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HomeMy Public PortalAboutC-21-081 - VAZQUEZ & COMPANY AMENDMENT NO. 1 2023 AUG 3AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment") by and between the CITY OF CARSON, a California municipal corporation ("City"), and VASQUEZ & COMPANY, LLP, a California limited liability partnership ("Consultant"), is effective as of the 5th day of July, 2023. City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City and Consultant entered into that certain Agreement for Contract Services dated June 15, 2021 ("Agreement"), whereby Consultant agreed to audit City's financial statements for a three year term for fiscal years ending June 30, 2021 through June 30, 2023 ("Original Scope of Services"), and through fiscal years ending June 30, 2024 and June 30, 2025, if City should exercise its two one-year options to extend the term of the Agreement. B. Although the Agreement provided for a not -to -exceed Contract Sum of $215,132, there was an inadvertent error when the City Council awarded the Agreement on June 15, 2021 for a not -to -exceed amount of $213,003, which amount is $2,129 less than the $215,132 amount stated in the Agreement. Accordingly, the Parties acknowledge, understand and agree that the actual not -to -exceed Contract Sum in the Agreement that was lawfully approved is $213,003. C. For fiscal year ending June 30, 2021, City incurred an additional $5,000 fee for additional major federal program for Single Audit, which fee caused City to exceed its estimated budget of $71,001 for the first year of the Agreement term by $5,000. D. For fiscal year ending June 30, 2022, pursuant to Section 1.8 of the Agreement which permits the City's Contract Officer to approve extra work and associated cost up to 10% of the Contract Sum or $25,000, whichever is less, additional services for implementation of GASB 87, Lease Accounting as authorized by the Contract Officer on November 30, 2022, were provided by Consultant for a total not -to -exceed cost of $5,000, thereby resulting in City exceeding its estimated budget of $71,001 for the second year of the Agreement term by $5,000. City further exceeded its budget for the second year by an additional $27,745 due to additional hours incurred by Consultant associated with (i) a new program for Single Audit (ARPA/CSLFRF), (ii) audit procedures performed relative to GASB 87 implementation, and (iii) various adjustments posted after the trial balance was provided. E. City and Consultant now desire to amend the Agreement to increase the not -to - exceed Contract Sum by an additional $75,664 (this amount is inclusive of the $5,000 approved by the Contract Officer for the audit for fiscal year ending June 30, 2022) thereby bringing the increased total to $288,667, to allow Consultant to conduct the audit of financial statement(s) for fiscal year ending June 30, 2023 (and through fiscal years ending June 30, 2024 and June 30, 2025 at additional cost, if City should exercise its two one-year options to extend the term of the Agreement) arising from City's request for Consultant to perform GASB pronouncement implementation audit related to the new GASB standards ("Additional Scope of Services"). The -1- 01007.0007/901314.3 Additional Scope of Services will be performed at increased hourly billing rates. This new total of $288,667 includes an amount of $35,790 for the Additional Scope of Services, an upward adjustment of $2,129 to correct the error when City Council approved the Agreement for $213,003 rather than the correct amount of $215,132, the $5,000 fee overage associated with the audit for fiscal year ending June 30, 2021, the $5,000 approved by the Contract Officer for the audit for fiscal year ending June 30, 2022, and the $27,745 fee overage associated with the audit for fiscal year ending June 30, 2022. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is indicated in bold italics and deleted text in arikethrough). A. Section 2.1 (Contract Sum) of the Agreement is hereby amended to read in its entirety as follows: "2.1 Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred Eighty Eight Fifteen Thousand Six 9ne Hundred Sixty Seven Two Dollars ($288,667$24-5432) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." B. Exhibit "A" (Scope of Services) of the Agreement is hereby amended to read in its entirety as follows: See attached. C. Exhibit "C" (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows: See attached. D. Exhibit "C-1" (Rate Schedule) of the Agreement is hereby amended to read in its entirety as follows: E. Exhibit "D" (Schedule of Performance) of the Agreement is hereby amended to read in its entirety as follows: See attached. 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by the Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations -2- 01007.0007/901314.3 arising under the Agreement, including but not limited to, the $5,000 approved by the Contract Officer for the audit for fiscal year ending June 30, 2022. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement: City represents and warrants to Consultant that, as of the date of this Amendment, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -3- 01007.0007/901314.3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first -above written. CITY: CITY OF CARSON, a municipal corporation ATTEST: Dr. Khaleah K. Bradshaw, City Clq APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] avis-Holmes, Mayor CONTRACTOR: VASQUEZ & COMPANY, LLP, a California limited liability partnership By: Name: Cristy` . Canieda Title: Partner Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 4 01007.0007/901314.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2023 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: f OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) PARTNER(S) ❑ LIMITED El GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0007/901314.