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HomeMy WebLinkAbout26-101 The Rise Solutions Inc for BMR Program AdminstratorCITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), andRise Housing Solutions, Inc. ("Contractor"), a Corporation for BMR Program Administrator and is effective on the last date signed below ("Effective Date"). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor's duties and services under this agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2029 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. BMR Program Administrator Page 1 of9 Professional/Consulting Contracts /Version: March 2025 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 470,650 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation, or other benefits from the City. 542 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 54 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 546 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event BMR Program Administrator Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney's fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third -party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re -Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub -contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. BMR Program Administrator Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single -sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City's final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: BMR Program Administrator Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub -subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third -party claim. At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. BMR Program Administrator Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired -Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti -discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub -contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. ':1 111) 1 0 ►: N 1A City Project Manager. The City assigns Nicky Vu as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Matt Warner as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre -approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW. VENUE. AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross -complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. ILL There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. BMR Program Administrator Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave Cupertino, CA 95014 Attention: Nicky Vu Email: NickyV@cupertino.gov 27. EXECUTION To Contractor: Rise Housing Solutions, Inc. 1990 N. California Blvd., Suite 20-1074 Walnut Creek, CA 94596 Attention: Matt Warner Email: matt(a,risehousing.com The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated BMR Program Administrator Page 8 of9 Professional/Consulting Contracts /Version: March 2025 by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Tina Kapoor Title City Manager 07/09/2026 Date lfl e AS WFORM: Mc MICHAEL K. WOO Senior Assistant City Attorney ATTEST: L ur&t s LAUREN SAPUDAR City Clerk DATE. 07/09/2026 CONTRACTOR B Y Name Matthew Warner Title President Date 07/01/2026 Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 Exhibit A - Scope of Work I. Overview The City of Cupertino ("City") requires a qualified consultant to provide services to administer the City's Below Market Rate (BMR) Housing Program. II. Background The City's Housing Mitigation Program (BMR Program) was adopted in 1992 to generate affordable housing. The ordinance requires developers to provide a specified number of affordable owner -occupied and rental units. BMR for -sale units are made available to median and moderate -income households. BMR rental units are made available to low and very low-income households. The units are managed in accordance with City Council adopted guidelines, known as Policy and Procedures Manual for Administering Deed Restricted Affordable Housing Units (BMR Admin Manual) which is available for view on the City's Housing website. These units are subject to deed restrictions which ensure that the units remain affordable for the longest possible period of time. Since the adoption of this ordinance, the City has secured 260 total BMR units, of which 118 units are for -sale units and 142 are rental units. In accordance with all applicable Federal, State, and local laws, the contract for BMR Program Administration services will include, but is not limited to the following: III. Administration Services • Consultant will be the primary contact for the BMR Program and will handle all inquiries and correspondence from applicants, current BMR homeowners and renters, and property managers in buildings with units restricted under the BMR Program. • Consultant will advertise the BMR Program, as needed, to solicit buyers and renters for available units and to establish a waiting list. • Consultant will maintain a waiting list of qualified buyers and renters in accordance with the BMR Program guidelines. Maintenance of the waiting list includes reviewing required annual applications to remain on the waiting list, assisting City staff to conduct an annual lottery for new applicants, and sorting all applicants into the appropriate priority point level within the waiting list. • Consultant will utilize the City's procedures, ordinance(s), resolution(s), and guidelines in the implementation of the BMR Program. • Consultant will provide suggestions to the City for potential modifications to the City's application process, procedures, and/or guidelines to ensure effective operation of the BMR Program. • Consultant will maintain marketing content for the BMR Program, including flyers, website, and other material as needed. • When requested by the City, Consultant will advise and assist City staff on matters related to the BMR Program. • As necessary, Consultant will provide access to translation in other languages. • Consultant will manage all appeals submitted to the BMR Program. IV. BMR Purchase Program Services • Consultant will manage the entire sale process from advertising of available units to completing the closing on the BMR unit. • Consultant will prepare and maintain the sales schedule for City approval. • Upon receipt of one or more applications for the purchase of a unit, Consultant will ensure that each application is complete, verify eligibility, and confirm priority points. Consultant will rank the applications according to criteria in the City's written guidelines and coordinate approval with the City. • Consultant will be available to answer any questions regarding the BMR Program and will help facilitate escrow closing. Consultant will also facilitate recordation of the resale restrictions, requests for notice of default, subordination agreements, and any other applicable documents with the title company prior to close of escrow. • Consultant will maintain a list of local realtors and lenders interested in providing loans to qualified BMR Program applicants. • Consultant will inspect prospective sales units, hold at least one "open house" for prospective buyers, assist buyers with locating a realtor, financing, coordinate appraisal, property and termite inspections, prepare disclosure statements, open and close escrows all in accordance with accepted real estate practices, and coordinate close of escrow to meet program deadlines (90 days in most cases). • Consultant will provide or arrange Home Buyer education consistent with U.S. Department of Housing and Urban Development (HUD) standards. • Consultant will monitor BMR units annually to confirm program compliance and investigate and manage potential defaults. • Consultant will review and process requests for refinancing of BMR homes and junior loans in accordance with BMR Program guidelines. V. BMR Rental Program Services • Consultant will manage entire rental process including advertising of available units. • Consultant will provide the property owner / manager of projects containing City BMR units with the most current income and rent guidelines upon issuance by HCD and HUD each year. • Consultant will monitor BMR unit rents annually to ensure compliance with the required affordable rent levels under the BMR Program. • Consultant will advise the property owner / manager regarding their compliance with the BMR Program. • Consultant will verify the eligibility of prospective tenants qualified by the property manager. • Consultant will accept and review expedited re -applications submitted from displaced BMR tenants aiming to re -apply to the BMR list to be rehoused throughout the year. • Consultant will manage the entire recertification process annually to ensure renters maintain BMR Program eligibility. In the event that a renter no longer qualifies for the City's BMR Program, consultant will work with the property manager to terminate the tenant's BMR Program participation after the applicable appeal period has lapsed and to qualify a new applicant for that BMR unit. VI. Estimated Project Timeline Consultant will perform the services for the program year identified in the Scope of Work Exhibit in this Agreement. This will include FY 26-27, FY 27-28, and FY 28-29 (July 1, 2026 - June 30, 2029). VII. Conflict of Interest Consultant warrants that it has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of the services described in this agreement, and that it will not employ any person having such an interest. Consultant agrees to advise the City immediately if any conflict arises. Consultant further understands that it and its staff members must abide by all applicable statues, rules, and regulations regarding conflicts of interest, including the Political Reform Act, Government Code Section 1090, and implementing regulations, including Title 2, Division 6, Section 18700 of the California Code of Regulations. Exhibit B - Schedule of Work Plan/ Exhibit C - Schedule of Fees Proposed Pricing for the City of Cupertino Administration of Cupertino's BMR Programs I!7atetsIInt.blsIts BMR Ownership Homes in Portfolio (a) BMR Rental Homes in Portfolio (a) Estimated Number of Resales BMR Ownership Homes Subject to Annual Monitoring (b) Estimated Number of Refinances Estimated Number of BMR Rental Unit Turnover (c) Estimated Number of Eligibility Reviews to Fill a Vacant Unit Workshops (Waitlist Orientation) Annual Escalator 326-2029 Rate 118 .: 131 .: . 