The URL can be used to link to this page

Home My WebLink AboutBrother Benno Foundation; 2026-06-24; PSA27-001HML Page 1 City Attorney Approved Version 10/23/2025 PSA27-001HML AGREEMENT FOR HOMELESS PREVENTION SERVICES BROTHER BENNO’S FOUNDATION THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, and effective on July 1, 2026, by and between the City of Carlsbad, California, a municipal corporation ("City") and Brother Benno Foundation, a California Nonprofit Public Benefit Corporation, ("Contractor"). RECITALS A. City requires the professional services of an organization that is experienced in providing homeless prevention services; and B. Contractor has the necessary experience in providing professional services and advice related to homeless prevention services, and has provided these services and met expected contract outcomes and performance objectives; and C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. STATEMENT OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement is for a period of one (1) year from the effective date above. The Housing & Homeless Services Director may amend the Agreement to extend it for four (4) additional one (1) year or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 June 24th Page 2 City Attorney Approved Version 10/23/2025 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty thousand dollars ($20,000), as described in Fee Schedule attached as Exhibit “B”. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed $20,000 dollars ($20,000) per Agreement year. Payment terms are Net 30 unless otherwise agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any negligence, recklessness, or willful misconduct of Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 Page 3 City Attorney Approved Version 10/23/2025 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 Page 4 City Attorney Approved Version 10/23/2025 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 Page 5 City Attorney Approved Version 10/23/2025 documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 City Attorney Approved Version 10/23/2025 Page 6 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 City Attorney Approved Version 10/23/2025 Page 7 Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 City Attorney Approved Version 10/23/2025 Page 8 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. (SIGNATURES ON NEXT PAGE) Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 City Attorney Approved Version 10/23/2025 Page 9 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2026. of the State of California Nonprofit Public Benefit Corporation APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ C. Dalton Sorich, Assistant City Attorney (END OF SIGNATURES) Exhibits: Exhibit A: Statement of Work Exhibit B: Fee Schedule Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 23rd day July p tWl fl¼JJDJ!VtAV'tJ.., City Attorney Approved Version 10/23/2025 Page 10 EXHIBIT A STATEMENT OF WORK Contractor shall provide the following Statement of Work: A. Services and Approach 1. Contractor shall abide by the strategies set forth in the Carlsbad Homeless Action Plan and any amendments thereto, which takes a community focused and collaborative approach to addressing the needs of those experiencing or at-risk of homelessness within the City of Carlsbad. 2. Provide homelessness prevention and intervention services for up to 60 Carlsbad individuals and families who may otherwise lose their housing without assistance. 3. Based on the individual or household’s need, services may include rental or utility assistance, or motel vouchers for stays of no more than 28 consecutive days. Payments should be made directly to the property owner, management company or utility company. 4. All Participant interactions and interventions shall be based on a Housing First approach, incorporating evidence-based practices such as trauma-informed care, motivational interviewing, harm reduction, supportive case management, and critical time intervention. 