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Cooperative Personnel Services dba CPS HR Consulting; 2023-05-17; HR2213
HR2213 City Attorney Approved Version 12/28/2022 1 AGREEMENT FOR COACHING SERVICES COOPERATIVE PERSONNEL SERVICES, DBA CPS HR CONSULTING THIS AGREEMENT is made and entered into as of the___________________ day of, _________________________, 2023, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Cooperative Personnel Services, dba CPS HR Consulting, a California Joint Powers Authority, ("Contractor"). RECITALS A. City requires the professional services of a contractor that is experienced in employee development and coaching. B. Contractor has the necessary experience in providing professional services and advice related to employee development and coaching. 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 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 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 will be effective for a period of five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be an amount not to exceed forty thousand dollars ($40,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached 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 control of City only as to the result to be accomplished, but will consult with City as DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B 17th May HR2213 City Attorney Approved Version 12/28/2022 2 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 the 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 the 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 The City reserves the right to employ other Contractors in connection with the Services. 9. 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. 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. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B HR2213 City Attorney Approved Version 12/28/2022 3 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & 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. 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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B HR2213 City Attorney Approved Version 12/28/2022 4 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 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 three (3) 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. For City For Contractor Name Emily Guinaugh Name Karen Evans, PhD Title Management Analyst Title Training Manager Department Human Resources Address 2450 Del Paso Rd., Ste, 120 City of Carlsbad Sacramento, CA 95834 Address 1635 Faraday Ave Phone No. (916) 471-3341 Carlsbad CA 92008 Email kevans@cpshr.us Phone No. 760-621-1222 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. The Contractor shall report investments or interests in all categories. Yes No DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B □ ■ HR2213 City Attorney Approved Version 12/28/2022 5 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. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. TERMINATION In the event of the 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 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. 21. 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 DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B HR2213 City Attorney Approved Version 12/28/2022 6 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. 22. 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 attorney's 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. 23. JURISDICTION AND VENUE 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. 24. 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. 25. 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. 26. 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. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B HR2213 City Attorney Approved Version 12/28/2022 7 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Judy von Kalinowski Human Resources Director Melissa Asher, Senior Leader masher@cpshr.us ATTEST: By: (sign here) SHERRY FREISINGER City Clerk (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: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B HR2213 City Attorney Approved Version 12/28/2022 8 EXHIBIT “A” SCOPE OF SERVICES Coaching Services Overview of Coaching Process The coaching relationship enjoys powerful and dynamic interactions and growth. It consists of individuals or teams choosing to make positive changes and another to support those efforts. The coach only succeeds when those being coached succeeds. This process begins with self- awareness, identified competencies, and desired changes or advancement through direct interviews and assessment tools. The coach transforms those insights and findings into an individual development plan. This plan serves as scaffolding to achieve those goals during the coaching engagement and beyond. Coaching offers of a dynamic, powerful, and personalized professional development tool that is effective for executives, staff, and teams. Intake Session & Assessment Coaching begins with an initial Intake Session of the executive to be coached. This in-depth interview is designed to solicit specific information about the individual, their team, and the culture of the organization. We may also employ assessment tools at this point. A variety of assessment tools can be used depending on the desired outcome. Very often we base the assessment on an organization’s competency model in this case we will focus the assessment in the five focus areas of interest. This initial session serves to: Explore and define the strengths and needs of the individual Ascertain an optimal way the coach and executive will work together Surface the goals, objectives, and perceived obstacles of the person being coached Discuss the leadership competencies that are important Explore the leader’s self-knowledge and willingness for self-discovery Learn about the culture of the organization Begin to develop the trust essential in a coaching partnership Guide the leadership coach in designing a coaching program to satisfy the needs and desires initially expressed by the coachee Assessment Tools Typically, early in the coaching process a variety of assessment tools can be used, including a 360 Assessment. There are multiple 360 Assessment available which we can recommend if needed. We utilize several other assessment tools depending on what is needed for the individual situation. Some of the tools that we may use are: DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B HR2213 City Attorney Approved Version 12/28/2022 9 Interpersonal Influences Inventory StrengthsFinder 2.0 DiSC Myers-Briggs Type Indicator (MBTI) Thomas Kilmann Conflict Mode Instrument Unconscious Bias FIRO-B Elevations Leadership Development Plan Following the Intake Session, the Executive Coach designs an overall approach and program of coaching strategies