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HomeMy WebLinkAbout6747 I I Addendum 1. Effective Date:December 2, 2024 This Addendum(the"Addendum") is made and entered into as of the Effective Date by and between: Party 1: City of Bremerton("City") Party 2: West Sound Workforce("Consultant") Collectively referred to as the"Parties." WHEREAS,the Parties entered into a contract dated July 28,2024(the"Original Contract"); and WHEREAS,the Parties now wish to amend the Original Contract to extend its termination date. NOW,THEREFORE,in consideration of the mutual promises and covenants contained herein,the Parties agree as follows: 1. Amendment to Termination Date: Exhibit B: Schedule of the Original Contract is hereby amended to reflect that the termination date shall be extended to December 31,2024. 2. No Other Modifications: Except as expressly set forth in this Addendum, all other terms and conditions of the Original Contract shall remain in full force and effect. 3. Entire Agreement: This Addendum constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements or understandings related thereto. 4. Counterparts: This Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF,the Parties have executed this Addendum as of the Effective Date. Party 1 By: Name: Greg %ler Title: Mayor Date: Party k oveitark„.. By: Namgronica Blackwood Title: Pressi t&CEO Date: f /2/ Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 PROFESSIONAL SERVICES AGREEMENT RECRUITMENT SERVICES FOR DEI LEADERSHIP POSITION The City of Bremerton ("City") and West Sound Workforce ("Consultant"), referred to collectively as the"Parties,"enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work,dated_July 5th,2024,including any attachments thereto,attached hereto as Exhibit A,which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit B;provided however,that additional time shall be granted by the City for excusable delays or extra work as provided for in Section X.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement,the City shall pay Consultant in an amount not to exceed$30,876.30 including sales tax. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. If a billing statement does not conform to this Agreement,the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to,compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Page 1 of 9 Bremerton/[West Sound Workforcel jDET Leadership Recruitment Services]. Rev.04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance,Business&Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent,the City may withhold the delinquent amount,plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement except for that portion of the injuries and damages caused by the City's sole negligence,unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in Page 2 of 9 Bremerton/[West Sound Workforcel IDEI Leadership Recruitment Services] Rev.04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 2. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than$1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made"basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City,which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. Page 3 of 9 Bremerton/1West Sound Workforce] IDEI Leadership Recruitment Services] Rev. 04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 The City also reserves its unqualified right to require at any time and for any reason,proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. In the event that the Consultant employs other consultants or Consultants(sub-consultants or sub-Consultants) as part of the work covered by this Agreement, it shall be the Consultant's responsibility to require and confirm that each sub-consultant or sub-Consultant meets the minimum insurance requirements specified above. The Consultant shall,upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. V1I. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles("GAAP")to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports,including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties,Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Poulsbo, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. Page 4 of 9 Bremerton/I-West Sound Workforce) 1DEI Leadership Recruitment Services] Rev.04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials,tools,or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Poulsbo, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void,the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Notices to be sent to: Notices to be sent to: CITY: CONSULTANT: Attn: Contracts Administrator Attn: Monica Blackwood City of Bremerton West Sound Workforce Poulsbo 345 6th Street, Suite 100 5790 Soundview Dr. STE 103 Bremerton, WA 98337-1891 Gig Harbor, WA 98335 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. Page 5 of 9 Bremerton/FWest Sound Workforce] [DEl Leadership Recruitment Services] Rev.04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Consultant without the written consent of the City shall be void. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Consultant, its subconsultants, or any person acting on behalf of Consultant shall not discriminate in any employment practice on the basis of age(40+),sex,race,creed,color,national origin,sexual orientation/gender identity,marital status, military status, or the presence of any physical,mental or sensory disability. IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability . in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state,or other source for work described in Section I herein, and that funding is withdrawn,reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work,the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1)any acts of the federal government in controlling,restricting,or requisitioning materials, equipment,tools, or labor by reason of war,national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,HOWEVER,that Page 6 of 9 Bremerton/f West Sound Workforce) fDEI Leadership Recruitment Services] Rev. 04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 the Consultant must promptly notify the City within ten(10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable,the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. XI. Suspension & Debarment. For contracts involving Washington State and Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any State or Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF,the parties below have executed this Agreement. CITY: CONSULTANT: Wt Sfccarerl, CITY OF BREMERTON WEST SOUND WORKFORCE Signed by:I Q By: 6AF4B09 E$ 7n..,hee I er By: hl b1 i.i. 1�� �E- �C%1 Print Name: 1 W Print Name: Mon i ca- ►J Lc ck w ovc) Its: Mayo r Its: Date: 8/14/2024 Date: rg/94 la- APPROVED AS TO FORM: ATTEST: Signed by: Signed by: rgar B �l yc�a�( a B �.O. �oovu.,v� y 2AE&E S-1-B04C2... 3' 2 ti95Ee 4C45C41f.. Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk Page 7 of 9 Bremerton/f West Sound Workforcel [DEI Leadership Recruitment Services] Rev. 04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 EXHIBIT A: SCOPE OF SERVICES Dated July 5a',2024 Tasks Working in conjunction with the City of Bremerton staff conduct a recruitment process for the City's DEI Position. This includes: Task 1: DEI Leadership Position Alignment with MFR Coaching&Consulting Diversity, Equity, &Inclusion Project Engagement Report including: A. Position Description and Development including position support systems, direct report assignments and committee involvements. B. Development of Community involvement and Stakeholder Outreach services in the position development. Development of two panels of reviewers: external stakeholders and internal stakeholders. i. Community stakeholder meeting including both internal and external stakeholders to add DEI specific lens and review to position development. ii. Invite a smaller group from this community group to participate in future interview processes and candidate reviews. Task 2: Creating a Recruitment and Advertising Strategy Create and manage advertised recruitment activities including candidate screening, delivery of qualifying candidates for management review including coordination with City Stakeholders. Task 3: Create and facilitate the Interview process and hiring process coordinating with community and internal stakeholders. Page 8 of 9 BremertonlWest Sound Workforce' 'DEI Leadership Recruitment Services' Rev. 04/2023 Docusign Envelope ID:8C8BFDB2-9D71-4B4C-A421-949891929437 EXHIBIT B: Schedule Task Start date Estimated Notes Completion Date Notice to Proceed 07/28/2024 11/30/2024 Page 9 of 9 Bremerton/[West Sound Workforce] [DEI Leadership Recruitment Services] Rev. 04/2023 DATE(MM/DD/YYYY) ACORO® CERTIFICATE OF LIABILITY INSURANCE kii,------ 07/01/2024 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 Barbara Weedin First Underwriters, Inc NAME: PO Box 381 (A/C,NE N ,Ext): (425)242-5357 FAX No): (833)412-4543 Kirkland,WA 98083 A ADDREDREss: barbw@1 stuw.com License#: 881942 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Philadelphia Indemnity Insurance Co 18058 18058 INSURED INSURER B: Philadelphia Indemnity Insurance Co 18058 MBSquared Inc DBA West Sound Workforce INSURER C: 5790 Soundview Dr INSURER D: Gig Harbor,WA 98335 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 00003685-0 REVISION NUMBER: 6 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. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y PHPK2679214 04/13/2024 04/13/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE DAMAGE TO RENTED X OCCUR PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY PHPK2679214 04/13/2024 04/13/2025 Ea COMBINEDaccidentINGLE LIMIT $ ( ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) $ B X UMBRELLA LIAB X OCCUR PH U B908909 04/13/2024 04/13/2025 EACH OCCURRENCE $ 3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 3,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Stop Gap PHPK2679214 04/13/2024 04/13/2025 1,000,000 A Employment Pract PHPK2679214 04/13/2024 04/13/2025 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured: City of Bremerton CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Bremerton THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 345 6th Street ACCORDANCE WITH THE POLICY PROVISIONS. Suite 100 Bremerton,WA 98337 AUTHORIZED REPRESE TAT E (BJW) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Printed by BJW on 08/14/2024 at 05:13PM POLICY CHANGE DOCUMENT POLICY NO.: PHPK2679214 Philadelphia Indemnity Insurance Company 124556 First Underwriters, Inc. NAMED INSURED MBSquared Inc dba West Sound Workforce MAILING ADDRESS 5790 Soundview Dr Gig Harbor, WA 98335-2024 POLICY PERIOD: FROM 04/13/2024 TO 04/13/2025 at 12:01 A.M. Standard Time at your mailing address shown above. CHANGE EFFECTIVE 08/16/2024 CHANGE # 2 REVISION # 2 DESCRIPTION In consideration of the premium reflected, the policy is amended as indicated below: Added: PI-GL-005 for The