131 138 52 32 2 2 2 116 129 129 2 2 2 14 5 3 2 2 2 1 1 1 0% 0% ANNUAL FIXED FEES I - Onboarding Costs Va $ - $ - $ - Reld calls from City & public, maintain websfte, staff, reporting (e) $2,000 per month $ 24,000 $ 24,000 $ 24,000 BMR Ownership Annual Compliance Monitoring $185 per household $ 21,460 $ 23,865 $ 23,865 BMR Rental Re -certification $750 per household $ 103,500 $ 39,000 $ 24,000 Waitlist Management - Displaced Waftlist (f) $7500 per year $ 7,500 $ 7,500 $ 7,500 Wait list Update - Ownership $7500 per waitlist update $ 7,500 $ 7,500 $ 7,500 Wait list Update - Rental $7500 per waitlist update $ 7,500 $ 7,500 $ 7,500 Awrsel F'xed Cost subtotal $ 171,460 $ 109,365 $ 94,365 ANNUAL VARIABLE FEES (VOLUME DEPENDENT) BMR Orientation MeetingNVorkshops $1,000 per workshop $ 1,000 $ 1,000 $ 1,000 Management of Resales $8,000 per home $ 16,000 $ 16,000 $ 16,000 Management of Refinances $900 per transaction $ 1,800 $ 1,800 $ 1,800 BMR Rental Eligibility Verification Upon Vacancy $750 per applicant $ 20,700 $ 7,800 $ 4,800 Allowance for Hourly (assumes Program Manager rates for (g) $160 per hour $ 1,920 $ 1,920 $ 1,920 pricing) Uanable Cost Subtotal $ 41,420 $ 28,520 $ 25,520 Annual Fixed Costs $ 171,460 $ 109,365 $ 94,365 Projected Transactional Costs $ 41,420 $ 28,520 $ 25,520 Contact Maximum $ 212,880 $ 137,885 $ 119,885 President $245 per hour Program Manager $160 per hour Program Associate $80 per hour Notes (a) The portfolio unit total removes any units that have expiring restrictions in that fiscal year, regardless of when the units expire in that fiscal year. Pose Housing also reviewed all Cupertino approved residential projects and made assumptions when the units would be added to the portfolio. The three rental units and the ownership unit from Coach House, and the twelve ownership units from Summerhill 20840 Steven's Creek Blvd project were added for fiscal year 2027/2028. Projects that were still in review were not considered. The Rise and Westport were also not considered. (b) The number of BMR Ownership units subject to annual compliance monitoring is the total number of homes in the portfolio, subtracted by the assumed re -sales in the year as owners are exempt from monitoring the year they purchase. (c) Historically over the last 3 years 10% of the rental portfolio turns over and new tenants am sourced for the vacant unit. (d) Rise Housing will charge a maximum of two application file reviews to fill a vacant unit. (e) The fee covers staff time fielding questions from applicants, program participants, and the City, submitting reports, regularly updafing website and marketing materials and cross -training of multiple staff to be versed in the program details. (f) This fee will be charged Januarylst for the annual management of the displaced waftlist that will be open all year to new app(cants. (g) The assumes 18 hours a year for services provided outside of the base scope, including processing appeals and other matters at the request of City staff. EXHIBIT D Insurance Requirements Professional Consultant Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. h Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City's own insurance or self-insurance shall not be called upon. 2 Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non -owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. ❑ Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1), or if Consultant does not own autos (hired autos -Symbol 8 and non -owned autos -Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. ❑ Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos -Symbol 8 and non -owned autos -Symbol 9. Primary and Non -Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non -owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1). Exh. D -Insurance Requirements for Professional Consultant Contracts Version: May 2025 ❑ In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 each accident/ disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims -made basis form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. h Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers ("Additional Insureds") are to be covered and endorsed as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non -Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers' Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D -Insurance Requirements for Professional Consultant Contracts Version: May 2025 Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert "$0"). At City's option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A - VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D -Insurance Requirements for Professional Consultant Contracts Version: May 2025 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 06/30/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Janet O'Meara NAME: Bliss Sequoia Insurance PHONE (503) 364-5401 FAX AIC No, Ext): (A/C, No): P.O. Box 826 E-MAILhU Ins.com ADDjano@huggins.com INSURER(S) AFFORDING COVERAGE NAIC # Salem OR 97308 INSURER A: Underwriters at Lloyd's, London INSURED INSURER B: United Financial Casualty Co 11770 Rise Housing Solutions, Inc. INSURER C: Hartford Casualty Ins Co 29424 1990 N California Blvd INSURER D: Suite 20 PMB 1074 INSURER B: Walnut Creek CA 94596 INSURER F: COVERAGES CERTIFICATE NUMBER: (26-27) REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. ILT R LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGETO RENTED 50 CLAIMS -MADE OCCUR PREMISES (Ea occurrence) $ ,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 A Y Y MEO5314986.25 05/14/2026 05/14/2027 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY jECT LOC PRODUCTS-COMP/OPAGG $ 3,000,000 OTHER: Retention $ $1,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) BODILY INJURY (Per person) $ ANY AUTO B OWNED X SCHEDULED Y Y 01093863 05/14/2026 11/14/2026 BODILY INJURY(Peraccident) $ AUTOS ONLY AUTOS HIRED NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) Medical payments $ 5,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 A EXCESS LIAR CLAIMS -MADE TXS 0002511-00 05/14/2026 05/14/2027 DED I I RETENTION $ 0 $ - WORKERS COMPENSATION \/ PER 0TH - AND EMPLOYERSLIABILITY Y/N N I� STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ C ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N / A Y 52WECAL3CHM 04/14/2026 04/14/2027 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ Each Claim Limit $2,000,000 Professional Liability A MEO5314986.25 05/14/2026 05/14/2027 Aggregate Limit $3,000,000 Retention $1,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ar additional insured when required by written contract in respect to General Liability and automobile liability per attached. The General Liability policy evidenced herein is Primary & Non -Contributory where required by written contract with the named insured. A Waiver of Subrogation in favoer of the certificate holder with respect to the General Liablity, automobile liability, and the Workers Compensation in accorance wiht the policy's provisions, per attached. WCLGL E6814 CW (07/14) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Cupertino, ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 r h �IYJ��Gti © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 7 r. ACORL7 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/23/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Progressive Commercial Lines Customer and Agent Servicing Huggins Insurance Services Inc. PO BOX 270, SALEM, OR 97308 PHONE (A/C, No, Ext :1-800-444-4487 FAX A/C Not: E-MAIL ro ressivecommercial email. ro ressive.com ADDRESS: progressivecommerciaI@email.progressive.com C P 9 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: United Financial Casualty Company 11770 INSURED INSURER B: RISE HOUSING SOLUTIONS 1990 N CALIFORNIA BLVD INSURER C: INSURER D: SUITE 20 PMB 10, CA 94596-0000 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 927368385051300274DO62326T143746 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE NSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE OCCUR D PREMISES Eaoccurrrence MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PRO- POLICY JECT LOC OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $1,000,000 )( ANY AUTO BODILY INJURY (Per person) A OWNED SCHEDULED AUTOS ONLY x AUTOS Y Y 01093863 05/14/2026 11/14/2026 BODILY INJURY(Peraccident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION Y/N AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBEREXCLUDED? N /A PEft H- E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYE If yes, describe under DESCRIPTION CRIPTIIPTI ON OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ See ACORD 101 for additional coverage details. $ A Y Y 01093863 05/14/2026 11/14/2026 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: A D� ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Huggins Insurance Services Inc. RISE HOUSING SOLUTIONS 1990 N CALIFORNIA BLVD POLICY NUMBER SUITE 20 PMB 10, CA 94596-0000 01093863 CARRIER I NAIC CODE EFFECTIVE DATE: 05/14/2026 United Financial Casualty Company 11770 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Additional Coverages Insurance coverage(s) Limits ..................................................................................................................... Uninsured/Underinsured Motorist $1,000,000 Combined Single Limit Description of LocationNehicles/Special Items Scheduled autos only .......................................................................................................... 2022 FORD F150 LIGHTNING 1FT6W1EV4NWG04450 Collision $1,000 Ded Comprehensive $1,000 Ded Medical Payments $5,000 each person Rental Reimbursement $40 Per Day ($1,200 Max) Roadside Assistance Selected w/$0 Ded Additional Information City of Cupertino, its City Council, officers, officials, employees, agents, servants & volunteers, is listed as an Additional Insured and Waiver of Subrogation Holder. This policy is primary and non-contributory as to City of Cupertino, its City Council, officers, officials, employees, agents, servants & volunteers, regardless of whether Holder is a named insured of any other policy. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PROOREJI/UE` COMMERCIAL Policy number: 01093863 Underwritten by: United Financial Casualty Co. Insured: RISE HOUSING SOLUTIONS June 30, 2026 Policy Period: May 14, 2026 — Nov 14, 2026 Additional insured endorsement Name of Person or Organization City of Cupertino, its City Council, officers, officials, Ci 10300 TORRE AVENUE CUPERTINO, CA 95014 Mailing Address United Financial Casualty Co. PO Box 94739 Cleveland, OH 44101 1-800-444-4487 For customer service, 24 hours a day, 7 days a week This endorsement modifies insurance provided under the commercial auto policy and any endorsements thereto affording liability coverage. The person or organization named above is an insured with respect to such liability coverage as is afforded by the policy, but this insurance applies to said insured only as a person liable for the conduct of another insured and then only to the extent of that liability. We also agree with you that insurance provided by this endorsement will be primary for any power unit specifically described on the Declarations Page and showing liability coverage. limit of Liability Bodily Injury each person/ each accident Property Damage each accident Combined Liability $ 1,000,000 each accident All other terms, limits and provisions of this policy remain unchanged. This endorsement applies to Policy Number: 01093863 Issued to (Name of Insured): RISE HOUSING SOLUTIONS Effective date of endorsement: August 8, 2025 Policy expiration date: November 14, 2026 Form 1198 /0 7/16) M CL u HISCOX PROTM General Liability Coverage Part (Occurrence) I. What is covered A. Bodily injury and property We will pay up to the coverage part limit for damages you become legally obligated to pay damage because of bodily injury or property damage to which this Coverage Part applies, provided: 1. the bodily injury or property damage occurs during the policy period; 2. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; and 3. you have paid the applicable retention stated in the Declarations. We will have the right and duty to defend any claim seeking such damages, as set out in Section II. Defense and supplementary payments. We may, at our discretion, investigate any occurrence and settle any claim that may result. B. Personal and advertising We will pay up to the Personal and Advertising Injury Limit stated in the Declarations for damages injury you become legally obligated to pay because of personal and advertising injury to which this Coverage Part applies, provided: 1. the personal and advertising injury is caused by an offense arising out of your business operations; 2. the personal and advertising injury is caused by an offense committed in the coverage territory during the policy period; and 3. you have paid the applicable retention stated in the Declarations. We will have the right and duty to defend any claim seeking such damages, as set out in Section II. Defense and supplementary payments. We may, at our discretion, investigate any offense and settle any claim that may result. C. Medical payments Regardless of fault, we will pay up to the Medical Payments limit stated in the Declarations for medical expenses incurred by each person for bodily injury caused by an accident to which this Coverage Part applies, provided: 1. the accident takes place within the coverage territory and on premises rented to or owned by you or in connection with your business operations; 2. the accident occurs during the policy period; 3. the expenses are incurred and reported to us within one year of the date of the accident; and 4. the person who sustained such bodily injury submits to examination, at our expense, by physicians of our choice as often as we reasonably require. II. Defense and supplementary payments A. Claims against you With respect to any claim against you that we investigate, defend, or settle, we will pay: 1. claim expenses we incur with counsel of our choice to defend you; 2. up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the bodily injury coverage described in Section I. What is covered, A. Bodily injury and property damage, applies, but we will have no obligation to apply for or furnish any such bonds; 3. the cost of bonds to release attachments, but only for bond amounts within the applicable limit. We will have no obligation to apply for or furnish any such bonds; 4. reasonable expenses incurred by you at our request to assist us in the investigation or defense of such claim, including actual loss of earnings up to $1,000 a day because of time off from work; Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 1 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) 5. court costs taxed against you in the claim; however, costs do not include attorney fees or expenses; 6. prejudgment interest awarded against you on that part of any judgment we pay. If we make an offer to pay the applicable limit, we will not pay any prejudgment interest based on the period of time after the offer; and 7. interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit. B. Claims against your If we defend a claim against you, and your indemnitee is also named as a party to the claim, we indemnitee will also defend such indemnitee if all of the following conditions are met: 1. the claim against the indemnitee seeks damages for which you have assumed the indemnitee's liability in an insured contract; 2. you have assumed the obligation to defend or pay for the defense of the indemnitee in the same insured contract; 3. this Coverage Part would apply to the liability you have assumed if the claim against the indemnitee had been made against you; 4. the allegations in the claim and the information we know about the occurrence are such that no conflict of interest appears to exist between your interests and your indemnitee's interests; 5. you and your indemnitee request that we conduct and control the defense of such indemnitee and agree we can assign the same counsel to defend both you and your indemnitee; and 6. your idemnitee agrees in writing to: a. follow the requirements of Section III. Your obligations to us, B. Your duty to cooperate, of the General Terms and Conditions; b. notify any other insurer whose coverage may be available to the indemnitee and cooperate with us with respect to coordinating any other insurance applicable to the indemnitee; and c. authorize us to conduct and control the defense of the indemnitee. Our obligation to make any payments under this Section II ends when we have used up the coverage part limit. No retention will apply to amounts we pay under this Section II, and such payments will be in addition to, and not part of, the coverage part limit. III. Who is an insured A. Sole proprietorships B. Partnerships or joint ventures In addition to the named insured, other persons or organizations may qualify as insureds, as stated below. For purposes of this Section III only, you means the named insured. If you are 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. However, if you die: 1. persons or organizations having proper temporary custody of your property are insureds, but only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed; and 2. your legal representative is an insured, but only with respect to his or her duties as your legal representatives. As such, they will assume your legal rights and duties under this Coverage Part. If you are a duly organized partnership (including a limited liability partnership) or a joint venture, your members, partners, and their spouses are insureds, but only with respect to the conduct of your business. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 2 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) C. Limited liability If you are a duly organized limited liability company, your members and their spouses are companies insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. D. Other organizations If you are an organization (including a professional corporation) other than a partnership, joint venture, or limited liability company, your directors and officers are insureds, but only with respect to their duties as your directors or officers. Your stockholders and their spouses are also insureds, but only with respect to their liability as your stockholders. E. Trusts If you are a trust, your trustees are insureds, but only with respect to their duties as your trustees. F. Employees Your employees are insureds, but only while in the course and scope of their employment by you or while performing duties related to the conduct of your business. G. Volunteer workers Your volunteer workers are insureds, but only while in the course and scope of their activities related to the conduct of your business performed on your behalf or at your direction. H. Real estate managers Persons (other than your employees) or organizations acting as your real estate managers are insureds, but only with respect to their duties as your real estate managers. I. Amateur athletic Any person representing you while participating in an amateur athletic activity you sponsor is an participants insured. However, no such person is an insured for: 1. bodily injuryto: a. a co -participant, your employee, or your volunteer worker while also participating in the amateur athletic activity you sponsor; or b. you or any of your partners, members, or officers; or 2. property damage to property owned, occupied, or used by; rented to; or in the care, custody, or control of: a. a co -participant in the amateur athletic activity you sponsor, your employee, or your volunteer worker; or b. you or any of your partners, members, or officers. J. Newly acquired or formed If there is no other similar insurance available, any organization you acquire or form during the organizations policy period, and in which you have majority ownership or interest at the time of an occurrence or offense covered by this Coverage Part, will qualify as an insured. This coverage is effective on the date of acquisition or formation and is afforded only until the 180th day after you acquire or form the organization, or the end of the policy period, whichever is earlier. There is no coverage for the acquired or formed organization for: 1. bodily injury or property damage that occurred; or 2. personal or advertising injury arising out of an offense that was committed, before you acquired or formed the organization. The acquired or formed organization is an insured only with respect to the conduct of your business. K. Additional insureds If you have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, the following persons or organizations are insureds: 1. Any person or organization from whom you lease any premises, but only with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to you. However, there is no coverage for such additional insureds for any structural alterations, new construction, or demolition operations performed by or on behalf of the additional insured. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 3 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) A person or organization's status as an additional insured under this subsection 1 ends when you cease to be a tenant in the premises. Any person or organization for whom you are performing operations, but only with respect to liability arising out of: a. your acts or omissions or of those acting on your behalf; and b. the performance of your ongoing operations for the additional insured. However, there is no coverage for such additional insureds for: a. bodily injury, property damage, or personal and advertising injury arising out of the rendering of or failure to render any professional architectural, engineering, or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings, or specifications; or (2) supervisory, inspection, architectural, or engineering activities; or b. bodily injury or property damage occurring after: (1) all work, including materials, parts, or equipment furnished in connection with such work, on the project (other than service, maintenance, or repairs) to be performed by or on behalf of the additional insured at the location of the covered operations has been completed; or (2) that portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. A person or organization's status as an additional insured under this subsection 2 ends when your operations for that additional insured are completed. Any person or organization who sells or distributes your products (referred to in this subsection as "vendor"), but only with respect to bodily injury or property damage arising out of your products sold or distributed in the regular course of such vendor's business. However, there is no coverage for such additional insureds for: a. bodily injury or property damage for which the vendor is legally obligated to pay damages because of liability assumed in a contract or agreement; however, this exclusion will not apply to liability the vendor would have in the absence of such contract or agreement; b. any express warranty unauthorized by you; c. any physical or chemical change in the product made intentionally by the vendor; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product; f. demonstration, installation, servicing, or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part, or ingredient of any other thing by or for the vendor; h. bodily injury or property damage arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf; however, this exclusion will not apply to: Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 4 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) (1) repackaging 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; (2) demonstration, installation, servicing, or repair operations performed at the vendor's premises in connection with the sale of the product; or (3) inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product. This insurance does not apply to any person or organization from whom you have acquired: products; b. any ingredient or part of any product; or c. any container containing any products. Any person or organization from whom you lease any equipment, but only with respect to liability arising out of your maintenance, operation, or use of such