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2023 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0007/901314.3 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: Original Scope of Services Audit the City of Carson's financial statements for fiscal years ending June 30, 2021 through June 30, 2023, and through fiscal years ending June 30, 2024 and June 30, 2025 if the options to extend the Agreement term are exercised, in accordance with generally accepted auditing standards in the United States of America, the standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards (2018) issued by the Comptroller General of the United States, the provisions of the federal Single Audit Act Amendments of 1996 and U.S. Office of Management and Budget Guidance. A. Audit of City Financial Statements. Conduct an audit of the City's financial statements in accordance with the generally accepted accounting principles accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States and other applicable laws and regulations that shall include the following: 1. Audit Planning Procedures shall include: (a) Pre -audit conference with the City to establish process or communication between the audit team and City staff. (b) Discussion of any new accounting pronouncements to be implemented in the current year. (c) Establish scope of work and timing of fieldwork. 2. Interim -Fieldwork shall include : Gathering information about the City and its environment, including internal control: (a) Evaluate design of internal controls that are relevant to the audit and determine whether the control, either individually or in combination is capable of effecting, preventing or detecting and correcting material misstatements. (b) Determine that controls exist and that the City is using controls. (c) Specific areas to review include: (i) Accounts payable/cash disbursements b (ii) Accounts receivable/cash receipts (iii) Payroll disbursements (iv) Utility billing process (v) Investment compliance (vi) Property and equipment 01007.0007/901314.3 (d) Review of minutes of the City of Carson. (e) Review of important contracts and debt agreements. (f) Interim exit conference with the City to review results of interim fieldwork, including any findings. 3. Final Audit Work shall include: During the final audit work, Consultant shall assess "risk" of material misstatement based on understanding of the City's audit environment, including its internal control, to identify account balances to audit that appear in the City's financial statements. Consultant shall specifically tailor its audit programs to address any significant risks identified. (a) Confirmation of cash and investments balances and testing of bank reconciliations. (b) Confirm significant receivable balances or review subsequent cash receipts to verify receivable balance. (c) Search for unrecorded liabilities. (d) Testing of internal fund balances and transfers. (e) Test capital asset additions and depreciation expense. (f) Confirm long-term debt balances and review the accounting treatment of debt issued or refunded. (g) Test support for other significant assets or liabilities. (h) Analytical procedures on balance sheet and revenue and expenditure accounts, to evaluate and explain unusual fluctuations from prior year balances or current year budgeted amounts. Review of attorney Idlers for significant legal matters affecting the City's financial position. (j) An exit conference to review any significant adjustments or findings. 4. Analysis of Internal Controls: (a) Consultant's audit shall include obtaining an understanding of the City and its environment, including internal control, sufficient to assess the risks of material misstatement or the financial statements and to design the nature, timing, and extent of further audit procedures. (b) Consultant shall obtain an understanding of the internal controls by completing narratives and checklists for various processes related to internal control. Tests of controls may be performed to test the effectiveness of certain controls that Consultant considers relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements (i) 01007.0007/901314.3 resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. (c) Consultant shall perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that are relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. (d) Consultant shall communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance. B. Financial Audit of the Carson Redevelopment Successor Agency. 1. Procedures shall include the following: (a) Procedures found in Section I.A. of this Exhibit A. (b) Audit the balances reported for cash, investments, receivables, payables, capital assets, and long-term liabilities as of the end of the year. (c) Review the activity reported on the Carson Redevelopment Successor Agency's Recognized Obligation Payment Schedules (ROPS). (d) Review the activities of the Successor Agency to ensure compliance with AB 26, AB 1484, and other relevant legislation enacted. (e) Test the effectiveness of certain controls Consultant considers relevant to (1) preventing and detecting errors and fraud that are material to the financial statements and (2) to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. (f) Perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that Consultant considers relevant to preventing or detecting material noncompliance with compliance requirements applicable to each federal award program. C. Financial Audit of the Carson Housing Authority. 1. Procedures shall include the following: (a) Procedures found in Section I.A. of this Exhibit A. D. Financial Audit of the Carson Reclamation Joint Powers Authority. 1. Procedures shall include the following: (a) Procedures found in Section I.A. of this Exhibit A. 01007.0007/901314.3 E. Single Audit of Federal Grants. Audit shall be performed lo meet the requirements of Title 2 of the U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost/Principles, and Audit Requirements for Federal Award-. (Uniform Guidance). The Single Audit shall be performed in accordance with all of the requirements of the Single Audit Act, the Uniform Guidance, and Government Auditing Standards issued by the GAO (the "Yellow Book") for cities that expend greater than $750,000 in federal awards in fiscal year 2020-2021 and subsequent years. 