5. Diversion strategies shall be used with all Participants as appropriate. B. Meetings and Communication 1. Contractor shall maintain continuous communication with the City of Carlsbad’s Housing & Homeless Services Department and attend meetings convened by the City, including but not limited to: 1.1 Attend City organized partner collaboration meetings and abide by privacy and participation policies as determined by City. 1.2 Attend quarterly contract update meetings with City staff. 1.3 Maintain responsive and timely communication, both written and verbal, with the City’s Housing and Homeless Services Departmental staff. 2. Work collaboratively with City staff to maximize partnerships with community service providers and community organizations to cultivate resources and stay connected to the changing needs of the community. C. Outcomes and Data 1. Serve at least 40 unduplicated Carlsbad residents annually. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 City Attorney Approved Version 10/23/2025 Page 11 2. Provide quarterly and annual reports to City staff by the 15th of the month following the end of the previous quarter on October 15, January 15, April 15, and July 15. Reporting should include a list of households served and what service(s) they received. 3. At minimum, provide the following data on quarterly reports, or as otherwise specified within the City-approved data reporting template: 3.1 Number of unduplicated individuals served for the reporting period and year to date 3.2 Number of unduplicated individuals served from Carlsbad for the reporting period and year to date. 3.3 Number of unduplicated individuals from Carlsbad receiving assistance for the following services, and the amount of assistance provided: a. Rental Assistance b. Utility Assistance c. Motel Vouchers d. Move-in Assistance D. Budget and Expenditure Reporting 1. Contractor shall utilize funding to help households remain safely housed by supporting urgent rental arrears, utility payments, direct rental assistance, short-term motel stays and move-in assistance to prevent or divert homelessness. 2. All billing invoices shall be submitted monthly and are due by the 15th of the month starting August 15, 2025. Contractor will submit monthly billing invoices with accompanying documentation for funds. E. General 1. Contractor shall comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, Section 8350 et seq.) and have a drug-free workplace by taking the following actions: 1.1 Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355, subdivision (a)(1). 1.2 Establish a Drug-Free Awareness Program, as required by Government Code Section 8355, subdivision (a)(2) to inform employees about all the following: a. The dangers of drug abuse in the workplace b. Contractor’s policy of maintaining a drug-free workplace c. Any available counseling, rehabilitation, and employee assistance program d. Penalties that may be imposed upon employees for drug abuse violations e. Provide, as required by Government Code Section 8355, subdivision (a)(3), that every employee that works under this Agreement: f. Will receive a copy of Contractor’s drug-free policy statement, and Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 City Attorney Approved Version 10/23/2025 Page 12 g. Will agree to abide by the terms of the drug-free policy as a condition of employment. 2. Contractor shall maintain a written grievance procedure, including a formal process for Participants to provide feedback and to resolve conflicts experienced within the program. 3. Contractor shall comply with all routine monitoring and program audits as requested by City. