a recovery from others,they must repay us for the amounts that we have reimbursed you. F.Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain.In order for you to recover loss or expenses under this reimbursement you must: 1.actually sustain and pay the loss or expense in money after trial, or 2.secure our consent for the payment of the loss or expense. G.Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1.to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2.in the event of death,to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H.Endemic Disease The word “disease”includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers’ compensation law. 5.Longshore and Harbor Workers’Compensation Act Coverage General Section C.Workers’Compensation Law is replaced by the following: C.Workers’ Compensation Law Workers’Compensation Law means the workers or workers’compensation law and occupational disease law of each state or territory named in Item 3.A.of the Information Page and the Longshore and Harbor Workers’Compensation Act (33 USC Sections 901-950).It includes any amendments to those laws that are in effect during the policy period.It does not include any other federal workers or workers’compensation law,other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers’Liability Insurance),C. Exclusions,exclusion 8,does not apply to work subject to the Longshore and Harbor Workers’ Compensation Act. This coverage does not apply to work subject to the Defense Base Act,the Outer Continental Shelf Lands Act,or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 6 of 6 SECTION III 1.SCHEDULE OF COVERED STATES A.This endorsement only applies in the states listed in this Schedule of Covered States. B.If a state,shown in Item 3.A.of the Information Page,approves this endorsement after the effective date of this policy,this endorsement will apply to this policy.The coverage will apply in the new state on the effective date of the state approval C.Schedule of Covered States: CA Countersigned by Authorized Representative THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form WC 99 05 31 Printed in U.S.A. Process Date:09/02/25 Policy Expiration Date:10/12/26 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number:57 WEC AZ7TWB Endorsement Number: Effective Date:10/12/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:LSL, LLP. 500 TECHNOLOGY DR STE 350 IRVINE CA 92618 This policy is subject to the following additional Condition: A.If this policy is cancelled by the Company for non- payment of premium,or by the insured,notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. If notice is mailed,proof of mailing to the last known mailing address of the certificate holder(s)on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective,nor will it negate cancellation of the policy.Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. POLICY INSURER LIST BY JURISDICTION Form WC 66 04 40 Printed in U.S.A. Process Date:09/02/25 Policy Expiration Date:10/12/26 INSURER NAIC JURISDICTION Sentinel Insurance Company Ltd. ONE HARTFORD PLAZA HARTFORD CT 06155 11000 GA Hartford Fire Insurance Company ONE HARTFORD PLAZA HARTFORD CT 06155 19682 PA Hartford Accident and Indemnity Company ONE HARTFORD PLAZA HARTFORD CT 06155 22357 NY Hartford Casualty Insurance Company ONE HARTFORD PLAZA HARTFORD CT 06155 29424 MD IL CA Twin City Fire Insurance Company ONE HARTFORD PLAZA HARTFORD CT 06155 29459 NC TX Hartford Underwriters Insurance Company ONE HARTFORD PLAZA HARTFORD CT 06155 30104 AL Property and Casualty Insurance Company of Hartford ONE HARTFORD PLAZA HARTFORD CT 06155 34690 RI CO Hartford Insurance Company of the Midwest ONE HARTFORD PLAZA HARTFORD CT 06155 37478 ID Hartford Insurance Company of the Southeast ONE HARTFORD PLAZA HARTFORD CT 06155 38261 NV Hartford Insurance Company of Illinois ONE HARTFORD PLAZA HARTFORD CT 06155 38288 KS Nutmeg Insurance Company ONE HARTFORD PLAZA HARTFORD CT 06155 39608 UT 09/19/2024 The Liberty Company Insurance Brokers Lic #0D79653 5955 De Soto Ave, Ste 250 Woodland Hills CA 91367 Lindsey Jamall (888) 918-3960 ljamall@libertycompany.com Lance Soll & Lunghard LLP 203 N Brea Blvd Ste 203 Brea CA 92821 Hartford Underwriters Insurance Company 30104 Rated By Multiple Companies 00914 24-25 BOP/UMB/WC A Y Y 57SBABE9C78 10/12/2024 10/12/2025 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 A 57SBABE9C78 10/12/2024 10/12/2025 2,000,000 A 10,000 57SBABE9C78 10/12/2024 10/12/2025 1,000,000 1,000,000 B Y 57WECAZ7TWB 10/12/2024 10/12/2025 1,000,000 1,000,000 1,000,000 Re: Operations of the Named Insured as on File with the Insurance Carrier. City of Rosemead, Its Directors, Officials, Officers, Employees, Agents and Volunteers are Additional Insureds regarding General Liability Coverage. Coverage