specific to the person being coached, called a Leadership Development Plan. If appropriate, this leadership plan is shared with the executive’s superior for input and approval. Once consensus is reached, the plan serves as a blueprint for the overall course of the coaching, with the understanding that the direction can shift as the executive’s needs, circumstances, or desires for additional skills change or expand. Coaching Sessions CPS HR Coaches provide individual or team coaching sessions to selected executives in 45-60 minute sessions. These are held on a regularly agreed-upon schedule or on an as-needed basis. Our coaches have both coaching and organizational development backgrounds with extensive experience to address behavioral, emotional, and business issues. Each coaching session will consist of planning (i.e., setting goals, priorities, activities, and milestones), thought-provoking insights, tracking progress, sustaining momentum, and renewing commitment. The lessons and outcomes are applied back on the job. The coaching sessions will be designed to address common challenging areas such as the samples below. Clarifying work expectations Communication skills Managing change Relationship building and collaboration Finding and working with blind spots Performance management Goal setting Strategic planning Dealing with conflict Planning and having difficult conversations Self-image and self-confidence The Executive Coach engages in direct and candid conversations with the coachee, who can rely on the coach to be honest and straightforward in posing questions or making requests. The time spent in coaching is highly valuable and powerful, so the coach will always return the focus away from “stories” and back to the skills, techniques, behaviors, or other changes desired by the executive being coached. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B HR2213 City Attorney Approved Version 12/28/2022 10 Coaching Strategies Strategies in coaching sessions include: Clarifying questions Requests for action Brainstorming ideas or solutions together Practicing techniques Role-plays Individual development plan The final coaching session focuses on the progress as measured by the Leadership Development Plan and assists the executive in identifying means to sustain new behaviors and continued professional development. Resources and Homework The executive is afforded materials, references, recommended reading, and other resources and activities to enhance the coaching process. Emails and calls may occur between sessions where insights and ideas are shared, or actions reported. Job-embedded “homework” is assigned at each session to embed actions or recent learning into the workplace. These assignments are debriefed at subsequent sessions to internalize the learning and instill accountability to the process. Confidentiality, Accountability and Reporting Within the coaching relationship lies the opportunity to guard confidentiality, to express concerns if the coaching process or relationship is not working, and to celebrate successes as they occur. While confidentiality will preclude discussions about specific conversations, outcome level progress on findings and interactions can be shared and discussed. The most powerful evidence of results will be exhibited in demonstrated behavioral change. Service Rate Initial Discovery Meeting and Intake Meeting (1.5 hours per person) $325/hour 1:1 Coaching Sessions (1-hour each) $325/hour Preparation for coaching sessions (30-minutes each) $325/hour Review of assessment reports $210/hour Assessments (Varies based on assessment) NOTE: Costs are per person per assessment $25 - $350 per assessment Travel (If coaching is in-person) Actual travel costs will be billed based on City’s pre-approval of travel and costs associated As needed NOTE: rate based on coaching via ZOOM or another web-based platform. Hourly rates may increase during the term of the Agreement with prior written approval of the HR Director or designee, not to exceed five percent (5%) per year. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 6/30/2022 Edgewood Partners Ins. Center10877 White Rock Road Suite 300Sacramento - P&C Lic #0B29370Rancho Cordova CA 95670 Brianna Orchekowski brianna.orchekowski@epicbrokers.com The Continental Insurance Company 35289 COOPPERS Lloyds of London 85202Cooperative Personnel ServicesDBA: CPS HR Consulting2450 Del Paso Rd., Ste. 220Sacramento CA 95834 Continental Casualty Company 20443 American Casualty Company of Reading,PA 20427 National Fire Insurance Co of Hartford 20478 1393012636 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X Y Y 6072390517 7/1/2022 7/1/2023 2,000,000 D 1,000,000 X X Y Y 6072390548 7/1/2022 7/1/2023 A X X 6,000,00060723905517/1/2022 7/1/2023 6,000,000 X $10,000 CE X N Y 60723905346072390520 7/1/20227/1/2022 7/1/20237/1/2023 Stop Gap Applies 1,000,000 1,000,000 1,000,000 B Errors & OmissionsClaims Made/Retro Date 10/13/1989 PSL0039482791 7/1/2022 7/1/2023 Per Claim/AggSIR Per Claim $3,000,000$50,000 Re: All Contracts/Written Agreements between the Certificate Holder and the Insured. When required by written contract, Additional Insured status with primarycoverage applies to General Liability and Automobile Liability and Waiver of Subrogation applies to General Liability, Automobile Liability, and Workers’Compensation, all per the attached endorsements. City of Carlsbad1635 Faraday WayCarlsbad CA 92008 DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I CNA PARAMOUNT General Liability ExtensionEndorsement 1.ADDITIONAL INSUREDS a.WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K.below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement,provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part;and (2)was executed prior to: (a)the bodily injury or property damage;or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However,subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement;or (2)coverage broader than required by such contract or agreement,and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A.Controlling Interest Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.such person or organization’s financial control of a Named Insured;or 2.premises such person or organization owns,maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. B.Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury,property damage or personal and advertising injury as co-owner of such premises. C.Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D.Lessor of Equipment Any person or organization from whom a Named Insured leases equipment,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused,in whole or in part,by the Named Insured’s maintenance,operation or use of such equipment,provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. Policy No: 6072390517 Effective Date: 07/01/2022 CNA74879XX (1-15) Page 2 of 13CONTINENTAL INSURANCE COMPANY Insured Name: COOPERATIVE PERSONNEL SERVICES Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B CNA PARAMOUNT General Liability ExtensionEndorsement E.Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such land,provided that the occurrence giving rise to such bodily injury or property damage,or the offense giving rise to such personal and advertising injury,takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. F.Lessor of Premises An owner or lessor of premises leased to the Named Insured,or such owner or lessor’s real estate manager,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership,maintenance or use of such part of the premises leased to the Named Insured,and provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. G.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee or receiver’s liability for bodily injury,property damage or personal and advertising injury arising out of the Named Insured’s ownership,maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of,or for such additional insured. H.State or Governmental Agency or Subdivision or Political Subdivisions –Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision’s liability for bodily injury,property damage or personal and advertising injury arising out of: 1.the following hazards in connection with premises a Named Insured owns,rents,or controls 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,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or b.the construction,erection,or removal of elevators;or c.the ownership,maintenance or use of any elevators covered by this insurance;or 2.the permitted or authorized operations performed by a Named Insured or on a Named Insured’s behalf. The coverage granted by this paragraph does not apply to: a.Bodily injury,property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b.Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision’s requirement that additional insured status must be requested under a written contract or agreement,the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. Policy No: 6072390517 Effective Date: 07/01/2022 CNA74879XX (1-15) Page 3 of 13CONTINENTAL INSURANCE COMPANY Insured Name: COOPERATIVE PERSONNEL SERVICES Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 7 6 0 7 2 3 9 0 5 1 7 8 1 8 6 DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B iiiiiiii --iiiiiiii --- - - CNA PARAMOUNT General Liability ExtensionEndorsement I.Trade Show Event Lessor 1.With respect to a Named Insured’s participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom the Named Insured is required to include as an additional insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury caused by: a.the Named Insured’s acts or omissions;or b.the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during the trade show event. 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J.Vendor Any person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business,provided that: 1.The coverage granted by this paragraph does not apply to: a.bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b.any express warranty unauthorized by the Named Insured; c.any physical or chemical change in any product made intentionally by such person or organization; 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 any inspections,adjustments,tests or servicing that such person or organization 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 such person or organization’s premises in connection with the sale of a product; g.products which,after distribution or sale by the Named Insured,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for such person or organization;or h.bodily injury or property damage arising out of the sole negligence of such person or organization 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: (1)the exceptions contained in Subparagraphs d.or f.above;or (2)such inspections,adjustments,tests or servicing as such person or organization has agreed with the Named Insured 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 Paragraph J.does not apply to any insured person or organization,from whom the Named Insured has acquired such products,nor to any ingredient,part or container,entering into,accompanying or containing such products. Policy No: 6072390517 Effective Date: 07/01/2022 CNA74879XX (1-15) Page 4 of 13CONTINENTAL INSURANCE COMPANY Insured Name: COOPERATIVE PERSONNEL SERVICES Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B CNA PARAMOUNT General Liability ExtensionEndorsement 3.This Paragraph J.also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part;nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K.Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A.through J.above.Such additional insured is an Insured solely for bodily injury,property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.for bodily injury,property damage,or personal and advertising injury arising out of the rendering or failure to render any professional service; 2.for bodily injury or property damage included within the products-completed operations hazard;nor 3.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2.ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance,then this insurance is primary,and the Insurer will not seek contribution from that other insurance.For the purpose of this Provision 2.,the additional insured's own insurance means insurance on which the additional insured is a named insured. B.With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K.of this endorsement,the following sentence is added to the paragraph above: Otherwise,and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3.BODILY INJURY –EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury,sickness or disease sustained by a person,including death,humiliation,shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4.BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit is amended to add the following: A.BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer’s authorized representative notice of an occurrence, offense or claim only when the occurrence,offense or claim is known to a natural person Named Insured,to a partner,executive officer,manager or member of a Named Insured,or to an employee designated by any of the above to give such notice. B.NOTICE OF OCCURRENCE Policy No: 6072390517 Effective Date: 07/01/2022 CNA74879XX (1-15) Page 5 of 13CONTINENTAL INSURANCE COMPANY Insured Name: COOPERATIVE PERSONNEL SERVICES Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 7 6 0 7 2 3 9 0 5 1 7 8 1 8 7 DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B iiiiiiii --- - - CNA PARAMOUNT General Liability ExtensionEndorsement not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D.This PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17.PROPERTY DAMAGE –ELEVATORS A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3),(4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE –ELEVATORS Provision,the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000.limit. 