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 City Attorney Approved Version 10/23/2025 Page 13 EXHIBIT B FEE SCHEDULE Direct Rental Assistance Payments made directly to landlords on behalf of Carlsbad households at risk of Case Coordination verification, payment processing, documentation, recordkeeping, and client Total $20,000 Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/17/2026 License # 0C32169 (619) 937-0164 18058 The Brother Benno Foundation Inc. 3260 Production Avenue Oceanside, CA 92058 39152 A 1,000,000 X X PHPK2588938-003 10/1/2025 10/1/2026 1,000,000 20,000 1,000,000 2,000,000 2,000,000 1,000,000A X PHPK2588938-003 10/1/2025 10/1/2026 5,000,000A PHUB876967-003 10/1/2025 10/1/2026 5,000,000 10,000 B SATIS0328505 8/1/2025 8/1/2026 1,000,000 1,000,000 1,000,000 A Abuse & Molestation PHPK2588938-003 10/1/2025 Agg $2M, Occ $1M Ded 0 A Professional Liab.PHPK2588938-003 10/1/2025 10/1/2026 Agg $2M, Occ $1M Ded 0 RE: OPERATIONS OF THE NAMED INSURED AS CERTIFICATE HOLDERS INTEREST MAY APPEAR. THE CITY OF CARLSBAD, ITS OFFICIALS, EMPLOYEES, AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED WITH REGARDS TO GENERAL LIABILITY AND AUTO LIABILITY PER ATTACHED FORMS. PRIMARY AND NON-CONTRIBUTORY WORDING APPLIES WITH REGARDS TO THE GENERAL LIABILITY PER THE ATTACHED FORMS. WAIVER OF SUBROGATION APPLIES WITH REGARDS TO THE GENERAL LIABILITY PER THE ATTACHED FORMS. (cpp) CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 BROTBEN-01 CERTT3 Rancho Mesa Insurance Services, Inc. 2355 Northside Drive Suite 200San Diego, CA 92108 Philadelphia Indemnity Ins Co Service American Indemnity Company X 10/1/2026 X X X X X X X X X Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 ACORDe I ~ I I □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ PI-GLD-HS (10/11) Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # –Extended Reporting Period –Bail Bonds –Loss of Earnings –Janitorial Services Client Coverage –Newly Acquired Time Period –Medical Directors and Administrators –Managers and Supervisors (with Fellow Employee Coverage) –Broadened Named Insured –Funding Source –Home Care Providers –Managers, Landlords, or Lessors of Premises –Lessor of Leased Equipment –Grantor of Permits –Vendor –Franchisor –When Required by Contract –Owners, Lessees, or Contractors –State or Political Subdivisions POLICY NUMBER: PHPK2588938-003 A iti n l In r –Newl Acquired Tim P ri Am A iti n l In r –i l Dir t r n A mini tr t r In l A iti n l In r –ana ers and upervisors In l Emplo ee overa e A iti n l In r –Br n N m In r In l A iti n l In r –F n i ourc In l A iti n l In r –In l A iti n l In r –ana ers, Landlords, or Lessors o Premises In l A iti n l In r –Lessor o Leased Equipmen In l A iti n l In r –rantor o Permits In A iti n l I r –In l A iti n l In r –In l A iti n l In r –Wh n quired b ontrac In l A iti n l In r –wners, Lessees, or ontractors In l A iti n l In r –tate or Political ubdivisions In l 1 Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 L ~ ~ ~ 0 L l r 1 • I l r 1 • ' l L • L • c-: '7 r-.J 0 L ] ( 1 0 L 1 r 1 • L • L • c-::: ~ C--.J 0 C 1 r 1 • L 1 r 1 • L - PI-GLD-HS (10/11) Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company –includes Mental Anguish –includes Abuse of Process, Discrimination A. Extended Property Damage SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury “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. B. Limited Rental Lease Agreement Contractual Liability SECTION I – COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3)Based on the named insured’s request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter’s liability insurance of the client. C. Non-Owned Watercraft SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Trans er o Ri hts o Recover A ainst thers To Us lari icatio 1 Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 c-::: _J ~·-~ - PI-GLD-HS (10/11) Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (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, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word “fire” is changed to “fire, lightning, explosion, smoke, or leakage from automatic fire protective systems” where it appears in: a. The last paragraph of SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while 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 III – LIMITS OF INSURANCE. b. SECTION III – LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V – DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: 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, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I – COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a “violation(s)” of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any “suit,” “investigation,” or “civil proceeding” seeking these damages. However, we will have no duty to defend the insured against any “suit” seeking damages, “investigation,” or “civil proceeding” to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate “violation(s)” by any insured. b. Criminal Acts Any “violation” which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V – DEFINITIONS is amended to include the following additional definitions: a. “Civil proceeding” means an action by the Department of Health and Human Services (HHS) arising out of “violations.” b. “Investigation” means an examination of an actual or alleged “violation(s)” by HHS. However, “investigation” does not in clude a Compliance Review. c. “Violation” means the actual or alleged failure to comply with the regulations included in the HIPAA. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company G. Medical Payments – Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I – COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I – COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. 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 $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an “employee” in a criminal proceeding occurring in the course of employment. The most we will pay for any “employee” who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of “employees,” claims or “suits” brought or persons or organizations making claims or bringing “suits. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company K. Key and Lock Replacement – Janitorial Services Client Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the “clients” premises due to theft or other loss to keys entrusted to you by your “client,” up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, “employees”, “managers”, directors, trustees, authorized representatives or any one to whom you entrust the keys of a “client” for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II – WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators – Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors – Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your “employees” are also insureds for “bodily injury” to a co - “employee” while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured – Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source – Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers – At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises – Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any “occurrence” which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment – Automatic Status When Required in Lease Agreement With You – Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company organization is an insured only with respect to liability for “bodily injury,” “property damage” or “personal and advertising injury” c aused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person’s or organization’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any “occurrence” which takes place after the equipment lease expires. h. Grantors of Permits – Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors – 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, subject to the