is Primary & Non-Contributory and Waiver of Subrogation Apllies per Form SS00080405 and per Terms of Written Contract with the Named Insured. City of Rosemead Attn: City Clerk'sOffice 8838 E Valley Blvd Rosemead CA 91770 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 Declarations: Business Owner’s Policy NGS Business Owners Declaration Page This Spectrum® Business Owner’s Policy consists of the Declarations, Coverage Forms, Coverage Parts, Common Policy Conditions and any other Forms and endorsements issued to be a part of the Policy. The Hartford® is Hartford Fire Insurance Company and its affiliated property and casualty insurance companies. Form: SC 00 01 10 18 1 Policy Number:57 SBA BE9C78 Policy Period:10/12/2024 to 10/12/2025, 12:01 a.m., Standard time at your mailing address shown here. Exception: 12 noon in New Hampshire. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford. One Hartford Plaza, Hartford, CT 06155 Named Insured and Mailing Address: LANCE SOLL & LUNGHARD LLP 203 N BREA BLVD STE 203 BREA, CA 92821 Type of Business:Accounting & Auditing Services Name of Agency/Broker: THE LIBERTY CO INS BROKERS LLC 5955 DE SOTO AVE SUITE 250 WOODLAND HILLS, CA 91367 Code:57110022 Previous Policy Number: 57 SBA BM1263 Organization Type:Corporation Audit Period: Non-Auditable Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. TOTAL PREMIUM:$7,306* *Total Premium includes the premium for all Coverage Parts issued to you in this policy, as well as any companion policies delivered with this policy. Total Premium includes any applicable fees and surcharges. Total Premium may change based on coverage changes made through endorsement or if your policy is subject to Premium Audit. Countersigned by:07/24/2024 Authorized Representative Date A Business Owner’s Policy typically covers property and business liability risks. Generally, Property insurance pays you if a covered cause of loss damages property that you own, rent or lease. Business liability insurance pays in certain cases where something you do or something you own causes injury or damage to someone else, or someone else’s property.Please see the coverages and limits described in your Declarations for details regarding the insurance you purchased. Declarations: Business Liability Coverage Part Form: SC 00 01 10 18 10 Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we’ll pay. FORM NUMBER FORM NAME LIMIT OF INSURANCE SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM Damage To Premises Rented To You Limit $1,000,000 General Aggregate Limit $4,000,000 Liability and Medical Expenses Limit $2,000,000 Medical Expenses Limit $10,000 Personal and Advertising Injury Limit $2,000,000 Products-Completed Operations Aggregate Limit $4,000,000 Property Damage Liability Deductible No Deductible ADDITIONAL BUSINESS LIABILITY COVERAGES SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION SL 30 36 10 18 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT Included1 SL 30 23 10 18 ELECTRONIC MEDIA LIABILITY Included1 SL 51 71 10 18 EMPLOYEE BENEFITS LIABILITY - OCCURRENCE Aggregate Limit $4,000,000 Each Claim Limit $2,000,000 SL 30 26 10 18 HIRED AUTO AND NON-OWNED AUTO LIABILITY Included1 SL 30 03 10 18 WAIVER OF SUBROGATION See schedule below 1Included in Business Liability Limit(s) BUSINESS LIABILITY SCHEDULES Form Number Form Name Description Additional Details SL 30 03 10 18 WAIVER OF SUBROGATION CITY OF NEWPORT NEWS PURCHASING DEPARTMENT Location: 2400 WASHINGTON AVENUE 4TH FLOOR NEWPORT NEWS, VA 23807 ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location SL 30 36 10 18 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS ONTARIO INTERNATIONAL AIRPORT AUTHORITY, ITS COMMISSIONERS OFFICERS, EMPLOYEES AGENTS AND VOLUNTEER 1923 E AVION STREET, ONTARIO, CA 91764 LOC 001 002 003 004 BLDG 001 Declarations: Business Liability Coverage Part CONTINUED Form: SC 00 01 10 18 11 ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location CITY OF MALIBU 23825 STUART RANCH RD, MALIBU, CA 90265 LOC 001/002/003/004 BLDG 001 THE COUNTY OF MONTEREY, ITS OFFICERS, AGENTS AND EMPLOYEES 1488 SCHILLING PLACE, SALINAS, CA 93901 LOC 001 BLDG 001 SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION CITY OF LATHROP 390 TOWNE CENTRE DRIVE, LATHROP, CA 95330 N/A CITY OF ORANGE 300 E. CHAPMAN AVENUE, ORANGE, CA 92866 N/A CITY OF SAN BUENAVENTURA, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES AND VOLUNTEERS 501 POLI STREET, VENTURA, CA 93002 N/A SAN BERNARDINO COUNTY PURCHASING DEPARTMENT 222 W. HOSPITALITY LANE 2ND FLOOR, SAN BERNARDINO, CA 92415 N/A CITY OF BEVERLY HILLS 455 N. REXFORD DR, BEVERLY HILLS, CA 90210 N/A OFFICE OF THE CITY CLERK ATTN: CITY RISK/AGREEMENT MANAGER CITY OF WEST PALM BEACH 401 CLEMATIS STREET, WEST PALM BEACH, FL 33401 N/A CITY OF LOS ANGELES AND ITS AGENCIES, BOARDS AND DEPTS. 