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Willdan Financial Services; 2021-08-19; FIN2202
City Attorney Approved Version 6/12/18 1 AGREEMENT FOR ARBITRAGE REBATE SERVICES WILLDAN FINANCIAL SERVICES THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Willdan Financial Services, a California corporation, ("Contractor”). RECITALS City requires the professional services of a firm that is experienced in Arbitrage Rebate Services. Contractor has the necessary experience in providing these professional services, 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 herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A” (for bond issue Community Facilities District No. 3, Improvement Area 2), attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of six (6) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be two thousand two hundred dollars ($2,200). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” Payment for services will be due upon the completion of arbitrage services for Community Facilities District No. 3, Improvement Area 2. 4. STATUS OF CONTRACTOR Contractor will perform the Services 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 results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation 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. DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F 19thAugust21 City Attorney Approved Version 6/12/18 2 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. 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. For City For Contractor Name Roxanne Muhlmeister Name Dave Davies Title Assistant Finance Director Title Assistant Director Department Finance Address 27368 Via Industria, Suite 200 City of Carlsbad Temecula, CA 92590 Address 1635 Faraday Avenue Phone No. 951-587-3500 Carlsbad, CA 92008 Email ddavies@willdan.com Phone No. 760-573-9709 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. 8. 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. The Contractor shall report investments or interests in all categories. Yes No 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F City Attorney Approved Version 6/12/18 3 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F City Attorney Approved Version 6/12/18 4 15. 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Ryan Green, Finance Director Robert C. Fisher, Vice President (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON Rebekah Smith, Assistant Secretary City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: Assistant City Attorney DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES Contractor will perform and the deliverables Contractor will provide as part of Contractor’s Arbitrage Rebate Services: TEAM: The Federal Compliance Division of Willdan Financial Services is staffed with experts in tax rules, municipal credit analysis, securities law and electronic reporting, who understand the importance of meeting federal compliance requirements on time and in full. The following Contractor team members will be assigned to the project: David Davies – Assistant Director Steve Bearce – Assistant Director SCOPE OF SERVICES: Task 1: Define Compliance Needs and Provide Implementation Schedule Objective: Obtain bond documents, prior reports, and transactional data necessary to prepare arbitrage computations. Description: Willdan will review the bond documents and prior reports provided by the Client and assess the special elections made at issue and the availability of regulatory exceptions. Duration: Prior to computation date. Deliverable: Implementation schedule and access to online Compliance Management System. Task 2: Verify Bond Yield and Prepare Arbitrage Rebate and Yield Restriction Analysis Objective: Compute the cumulative arbitrage rebate liability and/or yield reduction payment accrual for each bond. Description: Utilizing data provided by the Client and authorized third parties, Willdan will: ▪ Verify the bond yield as stated on the 8038-G; ▪ Identify gross proceeds, transferred proceeds, replacement proceeds, and all other funds subject to arbitrage rebate compliance; ▪ Compute investment earnings, taking into account the proper allocation of commingled funds; ▪ Future value transactions to the computation date; ▪ Test for exceptions to rebate and penalty in-lieu requirements; ▪ Analyze unspent construction funds, overfunded reserves, and other events that may be in violation of Section 148(f) of the Internal Revenue code; DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F City Attorney Approved Version 6/12/18 6 ▪ Determine the yield reduction payment pursuant to Section 148(f) of the Internal Revenue Code; and ▪ Determine the cumulative arbitrage liability pursuant to Section 148(f) of the Internal Revenue Code. Duration: One (1) to three (3) weeks, depending upon the complexity of the financing. Deliverable: None. Task 3: Review and Assess Analysis