equipment. A person or organization's status as an additional insured under this subsection 4 ends when the equipment lease expires, and this insurance will not apply to any occurrence or offense which takes place after such expiration. Any other person or organization not included in 1 through 4 above, provided the contract or agreement: a. is currently in effect or becomes effective during the policy period; and b. was executed before the bodily injury or property damage occurred or the offense out of which the personal and advertising injury arises was committed. Coverage is available for additional insureds solely for their liability arising out of your negligence or of those acting on your behalf and not for any liability arising out of the sole negligence of the additional insured. Primary and Non -Contributory wording/ Waiver of Subrogation Notwithstanding anything to the contrary in the other insurance provisions in the General Terms and Conditions or in this Coverage Part, the coverage available under this Coverage Part to any additional insured will be primary and non-contributory, and any other insurance available to the additional insured for the same claim or occurrence will be specifically excess of the coverage part limit. Notwithstanding anything to the contrary in the subrogation provision in the General Terms and Conditions, we agree to waive any right of recovery we may have against any additional insured because of payments we make for injury or damage arising out of: the ownership, maintenance, or use of that part of any premises leased to you; your ongoing operations; or 3. your work done under a contract with the additional insured and included in the products - completed operations hazard. The limits of liability applicable to any additional insured are either the amounts specified in the contract or agreement requiring them to be added as an additional insured, or the limits identified in the Declarations, whichever is less, and such amounts will be a part of, and not in addition to, the coverage part limit. IV. Limits of liability The limits stated in the Declarations and the rules below will be the most we will pay regardless of the number of: insureds; claims made or brought; or persons or organizations making or bringing claims. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 5 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) A. Per location limit The Per Location Limit identified in the Declarations is the most we will pay for all damages because of bodily injury and property damage occurring at each separate location where you perform business operations arising out of any one occurrence. This limit will apply only if an endorsement listing your separate locations is added to this Coverage Part. B. Products -completed The Products -Completed Operations Limit identified in the Declarations is the most we will pay for operations limit all damages because of bodily injury and property damage included in the products - completed operations hazard arising out of any one occurrence. C. Personal and advertising The Personal and Advertising Injury Limit identified in the Declarations is the most we will pay for injury limit all damages because of personal and advertising injury arising out of any one claim. D. Damage to premises limit The Damage to Premises limit identified in the Declarations is the most we will pay for all damages because of property damage to any one premises while rented to you or temporarily occupied by you with permission of the owner. E. Elevator liability sublimit An Elevator Liability Sublimit of $25,000 is the most we will pay for all damages because of property damage resulting from the use of an elevator at premises you own, rent, or occupy and arising out of any one occurrence. F. Medical payments limit The Medical Payments limit identified in the Declarations is the most we will pay for the sum of medical expenses for bodily injury sustained by any one person covered under Section I. What is covered, C. Medical payments. No retention will apply to amounts we pay under Section I. What is covered, C. Medical payments, and such amounts will be in addition to, and not part of, the coverage part limit. All other limits described in this Section IV will be in excess of the retention and will be a part of, and not in addition to, the coverage part limit. V. Other provisions affecting coverage A. Notifying us of claims, 1. You must give written notice to us of any claim made or brought against you as soon as occurrences, or offenses possible, including the specifics of the claim and the date received. You must give written notice to us of any occurrence or offense which may result in a claim as soon as possible. To the greatest extent possible, the notice must include: a. how, when, and where the occurrence or offense took place; b. the names and addresses of any injured persons and witnesses; and c. the nature and location of any injury or damage arising out of the occurrence or offense. All such notifications must be in writing and include a copy of any claim, and must be submitted to us via the designated email address or mailing address identified in Item 6 of the Declarations. B. Retention Our obligation to pay any damages under this Coverage Part is in excess of the retention, which you must pay in connection with each covered occurrence or offense. The retention does not apply to claim expenses or any other payments we make under Section II. Defense and supplementary payments. C. Legal action against us No person or organization has a right under this Coverage Part: to join us as a party or otherwise bring us into a claim seeking damages from you; or to sue us on this Coverage Part unless all of its terms and conditions have been fully complied with. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 6 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) A person or organization may sue us to recover on an agreed settlement or final judgment against you, but we will not be liable for damages that are not covered under this Coverage Part or that are in excess of the applicable limits. An agreed settlement means a settlement and release of liability signed by us, you, and the claimant or claimant's legal representative. D. Other insurance For purposes of this Coverage Part, the Other insurance provision in Section V. Other provisions affecting coverage, of the General Terms and Conditions is replaced by the following: If other valid and collectible insurance is available to you for a claim we would otherwise cover under this Coverage Part, our obligations are limited as follows: 1. Primary insurance - This Coverage Part is primary except when the Excess insurance provision below applies. If this Coverage Part is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with any other insurance by the method described in the Method of sharing provision below. 2. Excess insurance - This Coverage Part is excess over any other insurance, whether primary, excess, contingent, or on any other basis: a. that provides fire, extended coverage, builder's risk, installation risk, or similar coverage for your work; b. that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; c. if the loss arises out of aircraft, autos, or watercraft (to the extent not subject to Exclusion A. 1. Aircraft, autos, or watercraft); d. that is insurance available to you because you have been added as an additional insured. When this Coverage Part is excess, we have no duty to defend you against any claim if any other insurer has a duty to defend you against such claim. If no other insurer defends, we will undertake to do so, but we will be entitled to your rights against those other insurers. When this Coverage Part is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of: a. the total amount that all other insurance would pay for loss in the absence of this Coverage Part; and b. the total of all deductible and self -insured amounts under all other insurance and this Coverage Part. We will share the remaining loss, if any, with any other insurance that is not described in this Excess insurance provision and was not purchased or agreed specifically to apply in excess of this Coverage Part. 3. Method of sharing If all of the other insurance permits contribution by equal shares, we will contribute by equal shares. Under this method, each insurer contributes equal amounts until it has paid its applicable limits or none of the loss remains, whichever occurs first. If any other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limits to the total applicable limits of all insurers. E. Separation of insureds Except with respect to the limits and any rights or duties specifically assigned to the named insured, this Coverage Part applies separately to each insured against whom a claim is made or brought. VI. Exclusions — What is not covered Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 7 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) A. Bodily injury and property damage We will have no obligation to pay any sums under this Coverage Part, including any damages or exclusions claim expenses, for any claim for: Aircraft, autos, or 1. bodily injury or property damage arising out of the ownership, maintenance, use, or watercraft entrustment to others of any aircraft, auto, or watercraft owned or operated by or rented or loaned to you. Use includes operation and loading and unloading. This exclusion will apply even if the claim against you alleges negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by you, if the occurrence causing the bodily injury or property damage involved the ownership, maintenance, use, or entrustment to others of any aircraft, auto, or watercraft owned or operated by or rented or loaned to you. However, this exclusion will not apply to: a. watercraft while ashore on premises owned by or rented to you; b. watercraft you do not own, provided it is: (1) less than 75 feet long; and (2) not being used to transport persons or property for a charge; c. the parking of an auto on, or on the ways next to, premises owned by or rented to you, provided the auto is not owned by or rented or loaned to you; d. liability assumed in an insured contract for the ownership, maintenance, or use of an aircraft or watercraft by others; e. bodily injury or property damage arising out of: (1) the operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of mobile equipment if it were not subject to a compulsory financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (2) operation of the equipment described in 6.b or 6.c of the definition of mobile equipment; or f. aircraft you do not own. However, this Coverage Part will be excess over any other insurance that applies to such aircraft, whether primary, excess, contingent, or on any other basis, and the rules stated in Section V. Other provisions affecting coverage, D. Other insurance, 2. Excess insurance will apply. Damage to impaired 2. property damage to impaired property or property that has not been physically injured property or property not arising out of: physically injured a. a defect, deficiency, inadequacy, or dangerous condition in your product or your work; or b. a delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms and conditions. However, this exclusion will not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use. Damage to property 3. property damage to: a. property you own, rent, or occupy, including any costs or expenses incurred by you or any other person or organization for