200 NORTH MAIN STREET CITY HALL EAST - RM 1240, LOS ANGELES, CA 90012 N/A CITY OF PLEASANTON P.O. BOX 520, PLEASANTON, CA 94566 N/A Declarations: Business Liability Coverage Part CONTINUED Form: SC 00 01 10 18 12 ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location CITY OF LIVINGSTON 1416 C STREET, LIVINGSTON, CA 95334 N/A CITY OF SHAFTER 336 PACIFIC AVENUE, SHAFTER, CA 93263 N/A CITY OF BAKERSFIELD OFFICE OF RISK MANAGEMENT 1600 TRUXTUN AVE, BAKERSFIELD, CA 93301 N/A CITRUS HEIGHTS WATER DISTRICT P.O. BOX 286, CITRUS HEIGHTS, CA 95611 N/A EASTERN MUNICIPAL WATER DISTRICT P.O. BOX 8300, PERRIS, CA 92572 N/A CITY OF SAN JUAN CAPISTRANO 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675 N/A THE CITY OF LOS ALAMITOS ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS 3191 KATELLA AVE, LOS ALAMITOS, CA 90720 N/A THE CITY OF SAN CLEMENTE, ITS OFFICIALS, OFFICERS, EMPLOYEES AGENTS AND VOLUNTEERS 910 CALLE NEGOCIO, SAN CLEMENTE, CA 92673 N/A SANTA CLARA VALLEY WATER DISTRICT; ITS DIRECTORS, OFFICERS EMPLOYEES, AND AGENTS INDIVIDUALLY AND COLLECTIVELY PO BOX 100085 - FT, DULUTH, GA 30096 N/A CITY OF BENICIA, ITS CITY COUNCIL MEMBERS, OFFICIALS, AGENTS, OFFICERS AND EMPLOYEES 250 E L ST, BENICIA, CA 94510 N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part,provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE.How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage" or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by an insured,if the “bodily injury”,“property THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. e.State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a.through e.above,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services, including: (a)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 42 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Designated Person Or Organization a.The person(s)or organization(s)shown in the Declarations as Additional Insured –Designated Person Or Organization is also an additional insured,but only with respect to liability for “bodily injury”,“property damage”or “personal and advertising injury”caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations; or (2)In connection with your premises owned by or rented to you. b.If coverage provided to these additional insureds is required by a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision,the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. c.The insurance afforded to these additional insureds only applies to the extent permitted by law. B.With respect to the insurance afforded such additional insured(s)by this endorsement,the following additional exclusion is added to Section B. EXCLUSIONS: This insurance does not apply to “bodily injury”or “property damage”included within the “products-completed operations hazard”. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 36 10 18 Page 1 of 1 Process Date:07/24/2024 © 2018, The Hartford Policy Expiration Date:10/12/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS POLICY NUMBER:57 SBA BE9C78 This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section C. WHO IS AN INSURED: Additional Insured – Owners, Lessees Or Contractors – Completed Operations a.The person(s)or organization(s)shown in the Schedule on the Declarations is also an additional insured,but only with respect to liability for "bodily injury"or "property damage"caused,in whole or in part,by "your work" and at the location designated and described in the Location And Description Of Completed Operations Schedule in the Declarations performed for that additional insured and included in the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to "bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing,approving,editing of or failure to prepare or approve,shop drawings,maps,opinions, reports,surveys,change orders,field orders,designs,drawings,specifications,warnings, recommendations, permit applications, payment requests, manuals or instructions; (2)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3)Maintenance of job site safety,construction administration,construction contracting,construction management,computer consulting or design software development or programming service,or selection of a contractor or programming service; (4)Monitoring,sampling,or testing service necessary to perform any of the services included in (1),(2)or (3) above; (5)Supervision,hiring,employment,training or monitoring of others who are performing any of the services included in (1), (2) or (3) above; c.The insurance afforded to these additional insureds only applies to the extent permitted by law. d.If coverage provided to these additional insureds is required by a written contract,agreement or written permit issued by a state or governmental agency or subdivision or political subdivision,the insurance afforded to these additional insureds will not be broader than that which you are required by the contract,agreement or permit to provide for these additional insureds. Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance; or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract,written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach,each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means a notice that is broadcast or published to the general public or specific market segments about your goods,products or services for the purpose of attracting customers or supporters.For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites,only that part of a web site that is about your goods,products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above,but is away for a short time on your business; or THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 1 of 6 Process Date:09/02/24 Policy Expiration Date:10/12/25 © 2000, The Hartford WORKERS’ COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number:57 WEC AZ7TWB Endorsement Number: Effective Date:10/12/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Lance, Soll & Lunghard, LLP 203 N BREA BLVD STE 203 BREA CA 92821 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I PARTS ONE and TWO 01 We Will Also Pay PART - THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A.How This Insurance Applies B.We Will Pay C.Exclusions D.Before We Pay E.Recovery From Others F.Employers’ Liability Insurance EMPLOYERS’ LIABILITY STOP GAP ENDORSEMENT 06 Employers’ Liability Stop Gap Coverage A.Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B.Part One Does Not Apply C.Application of Coverage D.Additional Exclusions E.West Virginia EXTENDED OPTIONS 01 Employers’ Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A.How This Reimbursement Applies B.We Will Reimburse C.Exclusions D.Before We Pay E.Recovery From Others F.Reimbursement For Actual Loss Sustained G.Repatriation H.Endemic Disease 05 Longshore and Harbor Workers’ Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 4 of 6 EXTENDED OPTIONS 1.Employers’ Liability Insurance Item 3.B.of the Information Page is replaced by the following: B.Employers’ Liability Insurance: 1.Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2.The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2.Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy,we shall not deny coverage under this policy because of such failure. 3.Waiver of Our Right To Recover From Others A.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 any person or organization for whom 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 agreement. B.This provision 3.does not apply in the states of Pennsylvania and Utah. 4.Foreign Voluntary Compensation and Employers’ Liability Reimbursement A.How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1.The bodily injury must be sustained by an officer or employee. 2.The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1.of this provision. 3.Bodily injury by accident must occur during the policy period. 4.Bodily injury by disease must be caused or aggravated by the conditions of your employment.The officer or employee’s last exposure to those conditions of your employment must occur during the policy period. B.We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1.voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers’compensation law of the state of hire of the individual employee. 2.sums to which Part Two (Employers’Liability Insurance)would apply if the Country of Employment were shown in Item 3.A.of the Information Page. C.Exclusions This insurance does not cover: 1.any occurrences in the United States, Canada,and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2.any obligation imposed by a workers’ compensation or occupational disease law, or similar law. 3.bodily injury intentionally caused or aggravated by you. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 90 13 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company,other than for non-payment of premium,notice of such cancellation will be provided at least thirty (30)days in advance of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the company for non-payment of premium,or by the insured,notice of such cancellation will be provided within ten (10)days of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. If notice is mailed,proof of mailing to the last known mailing address of the certificate holder(s)on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s)will not amend or extend the date the cancellation becomes effective,nor will it negate cancellation of the policy.Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. CIN OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this tikday of June, 2018 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Lance, Soil & Lunghard, certified public accountants with its principal place of business at 203 N. Brea Blvd., Suite 203 Brea, CA 92821 ("AUDITOR"). City and AUDITOR are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 AUDITOR. AUDITOR desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. AUDITOR represents that it is competent and qualified certified public accountant, duly authorized to practice and licensed as such by the California State Board of Accountancy. 2.2 Project. City desires to engage AUDITOR to render auditing services("Project")as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. AUDITOR promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional auditing services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a period of three (3) consecutive years, beginning with the fiscal year ending June 30, 2018 with the option to extend for two subsequent years. AUDITOR shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. A-1 3.2 Responsibilities of AUDITOR. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by AUDITOR or under its supervision. AUDITOR will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains AUDITOR on an independent contractor basis and not as an employee. AUDITOR retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of AUDITOR shall also not be employees of City and shall at all times be under AUDITOR's exclusive direction and control. AUDITOR shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. AUDITOR shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. AUDITOR shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. AUDITOR represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate AUDITOR's conformance with the Schedule, City shall respond to AUDITOR's submittals in a timely manner. Upon request of City, AUDITOR shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by AUDITOR shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. AUDITOR has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, AUDITOR may substitute other personnel of at least equal competence upon written approval of City. In the event that City and AUDITOR cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the AUDITOR at the request of the City. The key personnel for performance of this Agreement are as follows: Bryan S. Gruber. 3.2.5 City's Representative. The City hereby designates the Finance Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. AUDITOR shall not accept direction or orders from any person other than the City's Representative or his or her designee. A-2 3.2.6 AUDITOR's Representative. AUDITOR hereby designates Bryan S. Gruber, or his designee, to act as its representative for the performance of this Agreement ("AUDITOR's Representative"). AUDITOR's Representative shall have full authority to represent and act on behalf of the AUDITOR for all purposes under this Agreement. The AUDITOR's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. AUDITOR agrees to work closely with City staff in the performance of Services and shall be available to City's staff, AUDITORs and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. AUDITOR shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. AUDITOR represents and maintains that it is skilled in the professional calling necessary to perform the Services. AUDITOR warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, AUDITOR represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the tens of this Agreement. As provided for in the indemnification provisions of this Agreement, AUDITOR shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the AUDITOR's failure to comply with the standard of care provided for herein. Any employee of the AUDITOR or its sub-AUDITORs who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the AUDITOR and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. AUDITOR shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. AUDITOR shall be liable for all violations of such laws and regulations in connection with Services. If the AUDITOR performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City,AUDITOR shall be solely responsible for all costs arising therefrom. AUDITOR shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement,from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. A-3 3.2.10.1 Time for Compliance. AUDITOR shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. AUDITOR shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the AUDITOR shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A)adequate life protection and life saving equipment and procedures;(B)instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. AUDITOR shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed $41,740 per each fiscal year ending June 30,2018, 2019, and 2020. The total compensation shall not exceed $42,580 and $43,430 for the optional fiscal years ending June 30, 2021 and 2022, respectively. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. AUDITOR shall submit to City statement which indicates work completed by AUDITOR. Payment to AUDITOR shall be made thirty (30) days after receipt by CITY of invoices from AUDITOR, which shall be rendered not more often than monthly. Special examinations, surveys,or detailed reports of any nature outside the scope of this Agreement shall be billed separately by AUDIOTR and must be specifically authorized in writing by CITY in advance of such assitional services proposed to be provided. 3.3.3 Reimbursement for Expenses. AUDITOR shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that AUDITOR perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. AUDITOR shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. AUDITOR is aware of the requirements of California Labor Code Section 1720, et seq.,and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"),which require the A-4 payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, AUDITOR agrees to fully comply with such Prevailing Wage Laws. City shall provide AUDITOR with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. AUDITOR shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the AUDITOR's principal place of business and at the project site. AUDITOR shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. AUDITOR shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. AUDITOR shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. AUDITOR shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to AUDITOR, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to AUDITOR of such termination, and specifying the effective date thereof, at seven (7) calender days before the effective date of such termination. Upon termination, AUDITOR shall be compensated for all direct service hours on work-in-progress for those services which have been adequately rendered to City; however, in no event shall the City be obligated to pay more than the total amount of the Contract. AUDITOR may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require AUDITOR to provide all finished or unfinished Documents and Data and other information of any kind prepared by AUDITOR in connection with the performance of Services under this Agreement. AUDITOR shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. A-5 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: AUDITOR: Lance, Soil & Lunhard, LLP 203 N. Brea Blvd., Suite 203 Brea, CA 92821 Attn: Bryan S. Gruber CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Pearl Lieu Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by AUDITOR under this Agreement ("Documents & Data"). AUDITOR shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. AUDITOR represents and warrants that AUDITOR has the legal right to license any and all Documents & Data. AUDITOR makes no such representation and warranty in regard to Documents& Data which were prepared by design professionals other than AUDITOR or provided to AUDITOR by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. AUDITOR's audit workpapers are proprietary in nature and not the ownership of the City. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to AUDITOR in connection with the performance of this Agreement shall be held confidential by AUDITOR. Such materials shall not, without the prior written consent of City, be used A-6 by AUDITOR for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to AUDITOR which is otherwise known to AUDITOR or is generally known, or has become known, to the related industry shall be deemed confidential. AUDITOR shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. AUDITOR shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of AUDITOR, its officials, officers, employees, agents, AUDITORs and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. AUDITOR shall defend, at AUDITOR's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. AUDITOR shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. AUDITOR shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers,for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. AUDITOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. A-7 3.5.10 City's Right to Employ Other AUDITORs. City reserves right to employ other AUDITORs in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. AUDITOR shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to AUDITOR include all personnel, employees, agents, and subcontractors of AUDITOR, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. AUDITOR maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for AUDITOR, to solicit or secure this Agreement. Further, AUDITOR warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for AUDITOR, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. AUDITOR further agrees to file, or shall cause its employees A-8 or subAUDITORs to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. AUDITOR represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. AUDITOR shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, AUDITOR certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. AUDITOR has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. AUDITOR shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein,without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [signatures on next page] A-9 CITY OF ROSEMEAD p LANCE, SOLL & LUNGHARD, LLP By: ,U\i�lr�ca N 1�k7.� By: Gloria Molleda, City Manager Name: Bryan S. Gruber Attest: Title: Partner Ericka Hernandez City Clerk Approved as to Form: Rachel Richman "11// City Attorney A-10 EXHIBIT A SCOPE OF SERVICES A. AUDITOR shall perform an audit of all funds of the City, in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States, and express an opinion on the fair presentation of the basic financial statements. LSL will assist in the preparation of the Comprehensive Annual Financial Report (CAFR). B. AUDITOR will prepare a report on the internal control structure based on the understanding of the control structure and assessment of control risk. C. AUDITOR will perform agreed-upon procedures related to the annual review of the City's appropriation limit calculations in accordance with Article XIII-B of the California Constitution and issue a report thereon. D. AUDITOR will prepare a management letter, including appropriate recommendations regarding the City's systems of internal control, accounting procedures, and other significant observations. E. AUDITOR will perform a Single Audit in accordance with the Federal Uniform Guidance during those years when one is required. F. AUDITOR will prepare the annual State Controller Office Financial Transactions Report for the City. G. AUDITOR will assist in the preparation of the Rosemead Housing Corporation financial statement and Form 990, Return of Organization Exempt from Income Tax. A-11 EXHIBIT B SCHEDULE OF SERVICES • Complete Interim Audit Field work Completed by July 13 • Year-end Field work Completed by September 30 • First Drafts of all Audit Reports Sent by November 2 • MD&A and Transmittal Letters Sent by November 16 • Final Drafts of all Audit Reports Completed by November 30 • Final Reports issued Completed by December 14 B-1 EXHIBIT C COMPENSATION Optional Years Service 2017-18 2016-19 2019-20 2020-21 2021-22 City of Rosemead $ 28,790 $ 28,790 S 28190 $ 29370 S 29060 Successor Agency $ 4,010 S 4010 $ 4010 S 4090 $ 4,170 Housing Corp S 3,330 $ 3,330 S 3,330 S 3,400 $ 3,470 Single Audit Report" S 3,160 $ 3,160 S 3,160 S 3,220 $ 3280 State Controllers Report 5 Z450 S Z450 S 2 450 $ 2,500 $ 2550 Total All-Inclusive Maximum Priu $ 41,740 S 41,740 S 41.740 S 42.680 S 43,430 "Pnce assumes one major program. S1,500 per additional major program tested. OUT-OF-POCKET EXPENSES INCLUDED IN THE TOTAL ALL-INCLUSIVE MAXIMUM PRICE The total all-include maximum pace bid contains all direct and indirect costs including all out-of-pocket expenses for firm personnel (e g., travel,lodging and meals,clerical.etc) SCHEDULE OF HOURLY CHARGES Should the City require additional services above and beyond the scope of this proposal,the hourly rates Lance,Soli,&Lunghard LLP utilize will be based on the following. Partner S 204 Mout Manager S 146 /hour Senior $ 112 (hour Staff $ 87 (hour C-1 EXHIBIT D INSURANCE REQUIREMENTS Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto)or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If AUDITOR owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If AUDITOR or AUDITOR's employees will use personal autos in any way on this project, AUDITOR shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employers liability limits no less than $1,000,000 per accident or disease. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specWcally designed to protect against acts, errors or omissions of the AUDITOR and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must"pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. General conditions pertaining to provision of insurance coverage by AUDITOR. AUDITOR and City agree to the following with respect to insurance provided by AUDITOR: 1. AUDITOR agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. AUDITOR also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit AUDITOR, or AUDITOR's employees, or agents, from waiving the right of subrogation prior to a loss. AUDITOR agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. D-1 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over' claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. AUDITOR shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period)that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to AUDITOR's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by AUDITOR or deducted from sums due AUDITOR, at City option. 