City of Bremerton Per attached. Path ID 17810803 Total Annual Total Prorate Additional/Return Premium$ 0.00 Additional/Return Premium$ 0.00 NO CHANGE NO CHANGE COUNTERSIGNED BY (Date) (Authorized Representative) 08/19/2024 Issue Date Insurance Policy Page 1 of 1 PI-AlSCH (08/20) Philadelphia Indemnity Insurance Company Additional Insured Schedule Policy Number: PHPK2679214 Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Cyber Security Liability End PI-RO-011 - Professional Liability Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Commercial Automobile Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 General Liability Additional Insured Port of Seattle 2711 Alaskan Way Seattle, WA 98121-1107 CG2026 - General Liability 1SSquare assists with hiring. Additional Insured The City of Bremerton 345 6th St Ste 100 Bremerton, WA 98337-1891 CG2026 - General Liability written contract PI-AI-SCH(08/20) Page 1 of 1 PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 08/16/2024 Name of Person or Organization (Additional Insured): The City of Bremerton SECTION II—WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury" arising out of or relating to your negligence in the performance of"your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III—LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-PRD-126 (08I23) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIVATE COMPANY ENHANCEMENT ENDORSEMENT This endorsement modifies and is subject to the insurance provided under the following: PRIVATE COMPANY PROTECTION PLUS 1. AMENDMENTS TO PART 1-DIRECTORS &OFFICERS LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART 1 DIRECTORS &OFFICERS LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IF A LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR DIRECTORS&OFFICERS LIABILITY. A. SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE PART 1. Directors &Officers Liability Insurance,I. Insuring Agreements is amended to include: D. SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE The Underwriter will pay on behalf of the Private Company,Securityholder Derivative Demand Evaluation Costs incurred with the Underwriter's prior written consent which the Private Company becomes legally obligated to pay on account of any securityholder derivative demand that is first made during the Policy Period,(or if applicable,during the Extension Period),for D&O Wrongful Act by an Executive before or during the Policy Period in an aggregate amount not to exceed $500,000 per Policy Period which amount is in addition to, and not part of,the Aggregate Limit of Liability set forth in Item 3. (J) of the Declarations and no Retention will applyto such amount. SecurityholderDerivativeDemand Evaluation Costs meansreasonable costs,feesand expenses (other than regular or overtime wages,salaries,fees, or benefits of the directors, officers or employees of the Private Company) incurred by the Private Compaty (including its Board of Directors or any committee of its Board of Directors) solely with respect to an evaluation required to determine whether it is in the best interest of the Private Company to prosecute the claims alleged in a securityholder derivative demand and priorto anyClaimfirst made in connectionwith such securityholder derivative demand. In no event shall Securityholder Derivative Demand Evaluation Costs include any costs,fees or expenses incurred in a Claim. B. ADDITIONAL LIMIT OF LIABILITY FOR EXECUTIVES 1. The Underwriter shall provide an additional Limit of Liability under Part 1 Insuring Agreement A. INDIVIDUAL LIABILITY COVERAGE in an amount not to exceed $1 ,000,000,which amount is in addition to and not part of the Limit of Liability set forth in ITEM 3. (A) of the Declarations. This additional Limit of Liability applies solely to Loss resulting from any Claim against any Executive and arising from a D&O Wrongful Act to which Insuring Agreement A. is applicable Page 1 of 16 PI-PRD-126 (08I23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08I23) C. AMENDMENT TO THE DEFINITION OF WRONGFULACT SECTION II,DEFINITIONS-A. D&O Wrongful Act, paragraphs 1. and 3.a. are amended as follows: 1. act, error, omission, misstatement, misleading statement, neglect,or breach of duty committed or attempted by an Individual Insured in histher capacity as an Individual Insured or any other matter claimed against any Individual Insured solely by reason of his or her status as an Individual Insured,or 3. a. if such service is at the request or direction of the Private Company; and D. AMENDMENT OF THE DEFINITION OF OUTSIDE ENTITY SECTION II,DEFINITIONS B. Outside Entity, Item 1. is deleted in its entirety and replaced by the following: 1. any not-for-profit entity, community chest,fund or foundation that is exempt fromfederal income tax as an entity described in Section 501(c)(3),501(c)(4),501(c](7) or501(c](10) of the Internal Revenue Code of 1986, as amended, or any other entity organized for religious or charitable purpose under any non-profit organization act or statute; or E. ADDED DEFINITION OF EXECUTIVE SECTION II, DEFINITIONS is amended to include the following: Executive means any natural person who was, is, or will be: 1. a duly elected or appointed director,officer, member of the Advisory Board or in- house general counsel of the Private Company incorporated in the United States of America. 