1. Single Audit shall include: (a) Identification of the major and nonmajor federal programs of the City through the risk -based approach required by the Uniform Guidance. This approach includes consideration of current and prior audit experience, oversight by Federal agencies and pass- through entities, and the inherent risk of the federal program. (b) Review all federal and industry -specific publications and guidance and inform the City of any recent changes. (c) Performance of tests and controls to evaluate the effectiveness of the design and operation of controls that Consultant considers relevant to preventing or detecting material noncompliance with applicable compliance requirements. If weaknesses in the internal controls are noted, Consultant will modify audit program as needed. (d) Tests of transactions related to major federal award programs for compliance and applicable compliance requirements and certain provisions of laws, regulations, contracts and grant agreements. (e) Utilizing applicable procedures described in the Uniform Guidance for the types of compliance requirements that could have a direct and material effect on each of the City's major programs. The purpose of those procedures will be to express an opinion on the City's compliance with requirements applicable to major programs in Consultant's report on compliance issued pursuant to the Uniform Guidance. (f) Report shall include the appropriate schedules reports on internal controls when federal expenditures meet or exceed the threshold requiring a Single Audit. Assist the City in completing and filing the Data Collection Form. (g) F. An Agreed -Upon Procedures Review of the City's GANN Appropriations Limit. 1. Review shall test compliance with Article XIIIB of the California Constitution pertaining to the City's appropriation limit. 2. Consultant shall prepare a letter to the City Council regarding compliance with Article XIIIB of the California Constitution. 01007.0007/901314.3 G. Prepare and submit a Management Letter. Management Letter shall include any non -reportable comments or recommendations resulting from Consultant's review of the systems of internal controls in connection with the financial audits. H. Additional Services: 1. Preparation of City's Comprehensive Annual Financial Report (Annual Report). 2. Preparation of City's State Controller's Annual Financial Transactions Report. 3. Preparation of City's State Controller's Annual Street Report to State Controller. 4. Preparation of City's Air Quality Improvement Special Revenue Fund Report. Additional Scope of Services Conduct Governmental Accounting Standards Board ("GASB '9 pronouncement implementation audit related to the new GASB standards of the City of Carson's financial statements for fiscal year ending June 30, 2023, and through fiscal years ending June 30, 2024 and June 30, 2025 if the options to extend the Agreement term are exercised. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Letter to the City Council regarding compliance with Article XIIIB of the California Constitution. B. Management Letter that includes any non -reportable comments or recommendations resulting from Consultant's review of the systems of internal controls in connection with the financial audits. C. City's Comprehensive Annual Financial Report (Annual Report). D. City's State Controller's Annual Financial Transactions Report. E. City's State Controller's Annual Street Report to State Controller. F. City's Air Quality Improvement Special Revenue Fund Report. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: As needed and as requested verbally by Contract Officer. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: 01007.0007/901314.3 A. Cristy Canieda, Partner B. Roger Martinez, Partner C. Isidro Conde, Audit Sr. Manager D. Arlene Pingul, Audit Manager E. Mchelle De Guzman, IT Sr. Manager 01007.0007/901314.3 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks for the Original Scope of Services for the following amounts: FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 City's Financial Audit $34,108 $34,108 $35,132 $36,185 $37,271 Single Audit $8,660 $8,660 $8,919 $9,187 $9,463 GANN AUP Report $486 $486 $501 $516 $531 Successor Agency Audit $4,507 $4,507 $4,642 $4,781 $4,924 Housing Authority Audit $2,916 $2,916 $3,003 $3,094 $3,186 Reclamation JPA Audit $6,539 $6,539 $6,735 $6,937 $7,145 CAFR Preparation $7,953 $7,953 $8,191 $8,437 $8,690 City's FTR $3,259 $3,269 $3,368 $3,469 $3,573 City's Street Report $2,563 $2,563 $2,639 $2,719 $2,800 TOTALS: $71,001 $71,001 $73,130 $73,325* $77,583* *Applies if Agreement term is extended per Section 3.4. 01007.0007/901314.3 Consultant shall perform the following tasks for the Additional Scope of Services for the following amounts: GAM trot 10 4s 4 9124 34 3124 1L50 .3.270 9.440 &914 III. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE IV. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. V. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. 01007.0007/901314.3 D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. VI. The total compensation for the Services shall not exceed $288,667824-5432, as provided in Section 2.1 of this Agreement. VII. The Consultant's billing rates for all personnel and other incidental costs are attached as Exhibit C- 1. 01007.0007/901314.3 EXHIBIT "C-1" RATE SCHEDULE Original Scope of Services Partners $285/hr Managers $180/hr Supervisors $140/hr Senior Auditors $120/hr Staff Auditors $100/hr Additional Scope of Services Partners $3 75/hr Director $300/hr Sr. Manager $250/hr Managers $225/hr Supervisors $200/hr Senior Auditors $175/hr Staff Auditors $140/hr 01007.0007/901314.3 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: Tasks will be continuous, on -going and as directed by the Contract Officer except that the GASB related analysis and reporting must be completed before the start of any Fiscal Year Financial Audit. II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Letter to the City Council regarding compliance with Article XIIIB of the California Constitution, by no later than December 31 each year. B. Management Letter that includes any non -reportable comments or recommendations resulting from Consultant's review of the systems of internal controls in connection with the financial audits, by no later than December 31 each year. C. City's Comprehensive Annual Financial Report (Annual Report), by no later than December 31 each year. D. City's State Controller's Annual Financial Transactions Report, by no later than January 31 each year. E. City's State Controller's Annual Street Report to State Controller, by no later than December 1 each year. F. City's Air Quality Improvement Special Revenue Fund Report, by no later than March each year with the exact date within March to be provide by the Contract Officer, it being understood that AQMD sets the annual deadline. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0007/901314.3 07/25/2023 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A 07/01/2023 07/01/2024 2,000,000 2,000,000 2,000,000 ADP TotalSource FL XVI, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Vasquez and Company LLP 655 N Central Avenue Suite 1550 Glendale, CA 91203 WC 034279385 CA All worksite employees working for Vasquez and Company LLP paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. City of Carson 701 E. Carson St. Carson, CA 90745 X AIU Insurance Company 0008042-00 WC 034279385 CA NY ADP TotalSource FL XVI, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Vasquez and Company LLP Limited Liability Partnership 053418642 07/01/2023 07/01/2024 CA 2,000,000 2,000,000 2,000,000 AK, AL, AR, AZ, CO, CT, DE, FL, GA, HI, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WI, WV 2023-07-25 07 /Atlanta Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 a 31 5 WORKERS' COMPENSATION AND EMPLOYERS LIABILITY IC Ia INSURANCE POLICY E IM c la ri 15 31 15 AIU INSURANCE COMPANY C ,M 175 WATER STREET, 24TH FLOOR C Pi NEW YORK, NY 10038 C 15 A Stock Insurance Company C VI C DI c 5 Coverage is provided by the Company designated on the Information Page C 'iir-nmrrnrruirrra►n-tnrrmrcerver Tnersonfi-rin►n-tnrrmrcerrnrrcomirrn►rantrsnorsar-nn►rcmrrir-rin►rmn►urmrrierrarnmTUIVNI MOT t llaNflfrillr-rin►nm-nnrrifIN WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY QUICK REFERENCE BEGINNING ON PAGE Information Page GENERAL SECTION 1 A. The Policy 1 B. Who Is Insured 1 C. Workers Compensation Law 1 D. State 1 E. Locations 1 PART ONE -WORKERS COMPENSATION INSURANCE 1 A. How This Insurance Applies 1 B. We Will Pay 1 C. We Will Defend 1 D. We Will Also Pay 1 E. Other Insurance 2 F. Payments You Must Make 2 G. Recovery From Others 2 H. Statutory Provisions 2 THESE POLICY PROVISIONS WITH THE INFORMATION PAGE AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THIS POLICY. "INCLUDES COPYRIGHT MATERIAL OF THE NATIONAL COUNCIL ON COMPENSATION INSURANCE, USED WITH ITS PERMISSION. COPYRIGHT 1991 NATIONAL COUNCIL ON COMPENSATION INSURANCE" WC 00 00 00 C (01/93) QUICK REFERENCE - CONTINUED BEGINNING ON PAGE PART TWO - EMPLOYERS LIABILITY INSURANCE 2 A. How This Insurance Applies 2 B. We Will Pay 3 C. Exclusions 3 D. We Will Defend 3 E. We Will Also Pay 4 F. Other Insurance 4 G. Limits of Liability 4 H. Recovery From Others 4 I. Action Against Us 4 PART THREE - OTHER STATES INSURANCE 4 A. How This Insurance Applies 4 B. Notice 5 PART FOUR - YOUR DUTIES IF INJURY OCCURS 5 PART FIVE - PREMIUM 5 A. Our Manuals 5 B. Classifications 5 C. Remuneration 5 D. Premium Payments 5 E. Final Premium 5 F. Records 6 G. Audit 6 PART SIX - CONDITIONS 6 A. Inspection 6 B. Long Term Policy 6 C. Transfer of Your Rights and Duties B D. Cancellation 6 E. Sole Representative 6 PLEASE READ THE WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY CAREFULLY WC 00 00 00 C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY In return for the payment of the premium and subject to all terms of this policy, we agree with you as follows: GENERAL SECTION A. The Policy This policy includes at its effective date the Information Page and all endorsements and schedules listed there. It is a contract of insurance between you (the employer named in Item 1 of the Information Page) and us (the insurer named on the Information Page). The only agreements relating to this insurance are stated in this policy. The terms of this policy may not be changed or waived except by endorsement issued by us to be part of this policy.. B. Who is Insured You are insured if you are an employer named in Item 1 of the Information Page. If that employer is a partnership, and if you are one of its partners, you are insured, but only in your capacity as an employer of the partnership's employees. C. Workers Compensation Law Workers Compensation Law means the workers or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page. It includes any amendments to that law which are in effect during the policy period. It does not include any federal workers or workmen's compensation law, any federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. D, State State means any state of the United States of America, and the District of Columbia. E. Locations This policy covers all of your workplaces listed in Items 1 or 4 of the Information Page; and it covers all other workplaces in Item 3.A. states unless you have other insurance or are self -insured for such workplaces. PART ONE WORKERS COMPENSATION INSURANCE A. How This Insurance Applies This workers compensation insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. Bodily injury by accident must occur during the policy period. 