repair, replacement, enhancement, restoration, or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. premises you sell, give away, or abandon, if the property damage arises out of any part of those premises; c. property loaned to you; d. personal property in your care, custody, or control; Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 8 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) e. that particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the property damage arises out of those operations; or f. that particular part of any property that must be restored, repaired, or replaced because your work was incorrectly performed on it. Subsections a, c, and d of this exclusion will not apply to property damage (other than damage by fire) to premises (including the contents of the premises) rented to you for seven or fewer consecutive days. However, any payments we make for property damage to such property will be subject to the Damage to Premises Limit. Subsection b of this exclusion will not apply if the premises are your work and were never occupied, rented, or held for rental by you. Subsections c, d, e, and f of this exclusion will not apply to liability assumed under a sidetrack agreement. Subsection f of this exclusion will not apply to property damage included in the products - completed operations hazard. Subsections c, d, and f of this exclusion will not apply to property damage arising out of the use of an elevator at premises you own, rent, or occupy. However, any payments we make for such property damage will be subject to the Elevator Liability Sublimit. Subsection d of this exclusion will not apply to property damage to equipment you borrow while at a job site, but only if it is not being used by anyone to perform operations at the time of such property damage. Damage to your product 4. property damage to your product arising out of it or any part of it; however, this exclusion will not apply to property damage arising out of the use of an elevator at premises you own, rent, or occupy, but any payments we make for such property damage will be subject to the Elevator Liability Sublimit. Damage to your work 5. property damage to your work arising out of it or any part of it and included in the products -completed operations hazard; however, this exclusion will not apply if the damaged work or the work out or which the damage arises was performed on your behalf by a subcontractor. Expected or intended 6. bodily injury or property damage expected or intended from the standpoint of any Injury insured; however, this exclusion will not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. Injury to employee 7. a. bodily injury to your employee arising out of and in the course and scope of employment by you or while performing duties related to the conduct of your business; or b. bodily injury to the spouse, child, parent, brother, or sister of such employee as a consequence of any bodily injury described in paragraph 7.a above. This exclusion will apply: a. whether you may be liable as an employer or in any other capacity; and b. to any obligation to share damages with or repay someone else who must pay damages because of any injury described in paragraphs 7.a and 7.b above. However, this exclusion will not apply to: a. liability for damages you assume in an insured contract; or b. bodily injury arising out of and in the course and scope of domestic employment by you, unless benefits for such injury are in whole or in part either payable or required to be provided under any workers' compensation law. Liquor liability 8. bodily injury or property damage for which you may be held liable by reason of: a. causing or contributing to the intoxication of any person; Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 9 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) b. furnishing alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. any statute, ordinance, or regulation relating to the sale, gifting, distribution, or use of alcoholic beverages. However, this exclusion will apply only if you are in the business of manufacturing, distributing, selling, serving, or furnishing alcoholic beverages. Mobile equipment 9. bodily injury or property damage arising out of: a. the transportation of mobile equipment by an auto owned or operated by or loaned or rented to you; or b. the use of mobile equipment in, while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. Prior knowledge 10. bodily injury or property damage which: a. you; b. any insured listed in A through E of Section III. Who is an insured; or c. any employee authorized by you to give or receive notice of an occurrence or claim, knew had occurred prior to the policy period. Any continuation, change, or resumption of any such bodily injury or property damage during or after the policy period will be deemed to have been known prior to the policy period. Bodily injury or property damage will be deemed to be known if you, any insured listed in A through E of Section III. Who is an insured, or any employee authorized by you to give or receive notice of an occurrence or claim: a. reports all or any part of the bodily injury or property damage to us or any other insurer; b. receives a claim because of the bodily injury or property damage; or c. becomes aware by any other means that the bodily injury or property damage has occurred or has begun to occur. Exclusions 1, 2, 3, 4, 5, 8, and 9 of this Section A do not apply to damage by fire to premises while rented to you or temporarily occupied by you with the owner's permission. However, any payments we make for property damage to such premises will be subject to the Damage to Premises Limit. B. Personal and advertising injury We will have no obligation to pay any sums under this Coverage Part, including any damages or exclusions claim expenses, for any claim for personal and advertising injury: Breach of contract 1. based upon or arising out of any breach of contract, except an implied contract to use another's advertising idea in your advertisement. Failure to conform to 2. based upon or arising out of the failure of goods, products, or services to conform with any statements statement of quality or performance made in your advertisement. Insureds in media and 3. committed by any insured whose business is: internet type businesses a. advertising, broadcasting , g, publishing, or telecasting; b. designing or determining content of websites for others; or c. an internet search, access, content, or service provider. However, this exclusion will not apply to personal and advertising injury caused by: a. false arrest, detention, or imprisonment; b. malicious prosecution; or Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 10 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) c. the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies, committed by or on behalf of its owner, landlord, or lessor. For 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. Knowing violation of 4. caused by you or at your direction with knowledge the act would violate the rights of rights of another another and would inflict personal and advertising injury. Material published prior 5. based upon or arising out of oral or written publication of material whose first publication to policy period took place prior to the policy period. Material published with 6. based upon or arising out of oral or written publication of material by you or at your direction knowledge of falsity with knowledge of its falsity. Unauthorized use of 7. based upon or arising out of any actual or alleged unauthorized use of another's name or another's name or product in your email address, domain name, metatag, or any similar tactics to mislead product another's potential customers. Wrong description of 8. based upon or arising out of any actual or alleged wrong description of the price of goods, prices products, or services stated in your advertisement. C. Medical payments We will have no obligation to pay any sums under Section I. What is covered, C. Medical exclusions payments for medical expenses for bodily injury: Athletic activities 1. to any person injured while practicing, instructing, or participating in any physical exercises or games, sports, or athletic contests; however, this exclusion will not apply to a person who is not an insured injured while participating in an amateur athletic activity you sponsor. Injury on normally 2. to any person injured on that part of any premises you own or rent that the person normally occupied premises occupies. Injury to you 3. to you or any person hired to work for or on behalf of you or your tenant; however, this exclusion will not apply to a volunteer worker. Products -completed 4. included in the products -completed operations hazard. operations hazard Workers' compensation 5. to any person, whether or not your employee, if benefits for such bodily injury are payable or similar laws or must be provided under any workers' compensation, disability benefits, or any similar law. D. Exclusions applicable We will have no obligation to pay any sums under this Coverage Part for medical expenses, or to the entire general for any claim, including any damages or claim expenses, for bodily injury, property damage, liability coverage part or personal and advertising injury: Asbestos 1. based upon or arising out of the actual or alleged mining, processing, manufacturing, use, testing, ownership, sale, or removal of asbestos, asbestos fibers, or material containing asbestos; exposure to asbestos, asbestos fibers, or materials containing asbestos; or the provision of instructions, recommendations, notices, warnings, supervision, or advice given, or which should have been given, in connections with asbestos, asbestos fibers, or structures or materials containing asbestos. Biological agents 2. based upon or arising out of: a. the actual, alleged, or threatened contaminative, pathogenic, toxic, or other hazardous properties of biological agents; or b. any: Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 11 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) (1) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of any biological agents; or (2) claim or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of any biological agents. Communicable disease 3. based upon or arising out of the actual or alleged transmission of a communicable disease. This exclusion will apply even if the claim against you alleges negligence or other wrongdoing in the: a. supervising, hiring, employing, training, or monitoring of others that may be infected with and spread a communicable disease; b. testing for a communicable disease; c. failure to prevent the spread of the disease; or d. failure to report the disease to authorities. Contractual liability 4. for which you are legally obligated to pay as damages because of liability assumed in a contract or agreement. However, this exclusion will not apply to liability for damages: a. you would have in the absence of such contract or agreement; or b. assumed in an insured contract, provided the bodily injury, property damage, or personal and advertising injury occurs after such contract or agreement has been fully executed. Crime or fraud 5. based upon or arising out of any actual or alleged criminal or fraudulent conduct committed by you, at your direction, or with your consent or knowledge. Electronic chatrooms, 6. based upon or arising out of an electronic chatroom, bulletin board, or website you host, bulletin boards, or own, or over which you exercise control. websites Electronic data 7. based upon or arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. Employment related 8. based upon or arising out of any actual or alleged: liability a. obligation under any workers' compensation, unemployment compensation, employers' liability, fair labor standards, labor relations, wage and hour, or disability benefit law, including any similar provisions of any federal, state, or local statutory or common law; b. liability or breach of any duty or obligation owed by you as an employer or prospective employer; or c. harassment, wrongful termination, retaliation, or discrimination, including but not limited to adverse or disparate impact, including any resulting damages sustained at any time by the brother, child, parent, sister, or spouse of such person as a consequence of the above. This exclusion will apply: a. whether you may be liable as an employer or in any other capacity; and b. to any obligation to share damages with or repay someone else who must pay damages because of any of the above. Fair credit 9. based upon or arising out of any actual or alleged violation of the Fair Credit Reporting Act and/or Fair and Accurate Credit Transactions Act, both as may be amended, or any similar federal, state, or local statutes, rules, or regulations in or outside the U.S. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 12 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) Intellectual property 10. based upon or arising out of any actual or alleged infringement, use, or disclosure of any intellectual property, including but not limited to copyright, trademark, trade dress, patent, service mark, service name, title, or slogan, or any publicity rights violations, cyber squatting violations, moral rights violations, any act of passing -off, or any misappropriation of trade secret. However, this exclusion will not apply to: a. the use of another's advertising idea in your advertisement; or b. infringement of copyright, trade dress, or slogan in your advertisement. Lead 11. based upon or arising out of: the actual, alleged, or threatened contaminative, pathogenic, toxic, or other hazardous properties of lead; b. any: (1) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effect of lead; or (2) claim or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of lead. Pollution 12. based upon or arising out of: the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, or escape of pollutants: (1) at or from any premises, site, or location which is or was at any time owned or occupied by or rented or loaned to you; however, this subsection will not apply to: (a) bodily injury if sustained within a building and caused by smoke, fumes, vapor, or soot originating from equipment that is used to heat, cool, or dehumidify the building, or equipment that is used to heat water for personal use by the building's occupants; (b) bodily injury or property damage for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site, or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at the premises, site, or location, and such premises, site, or location is not and never was owned or occupied by or rented or loaned to any insured other than that additional insured; or (c) bodily injury or property damage arising out of heat, smoke, or fumes from a hostile fire; (2) at or from any premises, site, or location which is or was at any time used by you or any other person or organization for the handling, storage, disposal, processing, or treatment of waste; (3) which are or were at any time transported, handled, stored, disposed of, processed, or treated as waste by or for you or for any person or organization for whom you are legally liable; (4) at or from any premises, site, or location on which you or any contractor or subcontractor working directly or indirectly on your behalf is performing operations, if the pollutants are brought onto the premises, site, or location in connection with such operations by you or your contractor or subcontractor. However, this subsection will not apply to: (a) bodily injury or property damage arising out of the escape of fuels, lubricants, or other operating fluids necessary to perform the normal Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 13 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) electrical, hydraulic, or mechanical functions necessary for the operation of mobile equipment or its parts, if such fuels, lubricants, or other operating fluids escape from a vehicle part designed to hold, store, or receive them. This exception will not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal, or release of the fuels, lubricants, or other operating fluids or if such fuels, lubricants, or operating fluids are brought onto the premises, site, or location with the intent that they be discharged, dispersed, or released as part of the operations being performed by you or your contractor or subcontractor; (b) bodily injury or property damage sustained within a building and caused by the release of gases, fumes, or vapors from materials brought into that building in connection with operations being performed by you or your contractor or subcontractor: or (c) bodily injury or property damage arising out of heat, smoke, or fumes from a hostile fire; or (5) at or from any premises, site, or location on which you or any contractors or subcontractors working directly or indirectly your behalf are performing operations, if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effects of pollutants; or b. any: (1) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of pollutants; or (2) claim or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of pollutants. However, this subsection will not apply to liability for damages because of property damage you would have in the absence of such request, demand, order, claim, or other proceeding by or on behalf of a governmental authority. Privacy 13. based upon or arising out of any actual or alleged: a. unauthorized acquisition, access, use, or disclosure of, improper collection or retention of, or failure to protect any non-public personally identifiable information or confidential corporate information that is in your care, custody, or control; or b. violation of any privacy law or consumer data protection law protecting against the use, collection, or disclosure of any information about a person or any confidential corporate information. Professional services 14. based upon or arising out of your actual or alleged performance of or failure to perform professional services. Recall of products, work, 15. based upon or arising out of the loss of use, withdrawal, recall, inspection, repair, or impaired property replacement, adjustment, removal, or disposal of: a. your product; b. your work; or c. 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. Silica 16. based upon or arising out of any actual, alleged, or threatened exposure to, inhalation of, or contact with silicon dioxide, silica products, silica fibers, silica dust, any silica byproducts, or silica, whether alone or in combination with any substance, product, or material. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 14 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) Unsolicited telemarketing 17. based upon or arising out of any actual or alleged violation of any federal, state, or local statutes, ordinances, or regulations relating to unsolicited telemarketing, solicitations, emails, faxes, text messages, or any other communications of any type or nature, including but not limited to the Telephone Consumer Protection Act, CAN-SPAM Act, or any "anti- spam" or "do -not -call" statutes, ordinances, or regulations. Exclusions 8, 12, and 15 of this Section D do not apply to damage by fire to premises while rented to you or temporarily occupied by you with the owner's permission. However, any payments we make for property damage to such premises will be subject to the Damage to Premises Limit. VII. Definitions The following definitions apply to this Coverage Part. Additional definitions are contained in the General Terms and Conditions, Section VI. Definitions applicable to all Coverage Parts. Accident means a sudden and unintended event that causes bodily injury to a third party. This definition applies only to coverage provided under Section I. What is covered, C. Medical payments. Advertisement means a notice about your goods, products, or services that is published or broadcast to the general public or a specific market segment for the purpose of attracting customers or supporters. For purposes of this definition: 1. notices that are published include material placed on the internet or on other similar electronic means of communication; and 2. with regard to websites, only that part of the website that is about your goods, products, or services for the purposes of attracting customers or supporters is considered an advertisement. Auto means: 1. a land motor vehicle, trailer, or semi -trailer designed for travel on public roads, including any attached machinery or equipment, or 2. any other land vehicle subject to a financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, auto does not include mobile equipment. Biological agents means any: 1. a. bacteria; b. mildew, mold, or fungi; c. other microorganisms; or d. mycotoxins, spores, or other byproducts of any of the foregoing; 2. viruses or other pathogens (whether or not a microorganism); or 3. colony or group of any of the foregoing. Bodily injury means physical injury, sickness, or disease sustained by a person, including resulting death, humiliation, mental injury, mental anguish, emotional distress, suffering, or shock, at any time. All such resulting injury will be deemed to occur at the time of the physical injury, sickness, or disease that caused it. Claim means any: 1. written assertion of liability; 2. written demand for damages; or 3. civil proceeding seeking damages, for bodily injury, property damage, or personal and advertising injury to which this Coverage Part applies. This includes an arbitration proceeding or any other alternative dispute resolution proceeding in which such damages are sought and to which you submit with our consent. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 15 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) Claim expenses means all reasonable and necessary fees, costs, and expenses (including the fees of attorneys and experts) incurred in the investigation, defense, or appeal of a claim. Coverage territory means anywhere in the world, but this Coverage Part will apply only to a claim brought in the United States, its territories or possessions, or Canada. Damages means any monetary amount you are ordered to pay by a court, or by an arbitrator in an arbitration to which we have consented. However, damages does not include any civil, regulatory, or criminal fines, restitution, disgorgement, sanctions, taxes, or penalties, including those imposed by any federal, state, or local governmental authority, or any multiple, punitive, or exemplary damages. Damages because of bodily injury includes care, loss, or services, or death resulting at any time from the bodily injury. Employee means any person employed by you, including any leased worker, but does not include a temporary worker. Hostile fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because: 1. it incorporates your product or your work that is known or thought to be defective, deficient, inadequate, or dangerous; or 2. you have failed to fulfill the terms or conditions of a contract or agreement; if such property can be restored to use by: 1. the repair, replacement, adjustment, or removal of your product or your work; or 2. your fulfilling the terms or conditions of the contract or agreement. Insured contract means: 1. a contract for the lease of premises, but not any portion of the lease that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner; 2. a sidetrack agreement; 3. an easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; 4. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; 5. an elevator maintenance agreement; or 6. any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another to pay damages sustained by a third party to which this Coverage Part would apply. Tort liability means liability that would be imposed by law in the absence of any contract or agreement. However, an insured contract does not include that part of any contract or agreement: 1. that indemnifies a railroad for bodily injury or property damage arising out of construction or demolition operations on or within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass, or crossing; 2. that indemnifies an architect, engineer, or surveyor for damages arising out of: a. preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, field orders, change orders, designs, or specifications; or b. giving or failure to give directions or instructions, if that is the primary cause of the injury or damage; or Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 16 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) 3. under which an insured who is an architect, engineer, or surveyor assumes the liability for injury or damage arising out of the insured's rendering of or failure to render professional services of any kind. Lead means the element lead in any form, including its use or presence in any alloy, compound, byproduct, or other material waste. Waste includes, but is not limited to, materials to be recycled, reconditioned, or reclaimed. Leased worker means any person leased to you by a labor leasing firm to perform duties related to the conduct of your business. However, leased worker does not include a temporary worker. Loading or unloading means the handling of property: 1. after it is moved from the place where it is accepted for movement into or onto an aircraft, auto, or watercraft; 2. while it is in or on an aircraft, auto, or watercraft; or 3. while it is being moved from an aircraft, auto, or watercraft to the place where it is finally delivered. Loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, auto, or watercraft. Medical expenses means reasonable expenses for necessary: 1. first aid administered at the time of an accident; 2. medical, surgical, x-ray, and dental services, including prosthetic devices; and 3. ambulance, hospital, professional nursing, and funeral services. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: 1. bulldozers, farm machinery, forklifts, and other vehicles designed for use principally off public roads; 2. vehicles maintained for use solely on or next to premises owned by or rented to you; 3. vehicles that travel on crawler treads; 4. vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. power cranes, shovels, loaders, diggers, or drills; or b. road construction or resurfacing equipment such as graders, scrapers, or rollers; 5. vehicles not described in 1, 2, 3, or 4 above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. air compressors, pumps, and generators, including spraying, welding, building cleaning, geophysical exploration, lighting, and well -servicing equipment; or b. cherry pickers and similar devices used to raise or lower workers; and 6. vehicles not described in 1, 2, 3, or 4 above maintained primarily for purposes other than the transportation of persons or cargo. However, mobile equipment does not include self- propelled vehicles with the following types of permanently attached equipment: a. equipment designed primarily for: (1) snow removal; (2) road maintenance, but not construction or resurfacing; or (3) street clearing or cleaning; b. cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; or Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 17 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) c. air compressors, pumps, and generators, including spraying, welding, building cleaning, geophysical exploration, lighting, and well -servicing equipment. Instead, vehicles described in a, b, or c above will be considered autos. Occurrence means an accident arising out of your business operations, including continuous or repeated exposure to substantially the same general harmful conditions. Officer means a person holding any of the officer positions created by an organization's charter, constitution, by-laws, or any other similar governing documents. Personal and advertising means injury, including consequential bodily injury, arising out of one or more of the following injury offenses: 1. false arrest, detention, or imprisonment; 2. malicious prosecution; 3. the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies, committed by or on behalf of its owner, landlord, or lessor; 4. oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products, or services; 5 oral or written publication, in any manner, of material that violates a person's right to privacy; 6. the use of another's advertising idea in your advertisement; or 7. infringement of copyright, trademark, trade dress, or slogan in your advertisement. Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, dust, nanoparticles, fibers, soot, ash, fumes, acids, alkalis, chemicals, and waste. Waste includes, but is not limited to, materials to be recycled, reconditioned, or reclaimed. Products -completed 1. includes all bodily injury and property damage taking place away from premises owned, operations hazard occupied by, loaned, or rented to you and arising out of your product or your work, except: a. products that are still in your physical possession; or b. work that has not yet been completed or abandoned. However, your work will be deemed completed at the earliest of the following times: (1) when all of the work called for in your contract or agreement has been completed; (2) when all of the work to be performed at the site has been completed, if your contract or agreement calls for work at more than one site; or (3) when that part of the work completed at a site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair, or replacement, but which is otherwise complete, will be treated as completed; and 2. does not include bodily injury or property damage arising out of: a. the transportation of property, unless the injury or damage results from a condition in or on a vehicle not owned or operated by or loaned or rented to you and that condition was created by the loading or unloading of that vehicle by you; or b. the existence of tools, uninstalled equipment, or abandoned or unused materials. Professional services means professional services customarily provided by an architect, engineer, surveyor, physician, surgeon, dentist, or other healthcare provider, accountant, insurance agent/broker, investment advisor, securities broker/dealer, or attorney, or any other services identified as Covered Professional Services in the Declarations. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 18 of 19 HISCOX PROTM General Liability Coverage Part (Occurrence) Property damage means: 1. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or 2. loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the occurrence that caused it. Tangible property does not include any software, data, or other information in electronic form. Retention means the amount stated as such under the General Liability Coverage Part section of the Declarations. Temporary worker means a person who is furnished to you to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. Temporary worker does not include leased worker. Volunteer worker means a person who is not your employee, and who donates his or her work and acts at your direction and within the scope of duties determined by you, and is not paid a fee, salary, or other compensation by you or anyone else for their work performed for you. You, your, or insured means the named insured and any other person or organization expressly described as an insured in Section III. Who is an insured. Your product 1. means any: a. goods or products, other than real property, manufactured, sold, handled, distributed, or disposed of by: (1) you; (2) others trading under your name; or (3) a person or organization whose assets or business you have acquired; and b. containers (other than vehicles), materials, parts, or equipment furnished in connection with such goods or products; 2. includes: a. representations or warranties made at any time with respect to the durability, fitness, performance, quality, or use of your product; and b. the providing of or failure to provide instructions or warnings; and 3. does not include vending machines or other property loaned or rented to or located for the use of others but not sold. Your work 1. means: a. work or operations performed by you or on your behalf; and b. materials, parts, or equipment furnished in connection with such work or operations; and 2. includes: a. representations or warranties made at any time with respect to the durability, fitness, performance, quality, or use of your work; and b. the providing of or failure to provide instructions or warnings. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 19 of 19 HISCOX PROM Insurance for Allied Healthcare Professionals A seamless integrated insurance solution for professionals. Please read this wording, together with any endorsements and the declarations, very carefully. If anything is not correct, please notify us immediately. Please note the full extent of your and our rights and duties. Our promise to you In return for the premium you have paid, we agree to insure you in accordance with the terms and conditions of the policy. Your policy documents Declarations Page This contains a summary of policy information including the limits of liability and retention amounts you have selected. General Terms and Conditions This contains terms and conditions which apply to the policy in its entirety, subject to any policy endorsements. Coverage Parts This contains terms and conditions which apply only to the coverage part in which they appear. Endorsements These documents modify the declarations page, general terms and conditions and/or coverage parts. Notices These documents provide information that may affect your coverage as required by your state. Complimentary risk management services As a complimentary service to this policy, we are pleased to provide a free confidential risk management and loss prevention service, consisting of an initial consultation and up to 1 -hour of legal services to assist you in better understanding and minimizing risks that commonly lead to the types of claims covered under this policy. If you have a question about minimizing these types of liability risks in your business, please email your question to us at riskmanagement@hiscox.com, along with your policy number. A Hiscox representative will get back to you within 1 (one) business day with a referral to a nationally recognized law firm with a practice specifically focused on your industry. Please note that any inquiries made to this service will not constitute a notice of claim or potential claim under your policy. For all claim or potential claim matters, please follow the notification provisions in this policy. Please also note that this service is not intended to respond to questions regarding your