8. Certificate(s) - Deleted 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by AUDITOR or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10.AUDITOR agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by AUDITOR, provide the same minimum insurance coverage required of AUDITOR. AUDITOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. AUDITOR agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11.AUDITOR agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees D-2 that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If AUDITOR's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the AUDITOR, which may include reduction or elimination of the deductible or selnsured retention, substitution of other coverage, or other solutions. 12.The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the AUDITOR ninety(90) days advance written notice of such change. If such change results in substantial additional cost to the AUDITOR, the City will negotiate additional compensation proportional to the increased benefit to City. 13.For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14.AUDITOR acknowledges and agrees that any actual or alleged failure on the part of City to inform AUDITOR of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.AUDITOR will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16.AUDITOR shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from AUDITOR's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of AUDITOR under this agreement. AUDITOR expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. D-3 • 18.Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21.AUDITOR agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or AUDITOR for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. AUDITOR agrees to provide immediate notice to City of any claim or loss against AUDITOR arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right(but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. D-4 ACOROf CERTIFICATE OF LIABILITY INSURANCE DATE �/ 10/12/2022y 10/12/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, 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)$). PRODUCER CONTACT NAME. Affinity Insurance Services PNONE FAX - 1100 Virginia Drive, Suite 250 tA1C No EYy _ (AIC. Not: Fort Washington, PA 19034 ADDRESS,- MED EXP 0,Dna per®nl S INSURERS) AFFORDING COVERAGE �_ NAIC# INSURERA: Continental Casualty Company 20443 INSURED _ INSURER B: Continental Casualty Company 20443 Lance, Soil & Lunghard, LLP PERSONAL BADV INJURY S 203 N Brea Boulevard INSURERC _ - Suite: 203 INSURER D Brea, CA 92821-4056 INSURER E GENERAL AGGREGATE S INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMRER! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY 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. IL TR TYPEOFINSURANCE 'ADM SIRD SUER WO) ppLM:Y NUM89t PCIUKYEFF POLICY EXP USMr9 COMMERCAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE S DAMAGE TO RENTED PREMISES oaurmrwe S MED EXP 0,Dna per®nl S PERSONAL BADV INJURY S GENERAL AGGREGATE S GENL AGGREGATE U MIT APPLIES PER. POLICY [_]JEC`r LOC PRODUCTS-COMPUOP AGG $ $ OTHER I AUTOMOSILELIABILRY --- MSIR LE LIMIT S ANY AUTO BODILY INJURY (Per Paraan) S _ OWNED SCHEDULED AUTOS ONLY BODILY INJURY (Per aoideMl S __AUTOS HIRED NON-0WNED AUTOS ONLY AUTOS GIRL PROPERTYDAMAGE '.� tMj�r �k j S S UMSRELLALIAB OCCUR EACH OCCURRENCE S EJCESSUABCLAIMS-MADE AGGREGATE S -_. __— _ _.—..— DED RETENTION$ S WORXERSCOMPEIISATION PER 1 —7671 AND EMPLOYERS LIABILITY YIN ANWROPRIETORrPARTNERIEXECUTIVE CFFICER/MEMEEREXCLUDr ❑ N/A E. L. EACH ACGDENT S -- (MaMatolylnNH) E L. DISEASE EA EMPLOY S If yes. describe under - - - _--— -- DESCRIPTION OF OPERATIONS balcrr E. L. DISEASE - POLICY LIMIT S A Professional Liability APL -275513554 10/122022 10/12/2023 Per Claim/Aggregate 1,000,000/$1,000,00 B Network Security & Liability APL -275513554 10/12/2022 10/12/2023 Aggregate $1,000,00 Limits shown are as requeste DESCRIPTION OF OPERATIONSI LOCATIONS/ VEHICLES (ACORD 101, Addmmnal Remarks Schedule, may be aaachea S Man SINWm is raamred) City of Rosemead c/o Pead Lieu 8838 E Valley Blvd Rosemead, CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Affinity Insurance Services, Inc. ©1988-2015 ACOR D COR PO RATION- Allriahts ACORD 25 (2016)03) The ACORD name and logo are registered marks of ACORD