2. Bodily injury by disease must be caused or aggravated by the conditions of your employment, The employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay promptly when due the benefits required of you by the workers compensation law. C. We Will Defend We have the right and duty to defend at our expense any claim, proceeding or suit against you for benefits payable by this insurance. We have the right to investigate and settle these claims, proceedings or suits. We have no duty to defend a claim, proceeding or suit that is not covered by this insurance. D. We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding or suit we defend: 1. reasonable expenses incurred at our request, but not loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the amount payable under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this insurance; and 5. expenses we incur. E. Other Insurance We will not pay more than our share of benefits and costs covered by this insurance and other WC 00 00 00 C (Ed, 1-15) 1 of 6 Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. insurance or self-insurance. Subject to any limits of liability that may apply, all shares will be equal until the loss is paid. If any insurance or self-insurance is exhausted, the shares of all remaining insurance will be equal until the loss is paid. F. Payments You Must Make You are responsible for any payments in excess of the benefits regularly provided by the workers compensation law including those required because: 1. of your serious and willful misconduct; 2. you knowingly employ an employee in violation of law; 3. you fail to comply with a health or safety law or regulation; or 4. you discharge, coerce or otherwise discriminate against any employee in violation of the workers compensation law. If we make any payments in excess of the benefits regularly provided by the workers compensation law on your behalf, you will reimburse us promptly. C. Recovery From Others We have your rights, and the rights of persons entitled to the benefits of this insurance, to recover our payments from anyone liable for the injury. You will do everything necessary to protect those rights for us and to help us enforce them. H. Statutory Provisions These statements apply where they are required by law. 1. As between an injured worker and us, we have notice of the injury when you have notice. 2. Your default or the bankruptcy or insolvency of you or your estate will not relieve us of our du- ties under this insurance after an injury occurs. 3. We are directly and primarily liable to any per- son entitled to the benefits payable by this in- surance. Those persons may enforce our duties; so may an agency authorized by law. Enforcement may be against us or against you and us. 4. Jurisdiction over you is jurisdiction over us for purposes of the workers compensation law. We are bound by decisions against you under that law, subject to the provisions of this policy that are not in conflict with that law. 5. This insurance conforms to the parts of the workers compensation law that apply to: WC 00 00 00 C (Ed. 1-15) 2 of 6 a. benefits payable by this insurance; b. special taxes, payments into security or other special funds, and assessments pay- able by us under that law. 6. Terms of this insurance that conflict with the workers compensation law are changed by this statement to conform to that law. Nothing in these paragraphs relieves you of your du- ties under this policy. PART TWO EMPLOYERS LIABILITY INSURANCE A. How This Insurance Applies This employers liability insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must arise out of and in the course of the injured employee's employment by you. 2. The employment must be necessary or inciden- tal to your work in a state or territory listed in Item 3.A. of the Information Page. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or ag- gravated by the conditions of your employment. The employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. 5. If you are sued, the original suit and any related legal actions for damages for bodily injury by accident or by disease must be brought in the United States of America, its territories or possessions, or Canada. B. We Will Pay We will pay all sums that you legally must pay as damages because of bodily injury to your em- ployees, provided the bodily injury is covered by this Employers Liability Insurance. The damages we will pay, where recovery is permit- ted by law, include damages: 1. For which you are liable to a third party by rea- son of a claim or suit against you by that third party to recover the damages claimed against 45 Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. such third party as a result of injury to your employee; 2. For care and loss of services; and 3. For consequential bodily injury to a spouse, child, parent, brother or sister of the injured employee; provided that these damages are the direct consequence of bodily injury that arises out of and in the course of the injured employee's employment by you; and 4. Because of bodily injury to your employee that arises out of and in the course of employment, claimed against you in a capacity other than as employer. C. Exclusions This insurance does not cover: 1, Liability assumed under a contract. This exclusion does not apply to a warranty that your work will be done in a workmanlike manner; 2. Punitive or exemplary damages because of bo- dily injury to an employee employed in violation of law; 3, Bodily injury to an employee while employed in violation of law with your actual knowledge or the actual knowledge of any of your executive officers; 4. Any obligation imposed by a workers compensation, occupational disease, unemployment compensation, or disability benefits law, or any similar law; 5. Bodily injury intentionally caused or aggravated by you; 6. Bodily injury occurring outside the United States of America, its territories or possessions, and E. Canada. This exclusion does not apply to bodily injury to a citizen or resident of the United States of America or Canada who is temporarily outside these countries; 7. Damages arising out of coercion, criticism, de- motion, evaluation, reassignment, discipline, de- famation, harassment, humiliation, discrimina- tion against or termination of any employee, or any personnel practices, policies, acts or omissions; 8. Bodily injury to any person in work subject to the Longshore and Harbor Workers' Compensation Act (33 U.S.C. Sections 901 et seq.), the Nonappropriated Fund Instrumentalities Act (5 U.S.C. Sections 8171 et seq.), the Outer Continental Shelf Lands Act (43 U.S.C. Sections 1331 et seq.), the Defense Base Act (42 U.S.C. Sections 1651-1654), the Federal Mine Safety and Health Act (30 U.S.C. Sections 801 et seq. and 901-944), any other federal workers or workmen's compensation law or other federal occupational disease law, or any amendments to these laws; WC 00 00 00 C (Ed. 1-15) Copyright 2013 National Council on Compensation Insurance, Inc. 3of6 9. Bodily injury to any person in work subject to the Federal Employers' Liability Act (45 U.S.C. Sections 51 et