19.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 20.WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured’s ongoing operations;or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part;and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below, and expires concurrently with said Policy. Policy No: 6072390517 Effective Date: 07/01/2022 CNA74879XX (1-15) Page 13 of 13CONTINENTAL INSURANCE COMPANY Insured Name: COOPERATIVE PERSONNEL SERVICES Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission. 40 0 2 0 0 0 1 7 6 0 7 2 3 9 0 5 1 7 8 1 9 1 DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B iiiiiiii ---iiiiiiii !!!!!!!!!!!!!!! - -.------------------------, Policy #6072390548 CNA83700XX (Ed. 10-15) CNA83700XX (Ed. 10-15) Page 1 of 3 Copyright, CNA All Rights Reserved. EXTENDED COVERAGE – BA PLUS – FOR HIRED AND NON-OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I.AMENDMENTS TO LIABILITY COVERAGE A.Who Is An Insured 1.Majority Owned Corporations 2.Newly Acquired Organizations 3.Additional Insureds Required By Written Contracts 4.Employee-Hired Autos B.Increased Loss of Earnings Allowance C.Fellow Employee Coverage II.AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense B.Broadened Electronic Equipment Coverage III.AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss B.Knowledge of Documents C.Waiver of Subrogation D.Unintentional Failure To Disclose Hazards E.Primary and Non-Contributory When Required By Contract IV.AMENDMENTS TO DEFINITIONS A.Broadened Bodily Injury I.AMENDMENTS TO LIABILITY COVERAGE A.Amendments to Who Is An Insured Under SECTION II – COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1.Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an "insured", but only if such entity is not an "insured" under any other liability "policy" that provides "auto" coverage. 2.Newly Acquired Organizations Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an "insured", but only if such organization is not an "insured" under any other liability "policy" that provides "auto" coverage. The insurance afforded by this provision: DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B C'NA CNA83700XX (Ed. 10-15) CNA83700XX (Ed. 10-15) Page 2 of 3 Copyright, CNA All Rights Reserved. a.Is effective on the date of acquisition or formation of the organization, and applies until: (1)The end of the policy period of this Coverage Form; or (2)The next anniversary of this Coverage Form's inception date, whichever is earlier; and b.Does not apply to "bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization. 3.Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an "insured", but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an "insured" for Liability Coverage under Section II – Who Is An Insured of this Coverage Form. 4.Employee-Hired Autos Any "employee" of yours is an "insured" while operating with your permission an "auto" hired or rented under a contract in that "employee's" name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i.Which are no longer in force; or ii.Whose limits have been exhausted. B.Increased Loss of Earnings Allowance Under SECTION II – COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250 a day limit for loss of earnings and replace it with a $500 a day limit. C.Fellow Employee Coverage Under SECTION II – COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II.AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense Under SECTION III – PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600, and replace it with a maximum of $800. B.Broadened Electronic Equipment Coverage Under SECTION III – PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5.Exclusions 4.c. and 4.d. above do not apply to "loss" to any electronic equipment that at the time of "loss" is: a.Permanently installed in or upon a covered "auto", nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b.Designed to be operated solely by use of the power from the "auto's" electrical system and is: (1)Removable from a housing unit which is permanently installed in or upon the covered "auto"; (2)An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3)Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B C'NA CNA83700XX (Ed. 10-15) CNA83700XX (Ed. 10-15) Page 3 of 3 Copyright, CNA All Rights Reserved. III.AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4)If your "employees" know of an "accident" or "loss", this will not mean that you have such knowledge until such "accident" or "loss" is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an "employee" designated by any of the above to be your insurance manager. B.Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6)If your "employees" know of documents concerning a claim or "suit", this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an "employee" designated by any of the above to be your insurance manager. C.Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an "accident" or "loss." D.Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E.Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to "accident" or "loss." IV. AMENDMENTS TO DEFINITIONS A.Broadened Bodily Injury Under DEFINITIONS, the definition of "bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the Policy remain unchanged. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B C'NA Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Policy No: WC 6072390520 Policy Effective Date: 07/01/2022 Form No: G-19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania © Copyright CNA All Rights Reserved. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B CNA II Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Policy No: WC 6072390534 Policy Effective Date: 07/01/2022 Form No: WC 00 03 13 (04-1984) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 4; Page: 1 of 1 Underwriting Company: Continental Casualty Company Copyright 1983 National Council on Compensation Insurance. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B CNA II Workers Compensation And Employers Liability Insurance Policy Endorsement TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. Specific Waiver Name of person or organization X Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2.Operations: All Texas Operations 3.Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4.Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Policy No: WC 6072390534 Policy Effective Date: 07/01/2022 Form No: WC 42 03 04 B (06-2014) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 89; Page: 1 of 1 Underwriting Company: Continental Casualty Company © Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. DocuSign Envelope ID: 1974528A-1A92-4FD9-A06A-66C26B66D42B CNA II □ □