Outcome Objective: Multi-tiered review of each prepared report and internal discussion of assumptions and opportunities to reduce the rebate liability. Description: Proper application of the arbitrage rebate regulations requires understanding the purpose of the financing and the investment and expenditure of bond proceeds. Once the mathematical analysis is complete, two (2) senior- level rebate consultants will perform a comprehensive review of the report noting computational assumptions and technical issues to be evaluated. If appropriate, these issues will be communicated to you. Duration: One (1) to two (2) weeks, depending upon the complexity of the financing. Deliverable: Possible discussion with your staff. Task 4: Conclusions, Recommendations, and Action Plan Objective: Develop conclusions, recommendations, and produce reports.. Description: WFS will deliver a cumulative inception to current bond year arbitrage rebate report for each bond under contract and, if warranted, will offer recommendations for actions to be taken including: ▪ Areas where allocation and accounting methodology could be enhanced; ▪ Identification of technologies not currently in use that may be applicable and appropriate for future consideration; ▪ Identification of obstacles or challenges that could prevent timely or accurate compliance; ▪ Instructions for filing IRS forms. Duration: One (1) week. Deliverable: Completed arbitrage rebate report for each bond under contract inclusive of: ▪ Executive Summary detailing the assumptions and methodology used; ▪ Summary Analysis of all relevant dates; ▪ Sources and uses of funds; ▪ Arbitrage yield and yield restriction requirements; ▪ Rebate liability summarized and by fund; ▪ Arbitrage/Investment Yield Comparison Graph; ▪ Rebate Calculations by fund; and ▪ Outstanding Investments Summary. DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F City Attorney Approved Version 6/12/18 7 Task 5: Review Results with Your Staff Objective: Discuss arbitrage rebate positions, opportunities, and possible areas of enforcement concern. Description: Key strategic and procedural issues will be discussed, as well as strengths and challenges relating to long-term debt compliance. Duration: One (1) week. Deliverable: Discussion with your staff. Task 6: File IRS Payment and Refund Requests Objective: Assist with filing arbitrage rebate payments and refund requests. Description: WFS will supply completed IRS forms and payment instructions, as needed. Duration: As needed. Deliverable: Completed IRS Payment and Refund Request Forms, with accompanying instructions. Task 7: Monitor Regulatory Enhancement and Enforcement Actions Objective: Willdan will help your staff stay abreast of regulatory interpretation and enforcement Description: Willdan requires analyst staff to participate in yearly continuing education events, and encourages discussion of current regulatory interpretation with clients. Depending upon the circumstances, Willdan may recommend procedural and documentation changes to Client staff. Deliverable: Audit assistance. Willdan will rely on the validity and accuracy of the City of Carlsbad’s data and documentation to complete our analysis. Willdan will rely on the data as being accurate without performing an independent verification of accuracy, and that we will not be responsible for any errors that result from inaccurate data provided by the client or a third party PRICE: The following is a list of the Bond Issues and prices associated with this contract: Bond Issue Price Community Facilities District No. 3, Improvement Area 2 $2,200 TOTAL: $2,200 Additional Services Price Online Compliance Management System No Charge Preparation of IRS Form 8038T No Charge Commingled Funds Analysis $250 per Fund* Request for Refund of Overpayment Hourly Rates* IRS Audit Assistance Hourly Rates* *Amendment to Agreement required. DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F City Attorney Approved Version 6/12/18 8 To the extent that the necessary information is available, Willdan endeavors to quote fees that accurately reflect the complexity of the services needed. If circumstances are encountered that affect our ability to proceed, such as additional information coming to our attention not determined or available during our scoping efforts, we will inform you promptly and seek your approval for any changes in scope, timing or fees that may result from such circumstances. Client shall reimburse Consultant for reasonable costs Consultant incurs, including without limitation, copying costs, digitizing costs, travel expenses, employee time and attorneys' fees, to respond to the legal process of any governmental agency relating to Client or relating to the Project. Reimbursement shall be at Consultant's rates in effect at the time of such response. Billed invoices are required to be paid within 30 days. DocuSign Envelope ID: B3997D53-4B77-4D43-9BF4-41801A145F3F ACDFTUWHolder Identifier : 7777777707070700077763616065553330773617556304557607453136772406310073650566157330020766040513076510207562051336274512071622375720367700736241113241231207704055712274570077727252025773110777777707000707007 6666666606060600062606466204446200602222624204220006220204260060000062200060402600200602000426224000206200204062260220062220260620400200622020624024000006220024042220422066646062240664440666666606000606006Certificate No :570084807196CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/02/2020 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. PRODUCER Aon Risk Insurance Services West, Inc. Los Angeles CA Office 707 Wilshire Boulevard Suite 2600 Los Angeles CA 90017-0460 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 25674Travelers Property Cas Co of AmericaINSURER A: 19437Lexington Insurance CompanyINSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: Willdan Financial Services 27368 Via IndustriaSuite 200Temecula, CA 92590 USA COVERAGES CERTIFICATE NUMBER:570084807196 REVISION NUMBER: 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.Limits shown are as requestedPOLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $15,000 $1,000,000 $2,000,000 $2,000,000 Employee Benefits Liability Contractual Liability Included A 11/09/2020 11/09/20216307J366586TIL20 PRO-JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE(Per accident) X BODILY INJURY (Per accident) $1,000,000A11/09/2020 11/09/2021 COMBINED SINGLE LIMIT(Ea accident)810-7N676545-20-43-G EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEA11/09/2020 11/09/2021 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 UB0L6636782043G Aggregate02817491211/09/2020 11/09/2021 SIR applies per policy terms & conditions $1,000,000Per Claim Archit&Eng ProfB $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Arbitrage Rebate Services City of Carlsbad, Carlsbad Municipal Water District, and City of Carlsbad Public Improvement Corporation are included as Additional Insureds as respects to General Liability. (MUNIFINANCIAL). General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Carlsbad Attn: Aaron Beanan 1635 Faraday Ave. Carlsbad CA 92008-7314 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Policy Number: 630-7J366586-TIL-20 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft – 75 Feet Long Or Less H.Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating ToB.Who Is An Insured – Unnamed Subsidiaries PremisesC.Who Is An Insured – Retired Partners, Members, I.Blanket Additional Insured – GovernmentalDirectors And Employees Entities – Permits Or Authorizations Relating ToD.Who Is An Insured – Employees And Volunteer OperationsWorkers – Bodily Injury To Co-Employees, Co- J.Incidental Medical MalpracticeVolunteer Workers And Retired Partners, Members, Directors And Employees K.Medical Payments – Increased Limit E.Who Is An Insured – Newly Acquired Or Formed L.Amendment Of Excess Insurance Condition –Limited Liability Companies Professional Liability F.Blanket Additional Insured – Controlling Interest M.Blanket Waiver Of Subrogation – When Required By Written Contract Or AgreementG.Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers N.Contractual Liability – Railroads PROVISIONS uses or is responsible for the use of a watercraft that you do not own that is:A. NON-OWNED WATERCRAFT – 75 FEET (1)75 feet long or less; andLONG OR LESS (2)Not being used to carry any person1.The following replaces Paragraph (2)of or property for a charge;Exclusion g.,Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION I –B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO ISLIABILITY:AN INSURED: (2)A watercraft you do not own that is:Any of your subsidiaries, other than a partnership(a)75 feet long or less; and or joint venture, that is not shown as a Named (b)Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge;if: 2.The following replaces Paragraph 2.e.of a.You are the sole owner of, or maintain an SECTION II – WHO IS AN INSURED:ownership interest of more than 50% in, such subsidiary on the first day of the policye.Any person or organization that, with period; andyour express or implied consent, either CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 630-7J366586-TIL-20 COMMERCIAL GENERAL LIABILITY Unless you are in the business or occupationb.Such subsidiary is not an insured under of providing professional health caresimilar other insurance. services, Paragraphs (1)(a),(b),(c)and (d)No such subsidiary is an insured for "bodily above do not apply to "bodily injury" arisinginjury" or "property damage" that occurred, or out of providing or failing to provide first aid"personal and advertising injury" caused by an or "Good Samaritan services" by any of youroffense committed:retired partners, members, directors or a.Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or "employees" providing or failing to provideb.After the date, if any, during the policy period first aid or "Good Samaritan services" duringthat you no longer maintain an ownership their work hours for you will be deemed to beinterest of more than 50% in such subsidiary.acting within the scope of their employmentFor purposes of Paragraph 1.of Section II – Who by you or performing duties related to theIs An Insured, each such subsidiary will be conduct of your business.deemed to be designated in the Declarations as:(2)"Personal injury":a.A limited liability company;(a)To you, to your current or retiredb.An organization other than a partnership,partners or members (if you are ajoint venture or limited liability company; or partnership or joint venture), to your current or retired members (if you are ac.A trust;limited liability company), to your otheras indicated in its name or the documents that current or retired directors orgovern its structure."employees" while in the course of his or her employment or performing dutiesC. WHO IS AN INSURED – RETIRED PARTNERS, related to the conduct of your business,MEMBERS, DIRECTORS AND EMPLOYEES or to your other "volunteer workers"The following is added to Paragraph 2.of while performing duties related to theSECTION II – WHO IS AN INSURED:conduct of your business; Any person who is your retired partner, member,(b)To the spouse, child, parent, brother or director or "employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or "volunteer worker" as a consequence ofacts within the scope of their employment by you Paragraph (2)(a)above;or while performing duties related to the conduct of your business. However, no such retired (c)For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone else who must pay damages because ofinsured for: the injury described in Paragraph (2)(a) (1)"Bodily injury":or (b)above; or (a)To you, to your current partners or (d)Arising out of his or her providing ormembers (if you are a partnership or failing to provide professional health carejoint venture), to your current members services.(if you are a limited liability company) or (3)"Property damage" to property:to your current directors; (a)Owned, occupied or used by; or(b)To the spouse, child, parent, brother or sister of that current partner, member or (b)Rented to, in the care, custody or controldirector as a consequence of Paragraph of, or over which physical control is(1)(a)above;being exercised for any purpose by;(c)For which there is any obligation to you, any of your retired partners, membersshare damages with or repay someone or directors, your current or retiredelse who must pay damages because of "employees" or "volunteer workers", anythe injury described in Paragraph (1)(a) current partner or member (if you are aor(b)above; or partnership or joint venture), or any current(d)Arising out of his or her providing or member (if you are a limited liabilityfailing to provide professional health care company) or current director.services. Page 2 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a.A limited liability company;WORKERS AND RETIRED PARTNERS,b.An organization other than a partnership,MEMBERS, DIRECTORS AND EMPLOYEES joint venture or limited liability company;The following is added to Paragraph 2.a.(1)of orSECTION II – WHO IS AN INSURED:c.A trust;Paragraphs (1)(a),(b)and (c)above do not as indicated in its name or the documentsapply to "bodily injury" to a current or retired co-that govern its structure."employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED – duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1.The following is added to SECTION II –workers" or retired partners, members or WHO IS AN INSURED:directors while performing duties related to the Any person or organization that has financialconduct of your business.control of you is an insured with respect toE. WHO IS AN INSURED – NEWLY ACQUIRED liability for "bodily injury", "property damage"OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3.of arises out of: SECTION II – WHO IS AN INSURED:a.Such financial control; or 3.Any organization you newly acquire or form,b.Such person's or organization'sother than a partnership or joint venture, and ownership, maintenance or use ofof which you are the sole owner or in which premises leased to or occupied by you.you maintain an ownership interest of more The insurance provided to such person orthan 50%, will qualify as a Named Insured if organization does not apply to structuralthere is no other similar insurance available alterations, new construction or demolitionto that organization. However:operations performed by or on behalf of sucha.Coverage under this provision is person or organization.afforded only: 2.The following is added to Paragraph 4.of(1)Until the 180th day after you acquire SECTION II – WHO IS AN INSURED:or form the organization or the end This paragraph does not apply to anyof