seq.), any other federal laws obligating an employer to pay damages to an employee due to bodily injury arising out of or in the course of employment, or any amendments to those laws; 10. Bodily injury to a master or member of the crew of any vessel, and does not cover punitive damages related to your duty or obligation to provide transportation, wages, maintenance, and cure under any applicable maritime law; 11. Fines or penalties imposed for violation of federal or state law; and 12. Damages payable under the Migrant and Seasonal Agricultural Worker Protection Act (29 U.S.C. Sections 1801 et seq.) and under any other federal law awarding damages for violation of those laws or regulations issued thereunder, and any amendments to those laws. D. We Will Defend We have the right and duty to defend, at our ex- pense, any claim, proceeding or suit against you for damages payable by this insurance. We have the right to investigate and settle these claims, proceed- ings and suits. We have no duty to defend a claim, proceeding or suit that is not covered by this insurance. We have no duty to defend or continue defending after we have paid our applicable limit of liability under this insurance. We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. Reasonable expenses incurred at our request, but not loss of earnings; 2. Premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. Litigation costs taxed against you; 4. Interest on a judgment as required by law until we offer the amount due under this insurance; and 5. Expenses we incur. II Rights Reserved. F. Other Insurance We will not pay more than our share of damages and costs covered by this insurance and other insurance or self-insurance. Subject to any limits of liability that apply, all shares will be equal until the loss is paid. If any insurance or self-insurance is exhausted, the shares of all remaining insurance and self-insurance will be equal until the loss is paid. G. Limits of Liability Our liability to pay for damages is limited. Our limits of liability are shown in Item 3.B. of the Information Page. They apply as explained below. 1. Bodily Injury by Accident. The limit shown for "bodily injury by accident -each accident" is the most we will pay for all damages covered by this insurance because of bodily injury to one or more employees in any one accident. A disease is not bodily injury by accident unless it results directly from bodily injury by accident. 2. Bodily Injury by Disease. The limit shown for "bodily injury by disease -policy limit" is the most we will pay for all damages covered by this insurance and arising out of bodily injury by disease, regardless of the number of employees who sustain bodily injury by disease. The limit shown for "bodily injury by disease -each employee" is the most we will pay for all damages because of bodily injury by disease to any one employee. Bodily injury by disease does not include disease that results directly from a bodily injury by accident. 3. We will not pay any claims for damages after we have paid the applicable limit of our liability under this insurance. H. Recovery From Others We have your rights to recover our payment from anyone liable for an injury covered by this insurance. You will do everything necessary to protect those rights for us and to help us enforce them. I. Actions Against Us There will be no right of action against us under this insurance unless: 1. You have complied with all the terms of this policy; and 2. The amount you owe has been determined with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a defendant in an action against you to deter- mine your liability. The bankruptcy or insolvency of you or your estate will not relieve us of our obligations under this Part. PART THREE OTHER STATES INSURANCE A. How This Insurance Applies 1. This other states insurance applies only if one or more states are shown in Item 3.C. of the Infor- mation Page. 2. If you begin work in any one of those states af- ter the effective date of this policy and are not insured or are not self -insured for such work, all provisions of the policy will apply as though that state were listed in Item 3.A. of the Information Page. 3. We will reimburse you for the benefits required by the workers compensation law of that state if we are not permitted to pay the benefits directly to persons entitled to them. 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within thirty days. B. Notice Tell us at once if you begin work in any state listed in Item 3.C. of the Information Page. PART FOUR YOUR DUTIES IF INJURY OCCURS Tell us at once if injury occurs that may be covered by this policy. Your other duties are listed here. 1. Provide for immediate medical and other servic- es required by the workers compensation law. 2. Give us or our agent the names and addresses of the injured persons and of witnesses, and other information we may need. 3. Promptly give us all notices, demands and legal WC 00 00 00 C (Ed. 1-15) 4 of 6 Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. papers related to the injury, claim, proceeding or suit. 4. Cooperate with us and assist us, as we may re- quest, in the investigation, settlement or defense of any claim, proceeding or suit. 5. Do nothing after an injury occurs that would in- terfere with our right to recover from others. 