following additional exclusions: (1) The insurance afforded the vendor 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; Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company (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 Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor – Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract – Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations l. Owners, Lessees or Contractors – Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company m. State or Political Subdivisions – Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the “occurrence” or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer’s rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury – Mental Anguish SECTION V – DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: “Bodily injury” means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury – Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of “personal and advertising injury” is amended as follows: 1. SECTION V – DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V – DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GLD-HS (10/11) Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 IL 00 17 11 98 IL 00 17 11 98 Copyright, Insurance Services Office, Inc.,1998 Page 1 of 1 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1.The first Named Insured shown in the Declara- tions may cancel this policy by mailing or de- livering to us advance written notice of cancel- lation. 2.We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b.30 days before the effective date of cancel- lation if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be suf- ficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1.We have the right to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. 3.Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4.Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1.Is responsible for the payment of all premiums;and 2.Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named in- sured. If you die, your rights and duties will be trans- ferred to your legal representative but only while acting within the scope of duties as your legal rep- resentative. Until your legal representative is ap- pointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. POLICY NUMBER: PHPK2588938-003 A.Cancellation 2.We may cancel this policy by mailing or deliv-y p y y g ering to the first Named Insured written noticeg of cancellation at least: a.10 days before the effective date of cancel-y lation if we cancel for nonpayment of pre- mium; or b.30 days before the effective date of cancel-y lation if we cancel for any other reason. Docusign Envelope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±/RVVRI(DUQLQJV SHUGD\)HOORZ(PSOR\HH&RYHUDJH$PHQGHG7RZLQJSHUGLVDEOHPHQW*ODVV%UHDNDJH:LQGVKLHOGVDQG:LQGRZV 1RGHGXFWLEOHDSSOLHV7UDQVSRUWDWLRQ([SHQVHVSHUGD\PD[LPXP+LUHG$XWR3K\VLFDO'DPDJH±/RVVRI8VH SHUGD\PD[LPXP+LUHG$XWR3K\VLFDO'DPDJH$&9RUUHSDLURUUHSODFHPHQWRIWKHYHKLFOHZKLFKHYHULVOHVV 3HUVRQDO(IIHFWV 5HQWDO5HLPEXUVHPHQWSHUGD\GD\V $FFLGHQWDO'LVFKDUJH±$LU%DJ$PHQGHG (OHFWURQLF(TXLSPHQW 2ULJLQDO(TXLSPHQW0DQXIDFWXUHU3DUWV5HSODFHPHQW,QFOXGHG $XWR/RDQ/HDVH*DS&RYHUDJH$PHQGHG2QH&RPSUHKHQVLYH&RYHUDJH'HGXFWLEOH3HU2FFXUUHQFH$PHQGHG 1RWLFHRIDQG.QRZOHGJHRI2FFXUUHQFH$PHQGHG %ODQNHW:DLYHURI6XEURJDWLRQ$PHQGHGDVUHTXLUHGE\ZULWWHQFRQWUDFW 8QLQWHQWLRQDO(UURUVRU2PLVVLRQV$PHQGHG 0HQWDO$QJXLVK±%RGLO\,QMXU\5HGHILQHG $PHQGHG POL*$:/6.