the policy period, whichever is premises owner, manager or lessor that hasearlier, if you do not report such financial control of you.organization in writing to us within 180 days after you acquire or form it;G. BLANKET ADDITIONAL INSURED –or MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS(2)Until the end of the policy period, when that date is later than 180 days The following is added to SECTION II – WHO ISafter you acquire or form such AN INSURED:organization, if you report such Any person or organization that is a mortgagee,organization in writing to us within assignee, successor or receiver and that you180 days after you acquire or form it; have agreed in a written contract or agreementb.Coverage A does not apply to "bodily to include as an additional insured on thisinjury" or "property damage" that Coverage Part is an insured, but only withoccurred before you acquired or formed respect to its liability as mortgagee, assignee,the organization; and successor or receiver for "bodily injury", "property c.Coverage B does not apply to "personal damage" or "personal and advertising injury"and advertising injury" arising out of an that:offense committed before you acquired a.Is "bodily injury" or "property damage" thator formed the organization.occurs, or is "personal and advertising injury"For the purposes of Paragraph 1.of Section caused by an offense that is committed,II – Who Is An Insured, each such CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b.Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED – use of the premises for which that GOVERNMENTAL ENTITIES – PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II – WHO ISthis Coverage Part.AN INSURED: The insurance provided to such mortgagee,Any governmental entity that has issued a permitassignee, successor or receiver is subject to the or authorization with respect to operationsfollowing provisions:performed by you or on your behalf and that you a.The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less.and advertising injury" arising out of such operations.b.The insurance provided to such person or organization does not apply to:The insurance provided to such governmental entity does not apply to:(1)Any "bodily injury" or "property damage" that occurs, or any "personal and a.Any "bodily injury", "property damage" oradvertising injury" caused by an offense "personal and advertising injury" arising outthat is committed, after such contract or of operations performed for theagreement is no longer in effect; or governmental entity; or (2)Any "bodily injury", "property damage" or b.Any "bodily injury" or "property damage""personal and advertising injury" arising included in the "products-completedout of any structural alterations, new operations hazard".construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICEperformed by or on behalf of such 1.The following replaces Paragraph b.of themortgagee, assignee, successor or definition of "occurrence" in thereceiver. DEFINITIONS Section:H. BLANKET ADDITIONAL INSURED – b.An act or omission committed inGOVERNMENTAL ENTITIES – PERMITS OR providing or failing to provide "incidentalAUTHORIZATIONS RELATING TO PREMISES medical services", first aid or "GoodThe following is added to SECTION II – WHO IS Samaritan services" to a person, unlessAN INSURED:you are in the business or occupation of providing professional health careAny governmental entity that has issued a permit services.or authorization with respect to premises owned or occupied by, or rented or loaned to, you and 2.The following replaces the last paragraph ofthat you are required by any ordinance, law,Paragraph 2.a.(1)of SECTION II – WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupationCoverage Part is an insured, but only with of providing professional health carerespect to liability for "bodily injury", "property services, Paragraphs (1)(a),(b),(c)and (d)damage" or "personal and advertising injury"above do not apply to "bodily injury" arisingarising out of the existence, ownership, use,out of providing or failing to provide:maintenance, repair, construction, erection or (a)"Incidental medical services" by any ofremoval of any of the following for which that your "employees" who is a nurse,governmental entity has issued such permit or nurse assistant, emergency medicalauthorization: advertising signs, awnings,technician, paramedic, athletic trainer,canopies, cellar entrances, coal holes,audiologist, dietician, nutritionist,driveways, manholes, marquees, hoist away Page 4 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY – RAILROADS 1.The following replaces Paragraph c.of the definition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1)of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission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z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his endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness.B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 810-7N676545-20-43-G COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada:However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".