6. Do not voluntarily make payments, assume obli- gations or incur expenses, except at your own cost. PART FIVE PREMIUM A. Our Manuals All premium for this policy will be determined by our manuals of rules, rates, rating plans and classifica- tions. We may change our manuals and apply the changes to this policy if authorized by law or a go- vernmental agency regulating this insurance. B. Classifications Item 4 of the Information Page shows the rate and premium basis for certain business or work classifications. These classifications were assigned based on an estimate of the exposures you would have during the policy period. If your actual exposures are not properly described by those classifications, we will assign proper classifications, rates and premium basis by endorsement to this policy. C. Remuneration Premium for each work classification is determined by multiplying a rate times a premium basis. Remuneration is the most common premium basis. This premium basis includes payroll and all other remuneration paid or payable during the policy period for the services of: 1. all your officers and employees engaged in work covered by this policy; and 2. all other persons engaged in work that could make us liable under Part One (Workers Com- pensation Insurance) of this policy. If you do not have payroll records for these persons, the contract price for their services and materials may be used as the premium basis. This para- graph 2 will not apply if you give us proof that the employers of these persons lawfully secured their workers compensation obligations. D. Premium Payments You will pay all premium when due. You will pay the premium even if part or all of a workers com- pensation law is not valid. E. Final Premium The premium shown on the Information Page, schedules, and endorsements is an estimate. The final premium will be determined after this policy ends by using the actual, not the estimated, premium basis and the proper classifications and rates that lawfully apply to the business and work covered by this policy. If the final premium is more than the premium you paid to us, you must pay us the balance. If it is less, we will refund the balance to you. The final premium will not be less than the highest minimum premium for the classifications covered by this policy. If this policy is canceled, final premium will be determined in the following way unless our manuals provide otherwise: 1. If we cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the pro rata share of the minimum premium. 2. If you cancel, final premium will be more than pro rata; it will be based on the time this policy was in force, and increased by our short -rate cancelation table and procedure. Final premium will not be less than the minimum premium. F. Records You will keep records of information needed to compute premium. You will provide us with copies of those records when we ask for them. G. Audit You will let us examine and audit all your records that relate to this policy. These records include ledgers, journals, registers, vouchers, contracts, tax reports, payroll and disbursement records, and programs for storing and retrieving data. We may conduct the audits during regular business hours during the policy period and within three years after the policy period ends. Information developed by audit will be used to determine final premium. Insurance rate service organizations have the same rights we have under this provision. WC 00 00 00 C (Ed. 1-15) 5 of 6 Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. PART SIX CONDITIONS A. Inspection We have the right, but are not obliged to inspect your workplaces at any time. Our inspections are not safety inspections. They relate only to the insurability of the workplaces and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While they may help reduce losses, we do not undertake to perform the duty of any person to provide for the health or safety of your employees or the public. We do not warrant that your workplaces are safe or healthful or that they comply with laws, regulations, codes or standards. Insurance rate service organizations have the same rights we have under this provision. B. Long Term Policy If the policy period is longer than one year and six- teen days, all provisions of this policy will apply as though a new policy were issued on each annual anniversary that this policy is in force. C. Transfer of Your Rights and Duties Your rights or duties under this policy may not be transferred without our written consent. WC 00 00 00 C (Ed. 1-15) 6 of 6 If you die and we receive notice within thirty days af- ter your death, we will cover your legal representa- tive as insured. D. Cancelation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy. We must mail or de- liver to you not less than ten days advance writ- ten notice stating when the cancelation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 3. The policy period will end on the day and hour stated in the cancelation notice. 4. Any of these provisions that conflict with a law that controls the cancelation of the insurance in this policy is changed by this statement to comply with the law. E. Sole Representative The insured first named in Item 1 of the Information Page will act on behalf of all insureds to change this policy, receive return premium, and give or receive notice of cancelation. 4) Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. 1 07/01/2023 WC 034279385 CA ADP TotalSource FL XVI, Inc. AIU Insurance Company 0001 Vasquez and Company LLP 655 N Central Avenue Suite 1550 Glendale, CA 91203 NAIC: 541219 330700332 07/25/2023 02/24/2023 The Liberty Company Insurance Brokers Lic #0D79653 5955 De Soto Ave, Ste 250 Woodland Hills CA 91367 Caitlin Elsasser (888) 918-3960 Caitlin.Elsasser@libertycompany.com VASQUEZ & COMPANY LLP 655 N CENTRAL AVE STE 1550 GLENDALE CA 91203 Citizens Insurance Company of America 31534 23-24 GL, Auto, UMB A Y Y OBFH550106 04/01/2023 04/01/2024 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 A OBFH550106 04/01/2023 04/01/2024 2,000,000 A OBFH550106 04/01/2023 04/01/2024 5,000,000 5,000,000 CPA Office: 655 N. Central Avenue, Ste 1550 Glendale CA 91203 Whereby required by written contract or agreement, the following is included as an Additional Insured under the Commercial General Liability on a Primary/Non-Contributory basis: The City of Carson, its respective elected and appointed officers, directors, officials, employees, agents and volunteers. Waiver of Subrogation in favor of the Additional Insured applies to the General Liability. Should any of the above described policies be cancelled by the insurer for reasons other than nonpayment of premium before the expiration dated thereof, the issuing company shall mail thrity (30)- day advance written notice to certificate holder named herein. City of Carson 701 E. Carson St. Carson CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Hanover Insurance Group.. OBF H550106 5701621 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators Included 3 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the