#&3PHPK2588938-003 J SS :K L $Q,Q U Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 l J I t 3,&$ 3DJHRI3KLODGHOSKLD,QGHPQLW\,QVXUDQFH&RPSDQ\,QFOXGHVFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ , /,$%,/,7<&29(5$*((;7(16,216 $ :KR,V$Q,QVXUHG 6(&7,21,,±/,$%,/,7<&29(5$*($&RYHUDJH:KR,V$Q,QVXUHGLVDPHQGHGE\DGGLQJWKHIROORZLQJ 7KHIROORZLQJDUHDOVRLQVXUHGV %RDUG0HPEHUV±%RDUGPHPEHUVRUWKHLUVSRXVHVZKLOHUHQWLQJDYHKLFOHZKLOHRQEXVLQHVVIRUWKHQDPHGLQVXUHG 1HZO\$FTXLUHG(QWLWLHV±$Q\EXVLQHVVHQWLW\QHZO\DFTXLUHGRUIRUPHGE\\RXGXULQJWKHSROLF\SHULRGSURYLGHG\RXRZQRUPRUHRIWKHEXVLQHVVHQWLW\DQGWKHEXVLQHVVHQWLW\LVQRWVHSDUDWHO\LQVXUHGIRU%XVLQHVV$XWR&RYHUDJH&RYHUDJHLVH[WHQGHGXSWRDPD[LPXPRIGD\VIROORZLQJWKHDFTXLVLWLRQRUWKHIRUPDWLRQRIWKHEXVLQHVVHQWLW\ 'HVLJQDWHG,QVXUHG±$Q\SHUVRQRURUJDQL]DWLRQGHVLJQDWHGE\WKH³LQVXUHG´LVDQLQVXUHGIRU/LDELOLW\&RYHUDJHEXWRQO\WRWKHH[WHQWWKDWSHUVRQRURUJDQL]DWLRQTXDOLILHVDVDQLQVXUHGXQGHUWKH:KR,V$Q,QVXUHG3URYLVLRQFRQWDLQHGLQ6(&7,21,,RIWKH&RYHUDJH)RUP /HVVRURI/HDVHG$XWRV±7KHOHVVRURID³OHDVHGDXWR´LVDQ³LQVXUHGRQO\IRUERGLO\LQMXU\RUSURSHUW\GDPDJHUHVXOWLQJIURPWKHDFWVRURPLVVLRQVE\ D<RX E$Q\RI\RXUHPSOR\HHVRUDJHQWVRU F$Q\SHUVRQH[FHSWWKHOHVVRURUDQ\HPSOR\HHRUDJHQWRIWKHOHVVRURSHUDWLQJD ³OHDVHGDXWR´ZLWKWKHSHUPLVVLRQRIDQ\RIWKHDERYH $Q\³OHDVHGDXWR´LQWKHSROLF\VFKHGXOHZLOOEHFRQVLGHUHGDFRYHUHGDXWR\RXRZQDQGQRWDFRYHUHGDXWR\RXKLUHRUERUURZ 7KHFRYHUDJHVSURYLGHGXQGHUWKLVHQGRUVHPHQWDSSO\WRDQ\³OHDVHGDXWR´LQWKHSROLF\VFKHGXOHXQWLOWKHH[SLUDWLRQGDWHRIWKHOHDVHRUZKHQWKHOHVVRURUKLVRUKHUDJHQWWDNHVSRVVHVVLRQRIWKH³OHDVHGDXWR´ZKLFKHYHURFFXUVILUVW ³/HDVHGDXWR´PHDQVDQ³DXWR´OHDVHGRUUHQWHGWR\RXLQFOXGLQJDQ\VXEVWLWXWHUHSODFHPHQWRUH[WUD³DXWR´QHHGHGWRPHHWVHDVRQDORURWKHUQHHGVXQGHUDOHDVLQJRUUHQWDODJUHHPHQWWKDWUHTXLUHV\RXWRSURYLGHGLUHFWSULPDU\LQVXUDQFHIRUWKHOHVVRU % &RVWRI%DLO%RQGV 6(&7,21,,±/,$%,/,7<&29(5$*($&RYHUDJH&RYHUDJH([WHQVLRQVD 6XSSOHPHQWDU\3D\PHQWV,WHPLVGHOHWHGLQLWVHQWLUHW\DQGUHSODFHGZLWKWKHIROORZLQJ 8SWRIRUFRVWRIEDLOERQGVLQFOXGLQJERQGVIRUUHODWHGWUDIILFODZYLRODWLRQVUHTXLUHGEHFDXVHRIDQDFFLGHQWZHFRYHU:HGRQRWKDYHWRIXUQLVKWKHVHERQGV & 5HDVRQDEOH([SHQVHV 6(&7,21,,±/,$%,/,7<&29(5$*($&RYHUDJH&RYHUDJH([WHQVLRQVD 6XSSOHPHQWDU\3D\PHQWV,WHPLVGHOHWHGLQLWVHQWLUHW\DQGUHSODFHGZLWKWKHIROORZLQJ Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 3,&$ 3DJHRI3KLODGHOSKLD,QGHPQLW\,QVXUDQFH&RPSDQ\,QFOXGHVFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ $OOUHDVRQDEOHH[SHQVHVLQFXUUHGE\WKHLQVXUHGDWRXUUHTXHVWLQFOXGLQJDFWXDO ORVVRIHDUQLQJVXSWRDGD\EHFDXVHRIWLPHRIIIURPZRUN ' )HOORZ(PSOR\HH&RYHUDJH 6(&7,21,,±/,$%,/,7<&29(5$*(%([FOXVLRQV)HOORZ(PSOR\HHLVGHOHWHGLQLWVHQWLUHW\DQGUHSODFHGE\WKHIROORZLQJ %RGLO\LQMXU\WRDQ\IHOORZHPSOR\HHRIWKHLQVXUHGDULVLQJRXWRIDQGLQWKHFRXUVHRIWKHIHOORZHPSOR\HH VHPSOR\PHQWRUZKLOHSHUIRUPLQJGXWLHVUHODWHGWRWKHFRQGXFWRI\RXUEXVLQHVV +RZHYHUWKLVH[FOXVLRQGRHVQRWDSSO\WRDQ\PDQDJHURURIILFHURI\RXUFRPSDQ\ ,, 3+<6,&$/'$0$*(&29(5$*((;7(16,216 $ 7RZLQJ 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*($&RYHUDJH7RZLQJLVGHOHWHGLQLWV HQWLUHW\DQGUHSODFHGZLWKWKHIROORZLQJ 7RZLQJ :HZLOOSD\XSWRIRUWRZLQJDQGODERUFRVWVLQFXUUHGHDFKWLPHDFRYHUHGDXWRLV GLVDEOHG+RZHYHUWKHODERUPXVWEHSHUIRUPHGDWWKHSODFHRIGLVDEOHPHQW1RGHGXFWLEOH DSSOLHVWRWKLVHQKDQFHPHQW % *ODVV%UHDNDJH 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*($&RYHUDJH*ODVV%UHDNDJH±+LWWLQJ $%LUG2U$QLPDO±)DOOLQJ2EMHFWV2U0LVVLOHVLVDPHQGHGE\DGGLQJWKHIROORZLQJ 1RGHGXFWLEOHDSSOLHVWRORVVWRJODVVXVHGLQWKHZLQGVKLHOGRUZLQGRZV & 7UDQVSRUWDWLRQ([SHQVHV 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*($&RYHUDJH&RYHUDJH([WHQVLRQVD 7UDQVSRUWDWLRQ([SHQVHVLVGHOHWHGLQLWVHQWLUHW\DQGUHSODFHGZLWKWKHIROORZLQJ D 7UDQVSRUWDWLRQ([SHQVHV :HZLOOSD\XSWRSHUGD\WRDPD[LPXPRIIRUWHPSRUDU\WUDQVSRUWDWLRQH[SHQVHVLQFXUUHGE\\RXEHFDXVHRID³ORVV´WRDFRYHUHG³DXWR´:HZLOOSD\IRUWHPSRUDU\WUDQVSRUWDWLRQH[SHQVHVLQFXUUHGGXULQJWKHSHULRGEHJLQQLQJKRXUVDIWHUWKH³ORVV´DQGHQGLQJUHJDUGOHVVRIWKHSROLF\¶VH[SLUDWLRQZKHQWKHFRYHUHG³DXWR´LVUHWXUQHGWRXVHRUZHSD\IRULWV³ORVV´ ' +LUHG$XWR3K\VLFDO'DPDJH±/RVVRI8VH 7KHODVWVHQWHQFHRI6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*($&RYHUDJH &RYHUDJH([WHQVLRQVE/RVVRI8VH([SHQVHVLVGHOHWHGLQLWVHQWLUHW\DQGUHSODFHGZLWKWKHIROORZLQJ +RZHYHUWKHPRVWZHZLOOSD\IRUDQ\H[SHQVHVIRUORVVRIXVHLVSHUGD\WRD PD[LPXPRI Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 3,&$ 3DJHRI3KLODGHOSKLD,QGHPQLW\,QVXUDQFH&RPSDQ\,QFOXGHVFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ ( +LUHG$XWR3K\VLFDO'DPDJH 