(i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. D. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE:(ii)Neither you nor any other involved "insured" will make any settlement without our consent. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs.(iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE:(iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7.,Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO (2)In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3.,Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; andG. WAIVER OF DEDUCTIBLE – GLASS c.The airbags were not intentionally inflated.The following is added to Paragraph D.,Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE:We will pay up to a maximum of $1,000 for any one "loss". No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: The following replaces the last sentence of Para- graph A.4.b.,Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE: (a)You (if you are an individual);However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany);I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or The following replaces the first sentence in Para- graph A.4.a.,Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.,Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS:J. PERSONAL PROPERTY 5. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph A.4.,Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2.,Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS: Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= ()7-+2%8)()28-8=z238-')3* '%2')00%8-32463:-()(&=97 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK %00'3:)6%+)4%687-2'09()(-28,-7430-'= 7',)(90) '%2')00%8-32 2YQFIVSJ(E]W2SXMGISJ'ERGIPPEXMSR 4)673236 36+%2->%8-32 %((6)77 %2=4)67323636+%2->%8-3283;,31=39 ,%:)%+6))(-2%;6-88)2'3286%'88,%8 238-')3*'%2')00%8-323*8,-7430-'= ;-00&)+-:)2&98320=-* =397)2(97%;6-88)26)59)7883 463:-()79',238-')-2'09(-2+8,) 2%1)%2(%((6)773*79',4)673236 36+%2->%8-32%*8)68,)*-6782%1)( -2796)(6)')-:)7238-')*631973* 8,)'%2')00%8-323*8,-7430-'= %2( ;)6)')-:)79',;6-88)26)59)78%8 0)%78(%=7&)*36)8,)&)+-22-2+3* 8,)%440-'%&0)291&)63*(%=77,3;2 -28,-77',)(90) 8,)%((6)77*368,%84)67323636+%2-> %8-32-2'09()(-279',;6-88)26)59)78 *631=398397 430-'=291&)6 463:-7-327 -J [I GERGIP XLMW TSPMG] JSV ER] WXEXYXSVMP] TIVQMXXIH VIEWSR SXLIV XLER RSRTE]QIRX SJ TVIQMYQ ERH E RYQFIV SJ HE]W MW WLS[R JSV GERGIPPEXMSR MR XLI WGLIHYPIEFSZI[I[MPPQEMPRSXMGISJGERGIPPEXMSRXS XLI TIVWSR SV SVKERM^EXMSR WLS[R MR XLI WGLIHYPI EFSZI;I[MPPQEMPWYGLRSXMGIXSXLIEHHVIWWWLS[R MRXLIWGLIHYPIEFSZIEXPIEWXXLIRYQFIV SJ HE]W WLS[RJSVGERGIPPEXMSRMRXLIWGLIHYPIEFSZIFIJSVI XLIIJJIGXMZIHEXISJGERGIPPEXMSR -088LI8VEZIPIVW-RHIQRMX]'SQTER] %PPVMKLXWVIWIVZIH4EKISJ 810-7N676545-20-43-G POLICY NUMBER: 630-7J366586-TIL-20 )RHSVWIQIRX)JJIGXMZI 'SYRXIVWMKRIHF] 4SPMG]2S 4VIQMYQ-RWYVIH -RWYVERGI'SQTER] )RHSVWIQIRX2S %PPSXLIVXIVQWERHGSRHMXMSRWSJXLMWTSPMG]VIQEMRYRGLERKIH 8LIMRJSVQEXMSRFIPS[MWVIUYMVIHSRP][LIRXLMWIRHSVWIQIRXMWMWWYIHWYFWIUYIRXXSTVITEVEXMSRSJ XLITSPMG] 8LMWIRHSVWIQIRXGLERKIWXLITSPMG]XS[LMGLMXMWEXXEGLIHERHMWIJJIGXMZISRXLIHEXIMWWYIHYRPIWWSXLIV[MWI WXEXIH 430-'=291&)6 )2(367)1)28;' 6 )1403=)670-%&-0-8=430-'= %2( ;36/)67'314)27%8-32 2SXMGI3J'ERGIPPEXMSR8S(IWMKREXIH4IVWSRW3V3VKERM^EXMSRW 2EQIERH%HHVIWWSJ(IWMKREXIH4IVWSRWSV3VKERM^EXMSRW 2YQFIVSJ(E]W2SXMGI 8LIJSPPS[MRKMWEHHIHXS4%687-<z'32(-8-327 7',)(90) -J[IGERGIPXLMWTSPMG]JSVER]VIEWSRSXLIVXLERRSRTE]QIRXSJTVIQMYQF]]SY[I[MPPTVSZMHIRSXMGISJWYGL GERGIPPEXMSRXSIEGLTIVWSRSVSVKERM^EXMSRHIWMKREXIHMRXLI7GLIHYPIFIPS[;I[MPPQEMPSVHIPMZIVWYGLRSXMGI XSIEGLTIVWSRSVSVKERM^EXMSREXMXWPMWXIHEHHVIWWEXPIEWXXLIRYQFIVSJHE]WWLS[RJSVXLEXTIVWSRSVSVKERM^E XMSRFIJSVIXLIGERGIPPEXMSRMWXSXEOIIJJIGX =SYEVIVIWTSRWMFPIJSVTVSZMHMRKYW[MXLXLIMRJSVQEXMSRRIGIWWEV]XSEGGYVEXIP]GSQTPIXIXLI7GLIHYPIFIPS[ -J[IGERRSXQEMPSVHIPMZIVERSXMGISJGERGIPPEXMSRXSEHIWMKREXIHTIVWSRSVSVKERM^EXMSRFIGEYWIXLIREQISV EHHVIWWSJWYGL HIWMKREXIHTIVWSRSV SVKERM^EXMSRTVSZMHIH XSYWMW RSXEGGYVEXISV GSQTPIXI[I LEZI RS VIWTSRWMFMPMX]XSQEMPHIPMZIVSVSXLIV[MWIRSXMJ]WYGLHIWMKREXIHTIVWSRSVSVKERM^EXMSRSJXLIGERGIPPEXMSR 32)83;)6759%6) ,%68*36('8 '3286%'88,%8238-')3*'%2')00%8-323*8,-7430-'=;-00&)+-:)2 &98320=-* =397)2(97%;6-88)26)59)7883463:-()79',238-')-2'09(-2 +8,)2%1)%2(%((6)773*79',4)67323636+%2->%8-32%*8)68,)* -6782%1)(-2796)(6)')-:)7238-')*631973*8,)'%2')00%8-323* 8,-7430-'= %2( ;)6)')-:)79',;6-88)26)59)78%80)%78(%=7&)*36)8,) &)+-22-2+3*8,)%440-'%&0)291&)63*(%=77,3;2-28,-7)2(367)1 )28 %((6)77 8,)%((6)77*368,%84)67323636+%2->%8-32-2'09()(-279',;6-8 8)26)59)78*631=398397 %2=4)67323636+%2->%8-3283;,31=39,%:)%+6))(-2%;6-88)2 4EKI SJ (%8)3*-779) 78%77-+2 8LI8VEZIPIVW-RHIQRMX]'SQTER]%PPVMKLXWVIWIVZIH UB-0L663678-20-43-G