coverages and broader coverage grants. This coverage is Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement Permit The following is added to SECTION II LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; Businessowners Coverage Form through new subject to the provisions applicable to the (2) Premises you own, rent, lease or occupy; or or (3) Your maintenance, operation equipment leased to you. b. The insurance afforded to such additional insured described above: or (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. (3) or use of (5) 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (I) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: (5) The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors II - a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; Will not be broader than coverage provided to any other insured; and Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) (4) 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 Hanover (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: (5) (7) Insurance Group.. OBF H550106 5701621 The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics SECTION II - LIABILITY, C. Who Is An Insured , paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury - Broad Form a. SECTION II - LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 Hanover c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment g. Insurance Group.. OBF H550106 5701621 of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit : You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; Remuneration paid to regular "employees" necessary overtime; (4) Hiring additional persons, other than your regular "employees"; Expenses incurred by "employees" including transportation and accommodations; Expenses to rent additional warehouse or storage space; Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: (3) (5) (6) (7) your for (1) If the "products - completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. (2) ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Hanover j• f. Breach of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". g. Quality or Performance of Goods -Failure to Conform to Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i. Insureds in Media and Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web -sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to F. Liability and Medical Expenses Definitions, 15. "Personal and Advertising Injury", paragraphs a., b. and c. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. k. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean-up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or Insurance Group.. OBF H550106 5701621 (2) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". I. Electronic Chatrooms or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. m. Infringement of Copyright, Patent, Trademark or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. n. Unauthorized Use of Another's Name of Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. 3. Additional Exclusions Applicable to Medical Expenses Coverage Only We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury on Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation and Similar Laws To a person, "employee" insured, if whether or not an of any benefits for 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 69 of 81 the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletic Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included within the "products - completed operations hazard". Otherwise Excluded Otherwise Excluded under SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage. 4. Additional Exclusions Applicable To Both Business Liability Coverage and Medical Expenses Coverage: Nuclear Energy Liability Exclusion This insurance does not apply: (1) Under Business Liability Coverage, to "bodily injury" or "property damage": g. (a) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (I) Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (ii) The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. (2) Under Medical Expenses Coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear (3) material" and arising out of the operation of a "nuclear facility" by any person or organization. Under Business Liability Coverage, to "bodily injury" or "property damage" resulting from the "hazardous properties" of the "nuclear material"; if: (a) The "nuclear material": (i) Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (ii) Has been discharged or dispersed therefrom; (b) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. (4) As used in this exclusion: (a) "By-product material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (b) "Hazardous properties" include radioactive, toxic or explosive properties; (c) "Nuclear facility" means: (i) Any "nuclear reactor"; (ii) Any equipment or device designed or used for: 1) Separating the isotopes of uranium or plutonium; 2) Processing or utilizing "spent fuel"; or 3) Handling, processing or packaging "waste"; (iii) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 70 of 81 Hanover custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (iv) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; (d) "Nuclear material" means "source material", "special nuclear material" or "by-product material"; (e) "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (f) "Property damage" includes all forms of radioactive contamination of property. "Source material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (h) "Special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; (j) "Waste" means any waste material: (i) Containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content; and (ii) Resulting from the operation by any person or organization of any "nuclear facility" included under paragraphs (i) and (ii) of the definition of "nuclear facility". C. Who Is An Insured 1. If you are designated in the Declarations as: (g) (i) Insurance Group.. OBF H550106 5701621 a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business ; (b) To the spouse, child, parent, brother or sister of that co - 391 -1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 71 of 81