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*($&RYHUDJH&RYHUDJH([WHQVLRQVLVDPHQGHGE\DGGLQJWKHIROORZLQJH[WHQVLRQ +LUHG$XWR3K\VLFDO'DPDJH $Q\DXWR\RXOHDVHKLUHUHQWRUERUURZIURPVRPHRQHRWKHUWKDQ\RXU³HPSOR\HHV´RUSDUWQHUVRUPHPEHUVRIWKHLUKRXVHKROGLVDFRYHUHGDXWRIRUHDFKRI\RXUSK\VLFDOGDPDJHFRYHUDJHV 7KHPRVWZHZLOOSD\IRUDQ\³ORVV´LQDQ\RQH³DFFLGHQW´LVWKH$&9RUWKHFRVWIRUUHSDLURUUHSODFHPHQWRIWKHYHKLFOHZKLFKHYHULVOHVV )RUHDFKFRYHUHG³DXWR´RXUREOLJDWLRQWRSD\ZLOOEHUHGXFHGE\DGHGXFWLEOHRIIRU&RPSUHKHQVLYH&RYHUDJHDQGIRU&ROOLVLRQ&RYHUDJH ) 3HUVRQDO(IIHFWV&RYHUDJH 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*($&RYHUDJH&RYHUDJH([WHQVLRQVLVDPHQGHGE\DGGLQJWKHIROORZLQJH[WHQVLRQ 3HUVRQDO(IIHFWV&RYHUDJH :HZLOOSD\XSWRIRU³ORVV´WRSHUVRQDOHIIHFWVZKLFKDUH 2ZQHGE\DQ³LQVXUHG´DQG ,QRURQ\RXUFRYHUHG³DXWR´ 7KLVFRYHUDJHDSSOLHVRQO\LQWKHHYHQWRIWKHWRWDOWKHIWRI\RXUFRYHUHG³DXWR´1RGHGXFWLEOHDSSOLHVWRWKLVFRYHUDJH * 5HQWDO5HLPEXUVHPHQW 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*($&RYHUDJH&RYHUDJH([WHQVLRQVLVDPHQGHGE\DGGLQJWKHIROORZLQJH[WHQVLRQ 5HQWDO5HLPEXUVHPHQW&RYHUDJH :HZLOOSD\XSWRSHUGD\IRUXSWRGD\VIRUUHQWDOUHLPEXUVHPHQWH[SHQVHVLQFXUUHGE\\RXIRUWKHUHQWDORIDQ³DXWR´EHFDXVHRI³ORVV´WRDFRYHUHG³DXWR´ :HZLOODOVRSD\XSWRIRUUHDVRQDEOHDQGQHFHVVDU\H[SHQVHVLQFXUUHGE\\RXWRUHPRYHDQGUHSODFH\RXUPDWHULDOVDQGHTXLSPHQWIURPWKHFRYHUHG³DXWR´ ,I³ORVV´UHVXOWVIURPWKHWRWDOWKHIWRIDFRYHUHG³DXWR´ZHZLOOSD\XQGHUWKLVFRYHUDJHRQO\WKDWDPRXQWRI\RXUUHQWDOUHLPEXUVHPHQWH[SHQVHVZKLFKLVQRWDOUHDG\SURYLGHGXQGHU,WHP,,,& 7UDQVSRUWDWLRQ([SHQVHVRIWKLVHQGRUVHPHQW + $FFLGHQWDO'LVFKDUJH±$LUEDJ&RYHUDJH 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*(%([FOXVLRQV3DUDJUDSKLVDPHQGHGE\ DGGLQJWKHIROORZLQJH[FHSWLRQ Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 3,&$ 3DJHRI3KLODGHOSKLD,QGHPQLW\,QVXUDQFH&RPSDQ\,QFOXGHVFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ 7KLVH[FOXVLRQGRHVQRWDSSO\WRWKHDFFLGHQWDOGLVFKDUJHRIDQDLUEDJ7KLVFRYHUDJHLVH[FHVVRIDQ\RWKHUFROOHFWLEOHLQVXUDQFHRUZDUUDQW\1RGHGXFWLEOHDSSOLHVWRWKLV FRYHUDJH , (OHFWURQLF(TXLSPHQW&RYHUDJH 7KHIROORZLQJVXSHUVHGHVDQ\WKLQJWRWKHFRQWUDU\LQ6(&7,21,,,±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³ORVV´WRULVNPDQDJHPHQWRUPRQLWRULQJHTXLSPHQWDXGLRYLVXDORUGDWDHOHFWURQLFHTXLSPHQWWKDWLVQRWGHVLJQHGVROHO\IRUWKHUHSURGXFWLRQRIVRXQGDQGDQ\DFFHVVRULHVXVHGZLWKWKLVHTXLSPHQWDVDUHVXOWRIDQ\RQH³DFFLGHQW´LVWKHOHDVWRI D7KHDFWXDOFDVKYDOXHRIWKHGDPDJHGRUVWROHQSURSHUW\DWWKHWLPHRIWKH³ORVV´ E7KHFRVWRIUHSDLULQJRUUHSODFLQJWKHGDPDJHGRUVWROHQSURSHUW\ZLWKRWKHUSURSHUW\RIOLNHNLQGDQGTXDOLW\RU F 7KLV FRYHUDJHZLOOQRWDSSO\LIWKHUHLVRWKHULQVXUDQFHSURYLGHGE\WKLVSROLF\IRUWKHDERYHGHVFULEHGHOHFWURQLFHTXLSPHQW:HZLOOKRZHYHUSD\DQ\GHGXFWLEOHXSWRWKDWLVDSSOLFDEOHXQGHUWKHSURYLVLRQVRIWKHRWKHULQVXUDQFH - 2ULJLQDO(TXLSPHQW0DQXIDFWXUHU2(03DUWV5HSODFHPHQW 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*(& /LPLWRI,QVXUDQFH3DUDJUDSKLVDPHQGHGWRLQFOXGH +RZHYHULIWKHFRYHUHG³DXWR´KDVOHVVWKDQPLOHVRQLWVRGRPHWHUWKHQWKHIROORZLQJFRQGLWLRQZLOODSSO\ :HZLOOSD\WKHFRVWWRUHSODFHWKHGDPDJHGSDUWVH[FOXGLQJJODVVDQGPHFKDQLFDOSDUWVZLWKQHZ2ULJLQDO(TXLSPHQW0DQXIDFWXUHUUHSODFHPHQWSDUWVLIWKHGDPDJHGSDUWVFDQQRWEHUHSDLUHG . $XWR/RDQ/HDVH*DS3URWHFWLRQ 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*(& /LPLWRI,QVXUDQFHLVDPHQGHGWRLQFOXGHWKHIROORZLQJ ,QWKHHYHQWRI³ORVV´WRDFRYHUHG³DXWR´WKDWLVORDQHGRUOHDVHGWRDQ³LQVXUHG´ D 7KHPRVWZHZLOOSD\IRU³ORVV´LQDQ\RQH³DFFLGHQW´LVWKHOHVVHURI Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 3,&$ 3DJHRI3KLODGHOSKLD,QGHPQLW\,QVXUDQFH&RPSDQ\,QFOXGHVFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ 7KHDFWXDOFDVKYDOXHRIWKHGDPDJHGRUVWROHQSURSHUW\DVRIWKHWLPHRIWKH³ORVV´RU 7KHFRVWRIUHSDLULQJRUUHSODFLQJWKHGDPDJHGRUVWROHQSURSHUW\ZLWKRWKHUSURSHUW\RIOLNHNLQGDQGTXDOLW\ E 2XU/LPLWRI,QVXUDQFHIRU³WRWDOORVV´ZLOOEHWKHJUHDWHURI 7KHEDODQFHGXHXQGHUWKHWHUPVRIWKHOHDVHRUORDQWRZKLFK\RXUDXWRLVVXEMHFWEXWQRWLQFOXGLQJ D 3DVWGXHSD\PHQWV E )LQDQFLDOSHQDOWLHVLPSRVHGXQGHUWKHOHDVH F 6HFXULW\GHSRVLWVQRWUHIXQGHG G &RVWVIRUH[WHQGHGZDUUDQWLHVRULQVXUDQFHRU H )LQDOSD\PHQWGXHXQGHUD³EDOORRQORDQ´RU $FWXDOFDVKYDOXHRIWKHVWROHQRUGDPDJHGSURSHUW\ $QDGMXVWPHQWIRUGHSUHFLDWLRQDQGSK\VLFDOFRQGLWLRQZLOOEHPDGHLQGHWHUPLQLQJDFWXDOFDVKYDOXHDWWKHWLPHRI³ORVV´ F $GGLWLRQDO'HILQLWLRQV ³7RWDOORVV´IRUWKHSXUSRVHRIWKLVFRYHUDJHPHDQVDORVVLQZKLFKWKHHVWLPDWHGFRVWRIUHSDLUVSOXVWKHVDOYDJHYDOXHH[FHHGVWKHDFWXDOFDVKYDOXH ³%DOORRQORDQ´LVRQHZLWKSHULRGLFSD\PHQWVWKDWDUHLQVXIILFLHQWWRUHSD\WKHEDODQFHRYHUWKHWHUPRIWKHORDQWKHUHE\UHTXLULQJDODUJHILQDOSD\PHQW G $GGLWLRQDO&RQGLWLRQV 7KLVFRYHUDJHZLOODSSO\RQO\WRWKHRULJLQDOOHDVHRUORDQZULWWHQRQ\RXUFRYHUHG³DXWR´,QRUGHUIRUWKLVFRYHUDJHWRDSSO\OHDVHG³DXWRV´PXVWEHOHDVHGRUUHQWHGWR\RXXQGHUDOHDVLQJRUUHQWDODJUHHPHQWIRUDSHULRGRIQRWOHVVWKDQVL[PRQWKVZKLFKUHTXLUHV\RXWRSURYLGHGLUHFWSULPDU\LQVXUDQFHIRUWKHEHQHILWRIWKHOHVVRU / 2QH&RPSUHKHQVLYH&RYHUDJH'HGXFWLEOH 6(&7,21,,,±3+<6,&$/'$0$*(&29(5$*(' 'HGXFWLEOHLVDPHQGHGE\DGGLQJWKHIROORZLQJ 2QO\RQH&RPSUHKHQVLYH&RYHUDJH'HGXFWLEOHSHURFFXUUHQFHZLOODSSO\WRDQ\³ORVV´UHVXOWLQJIURPDFRYHUHGSHULO )RUWKHSXUSRVHRIWKLVH[WHQVLRQRFFXUUHQFHPHDQVDVLQJOHLQFLGHQWLQFOXGLQJFRQWLQXRXVRUUHSHDWHGH[SRVXUHWRVXEVWDQWLDOO\WKHVDPHJHQHUDOKDUPIXOFRQGLWLRQVZLWKLQDKRXUSHULRG Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 3,&$ 3DJHRI3KLODGHOSKLD,QGHPQLW\,QVXUDQFH&RPSDQ\,QFOXGHVFRS\ULJKWHGPDWHULDORI,QVXUDQFH6HUYLFHV2IILFH,QFZLWKLWVSHUPLVVLRQ ,,, %86,1(66$872&21',7,216 $ 1RWLFHDQG.QRZOHGJHRI2FFXUUHQFH 6(&7,21,9±%86,1(66$872&21',7,216$/RVV&RQGLWLRQV 'XWLHV,Q7KH(YHQW 2I$FFLGHQW&ODLP6XLW2U/RVV3DUDJUDSKDLVGHOHWHGLQLWVHQWLUHW\DQGUHSODFHGZLWKWKHIROORZLQJ D,QWKHHYHQWRI³DFFLGHQW´FODLP³VXLW´RU³ORVV´\RXPXVWJLYHXVRURXUDXWKRUL]HGUHSUHVHQWDWLYHSURPSWQRWLFHRIWKH³DFFLGHQW´RU³ORVV´,QFOXGH +RZZKHQDQGZKHUHWKH³DFFLGHQW´RU³ORVV´RFFXUUHG 7KH³LQVXUHG¶V´QDPHDQGDGGUHVVDQG 7RWKHH[WHQWSRVVLEOHWKHQDPHVDQGDGGUHVVHVRIDQ\LQMXUHGSHUVRQVDQGZLWQHVVHV <RXUGXW\WRJLYHXVRURXUDXWKRUL]HGUHSUHVHQWDWLYHSURPSWQRWLFHRIWKH³DFFLGHQW´RU³ORVV´DSSOLHVRQO\ZKHQWKH³DFFLGHQW´RU³ORVV´LVNQRZQWR <RXLI\RXDUHDQLQGLYLGXDO $SDUWQHULI\RXDUHDSDUWQHUVKLSRU $QH[HFXWLYHRIILFHURULQVXUDQFHPDQDJHULI\RXDUHDFRUSRUDWLRQ % %ODQNHW:DLYHU2I6XEURJDWLRQ 6(&7,21,9±%86,1(66$872&21',7,216$/RVV&RQGLWLRQV 7UDQVIHU2I5LJKWV2I 5HFRYHU\$JDLQVW2WKHUV7R8VLVDPHQGHGE\DGGLQJWKHIROORZLQJH[FHSWLRQ +RZHYHUZHZDLYHDQ\ULJKWRIUHFRYHU\ZHPD\KDYHDJDLQVWDQ\SHUVRQRURUJDQL]DWLRQEHFDXVHRISD\PHQWVZHPDNHIRU³ERGLO\LQMXU\´RU³SURSHUW\GDPDJH´DULVLQJRXWRIWKHRSHUDWLRQRIDFRYHUHG³DXWR´ZKHQ\RXKDYHDVVXPHGOLDELOLW\IRUVXFK³ERGLO\LQMXU\´RU³SURSHUW\GDPDJH´XQGHUDQ³LQVXUHGFRQWUDFW´ & 8QLQWHQWLRQDO(UURUVRU2PLVVLRQV 6(&7,21,9±%86,1(66$872&21',7,216%*HQHUDO&RQGLWLRQV &RQFHDOPHQW 0LVUHSUHVHQWDWLRQ2U)UDXGLVDPHQGHGE\DGGLQJWKHIROORZLQJ 7KHXQLQWHQWLRQDORPLVVLRQRIRUXQLQWHQWLRQDOHUURULQDQ\LQIRUPDWLRQJLYHQE\\RXVKDOOQRWSUHMXGLFH\RXUULJKWVXQGHUWKLVLQVXUDQFH+RZHYHUWKLVSURYLVLRQGRHVQRWDIIHFWRXUULJKWWRFROOHFWDGGLWLRQDOSUHPLXPRUH[HUFLVHRXUULJKWRIFDQFHOODWLRQRUQRQUHQHZDO ,9 '(),1,7,216 $ 0HQWDO$QJXLVK 6(&7,219±'(),1,7,216&%RGLO\LQMXU\LVDPHQGHGE\DGGLQJWKHIROORZLQJ ³%RGLO\LQMXU\´DOVRLQFOXGHVPHQWDODQJXLVKEXWRQO\ZKHQWKHPHQWDODQJXLVKDULVHVIURPRWKHUERGLO\LQMXU\VLFNQHVVRUGLVHDVH Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102 PI-GL-005 (07/12) Page of Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: Name of Person or Organization (Additional Insured): SECTION II – WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for “bodily injury,” “property damage” or “personal and advertising injury” arising out of or relating to your negligence in the performance of “your work” for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or ”occurrence” we cover for this Additional Insured. The Additional Insured’s limits of insurance do not increase our limits of insurance, as described in SECTION III – LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. additional insured as required by contract 10/01/2025 1 1 POLICY NUMBER: PHPK2588938-003 Docusign Envelope ID: B7973D1E-BBFA-8128-82EB-14F7C7E73102