insurance policy or coverage. For all such inquiries, please contact your agent or broker. Reporting a claim Please inform us immediately if you have a claim or loss to report and refer to the Coverage Module claim reporting provisions for further details. Email: hiscoxclaims(a�hiscox.com Hiscox Inc. T (646) 452-2353 5 Concourse Parkway Suite 2150 F (678) 731-9501 Atlanta GA, 30328 E hiscox.usa@hiscox.com Administered by Hiscox Inc. d/b/a Hiscox Insurance www.hiscoxbroker.com Agency in CA License No. OF09668 Page 1 of 1 HPSCOVSLREN7 The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 52 WEC AL3CHM Endorsement Number: Effective Date: 04/14/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Rise Housing Solutions, Inc 1990 N CALIFORNIA BLVD STE 20 PMB 1 WALNUT CREEK CA 94596 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 applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 03/05/26 Policy Expiration Date: 04/14/27 HUGGINS INS SVCS INC P'flORETI/frE BOX 270 SALEM,cOMMERcIAL 0 0R 97308 630108 49015 PPAC504X 133 049015 Named insured Policy number: 01093863 Underwritten by: United Financial Cas Co June 17, 2026 RISE HOUSING SOLUTIONS Policy Period' May 14, 2026 - Nov 14, 2026 1990 N CALIFORNIA BLVD SUITE 20 PMB 10, CA 94596 Page 1 of 3 progressiveagent.com Online Service Make payments, check billing activity, print policy documents, update your policy or check the status of a claim. CommercialAuto o 1-503-585-2211 HUGGINS INS nVCS INC Insurance Coverage Summary Contact your agent for personalized service. This is your Declarations Page 1-800-444-4487 Your coverage has changed unrvastomeorr tovrepe ortf aclaim.ur agent is unavailable or to report a claim. Your coverage began on May 14, 2026 at 12:01 a.m. This policy expires on November 14, 2026 at 12:01 a.m. This coverage summary replaces your prior one. Your insurance policy and any policy endorsements contain a full explanation of your coverage. The policy limits shown for an auto may not be combined with the limits for the same coverage on another auto, unless the policy contract allows the stacking of limits. The policy contract is form 6912(02/19). The contract is modified by forms 2852CA (03/24), 4757 (02/19), Z442 (02/19), 1198 (07/16), 8610 (02/19), Z311 (02/19), Z313 (04/21), 4852CA (02/19), 4881 CA (02/19) and Z228 (01/11). The named insured organization type is a corporation. Policy changes effective June 9, 2026 ........................_.................................................. Changes processed on: June 16, 2026 4:27 p.m. ..................I................ Premium mange: $25.00 Changes: 9 Waiver of Subrogation information for this policy has changed The changes shown above will not be effective prior to the time the changes were requested. continuo Form 6489 CA (0521) O�attline of coverage Description Liability To Others Bodily Injury and Property Damage Liability ..........................I.............. Any Auto Legal Liability To Others Bodily Injury and Property Damage Liability Uninsured/Underinsured Motorist ........... Uninsured Motorist Property Damage ........................................... Medical Payments ..................................................................... Comprehensive See Auto Coverage Schedule ........................................................ Collision See Auto Coverage Schedule ........................................................... Rental Reimbursement See Auto Coverage Schedule ....................................................... . Roadside Assistance See Auto Coverage Schedule .............I.................I. . Subtotal policy premium ...........I............................ Waiver of Subrogation Fee .................................. Additional Insured Fee ............................................................ California Vehicle Assessment Fee ..................................—...... Total 6 month policy premium and fees Number of Employees: (0-10) important information about fees The following additional fees may apply: Late payment fee $10.00 Fee for returned checks or refused payments $20.0( Limits $1,000,000 combined single limit ..............I......I....... $1,000,000 combined single limit $1,000,000 combined single limit ............................................. Rejected ......................... . ................... $5,000 each person Limit of liability less deductible Limit of liability less deductible Limit of liability less deductible nsa2ed drivers .................................. 1. BRITNEYA WARNER ............................................. ....................... ............................................................................... 2. MATT WARNER Auto coverage schedule 1, 2022 FORD FI5O LtGHTR1lRG Stated Amount: * $60,000 (including Permanently Attached Equip) VIN: IFT6 1EV4NWG04450 Garaging Zip Code: 94596 Radius: 300 miles Personal use: N Body type: Pickup Truck Liability UM/l1IM Med Pay Liability Premium Premium ................................... Premium Premium $2886 $738 $39................................................................... Comp Comp Collision Collision Physical Damage Deductible Premium Deductible Premium Premium............................................... -............ . $1,000 $207 $1,000 $927 .............................................. Rental Rental Roadside Roadside Other Coverages Limit Premium Deductible Premium Premium $40 per day $34 $0 $3 Max $1,200 Policy number: 01093863 RISE HOUSING SOLUTIONS Page 2 of 3 Deductible Premium .... $2,886 ............................... 128 ........................738 ....................39 ............................... 207 ............ ..............927 .............................. 34 3 $4,962.00 50.00 45.00 ............... 0.88 $5,057.80 Auto Total $4,834 V X Form 6489 CC (05/21) Continued Policy number: 01093863 RISE HOUSING SOLUTIONS Page 3 of 3 *A vehicle's stated amount should indicate its current retail value, including any special or permanently attached equipment. In the event of a total loss, the maximum amount payable is the lesser of the Stated Amount or Actual Cash Value, less deductible. Be sure to check stated amount at every renewal in order to receive the best value from your Progressive Commercial Auto policy. Additional Insured information 1. Additional Insured `....I....... .......... ................................................. The City of San Leandro and It's Officers, Officials, Employ 835 East 14th Street San Leandro, CA 94577 2. Additional Insured ............................................................................ City of Cupertino, its City Council, officers, officials, employees, agents, servants & volunteers 10300 Torre Avenue Cupertino, CA 95014 ...................................... ................................... 3. Additionallnsured City of Alameda 2263 Santa Clara Ave Alameda, CA 94501 Waiver of Subrogation information 1. Waiver of Subroation..........................._.._.............................................................,....._..._........................... g The City of San Leandro and It's Officers, Officials, Employ 835 East 14th Street San Leandro, CA 94577 Waiver of Subrogation ' g The City of Cupertino, its City Council, officers, officials 10300 Torre Avenue Cupertino, CA 95014 Important coverage notice Please inform us if your business owns any vehicles that are not currently described on the Declarations Page. Remember that all vehicles owned by your business must be specifically described on the Declarations Page at the beginning of each policy term for Any Auto Liability coverage to apply to an owned, unlisted vehicle during the term. Important Notice For your protection California law requires the following to appear on this form. Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. Company officers President Secretary Form 6489 CA (05;21) HUGGINS INS SVCS INC PO BOX 270 SALEM, OR 97308 PROGRESSIVE` COMMERCIAL RISE HOUSING SOLUTIONS 1990 N CALIFORNIA BLVD SUITE 20 PMB 10, CA 94596 Policy number: 01093863 Underwritten by: United Financial Cas Co Insured: RISE HOUSING SOLUTIONS June 17, 2026 Policy Period: May 14, 2026 - Nov 14, 2026 Mailing Address United Financial Cas Co PO Box 94739 Cleveland, OH 441O1 1-800-444-4487 For customer service, 24 hours a day, 7 days a week Waiver of Subrogation Endorsement This endorsement modifies insurance provided under the following: Commercial Auto Policy Motor Truck Cargo Liability Coverage Endorsement Commercial General Liability Coverage Endorsement We agree to waive any and all subrogation claims against the person or organization designated below. Name of Person or Organization: The City of Cupertino, its City Council, officers, officials 10300 Torre Avenue Cupertino, CA 95014 This endorsement applies to policy number: 01093863 Issued to: RISE HOUSING SOLUTIONS Endorsement effective: June 9, 2026 Expiration: November 14, 2026 All other terms, limits and provisions of this policy remain unchanged. Form 8610 (02/19) BMR Program Administrator Final Audit Report 2026-07-09 Created: 2026-07-01 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAugo4p7w9Gkgj29rFe1edOO2NPmt6t6tg "BMR Program Administrator" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-07-01 - 4:11:35 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-07-01 - 4:13:54 PM GMT Email viewed by aracelia@cupertino.org 2026-07-01 - 4:14:03 PM GMT- IP address: 98.92.106.70 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-07-01 - 4:42:57 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-07-01 - 4:42:59 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Matthew Warner (matt@risehousing.com) for signature 2026-07-01 - 4:43:03 PM GMT Email viewed by Matthew Warner (matt@risehousing.com) 2026-07-01 - 7:56:19 PM GMT- IP address: 104.47.58.254 Document e -signed by Matthew Warner (matt@risehousing.com) Signature Date: 2026-07-01 - 7:57:37 PM GMT - Time Source: server- IP address: 76.126.242.97 - Signature Appearance Selected: IMAGE Document emailed to michaelw@cupertino.org for signature 2026-07-01 - 7:57:41 PM GMT Email viewed by michaelw@cupertino.org 2026-07-01 - 7:57:50 PM GMT- IP address: 100.55.51.49 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-07-01 - 10:15:45 PM GMT- IP address: 73.15.27.240 Powered by Adobe CVPERTIND Acrobat Sign Document e -signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-07-01 - 10:15:47 PM GMT - Time Source: server- IP address: 73.15.27.240 - Signature Appearance Selected: TYPE Document emailed to tinak@cupertino.org for signature 2026-07-01 - 10:15:51 PM GMT Email viewed by tinak@cupertino.org 2026-07-01 - 10:16:01 PM GMT- IP address: 35.170.187.128 Email viewed by tinak@cupertino.org 2026-07-09 - 5:23:10 PM GMT- IP address: 54.163.138.9 Signer tinak@cupertino.org entered name at signing as Tina Kapoor 2026-07-09 - 7:11:55 PM GMT- IP address: 174.194.196.223 Document e -signed by Tina Kapoor (tinak@cupertino.org) Signature Date: 2026-07-09 - 7:11:57 PM GMT - Time Source: server- IP address: 174.194.196.223 - Signature Appearance Selected: MOBILE_DRAW Document emailed to laurens@cupertino.org for signature 2026-07-09 - 7:12:01 PM GMT Email viewed by laurens@cupertino.org 2026-07-09 - 7:12:09 PM GMT- IP address: 13.217.103.147 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-07-09 - 7:17:27 PM GMT- IP address: 64.165.34.3 Document e -signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-07-09 - 7:17:29 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Agreement completed. 2026-07-09 - 7:17:29 PM GMT Powered by Adobe CVPERTIND Acrobat Sign