2. a duly elected or appointed: (1) member or manager of the Board of Managers or equivalent position; (2) member of the Advisory Board; or(3) in-house counsel, of the Private Cornpanyincorporated as a limited liabilitycompany inthe United States of America; or 3. a Board Observer or De Facto Director, but only if the Private Company has indemnified such individuals as any director or officer of the Private Company. 4. a holder of an equivalent positionto those described in 1 -3. above in the Private Company incorporated,formed or organized anywhere in the world. F. ADDED DEFINITION OF SECURITYHOLDER CLAIM SECTION II,DEFINITIONS is amended to include the following: Securityholder Claim means any: a. Claim against an Insured fora violation of any law relating to securities brought by: Page 2 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) a. One or more securityholder(s) of the Private Company solely in connection with such securityholder's interest in the securities of such Private Company,or b. Any person or entity solely in connection with purchase or sale of, or offer to purchase or sell securities of the Private Company; or b. Claim brought by a securityholder derivative demand or action, on behalf of the Private Company against an Individual Insured or the Private Company(in the Private Company's capacity as a nominal defendant). Provided that such Securityholder Claim is broughtwithoutthe solicitation, assistance, active participation, or intervention of any Executive. G. AMENDMENT TO EXCLUSIONS A., B., C., AND F. CARVEBACK FOR SECURITYHOLDER CLAIMS. SECTION III, EXCLUSIONS-A., B.,C. and F. are amended to include the following: Exclusions A. B,C. and F. shall not apply to any Securityholder Claim. H. SECTION IV. PRESUMPTIVE INDEMNIFICATION is deleted in its entirety. 2. AMENDMENT TO PART 2-EMPLOYMENT PRACTICES LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART2- EMPLOYMENTPRACTICES LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IF A LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR EMPLOYMENT PRACTICES LIABILITY. A. AMENDED DEFINITION OF EMPLOYMENT PRACTICE ACT SECTION II.DEFINITIONS,A. Employment Practices Act is deleted in its entirety and replaced with the following: Employment Practice Act means any actual or alleged: 1. wrongful dismissal, discharge or termination of employment; 2. breach of a written or oral employment contractor implied employment contract; 3. employment related misrepresentation; 4. wrongful failure to promote; 5. violation of employment discrimination laws (including harassment); 6. wrongful deprivation of a career opportunity; 7. employment related wrongful discipline; 8. negligent employee evaluation,training or supervision; 9. employment related invasion of privacy; 10. employment related defamation (including libel and slander); 11. workplace harassment of any kind,including sexual; 12. hostile work environment; 13. constructive discharge of employment; 14. employment related Retaliation 15. employment related humiliation; Page 3 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 16. wrongful demotion; 17. negligent reassignment; 18. negligent hiring or retention; 19. failure to grant tenure; 20. failure to provide or enforce consistent employment policies and procedures; 21. failure to employ; 22. workplace bullying; 23. violation of anyfederal, state or local civil rights laws; 24. acts described in 1. through 23. above,arising fromthe use of the Private Company's internet, e-mail,telecommunications or similar systems,including communications on social media networks and committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or by the Private Company. Solely with respectto any Claim brought by or on behalf of any Third Party, Employment PracticeAct means any actual or alleged wrongful failure to employ,discrimination, harassment or violation of such Third Party% civil rights in relation to such wrongful failure to employ, discrimination or harassment,whether direct, indirect, or unintentional,committed by an Individual Insured in his/her capacity as an Individual Insured or bythe Private Company. B. AMENDED DEFINTION OF THIRD PARTY SECTION II.DEFINITIONS, C.Third Party is deleted in its entirety and replaced with the following: C. Third Party means any natural person who is not an Employee of the Private Company. 3- AMENDMENT TO PART3-FIDUCIARY LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART 3- FIDUCIARY LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IFA LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR FIDCUIARY LIABILITY. A. BROADENED FIDUCIARY LIABILITY INSURING AGREEMENT SECTION, I.INSURING AGREEMENT is deleted and replaced with the following: The Underwriter will pay on behalf of the Insured,Loss from Claims made againstthe Insured during the Policy Period(or,if applicable, the Extension Period),for a Fiduciary Liability Act. This coverage will not apply to any Claims arising out of any alleged violation of Title II of the Health Insurance Portability and AccountabilityAct of 1996 (HIPAA) and amendments to such law or regulations promulgated under such law concerning privacy of health information or arising out of Managed Care liability. In the event of the Insured enters into a voluntary settlement programwith the Internal Revenue Service (or any similar state or federal agency),the Private Company,following prior notice provided bythe Private Companyto the Underwriter, during the Policy Period(or any applicable Extension Period), of the Private Company's intent to enter into said settlement program,will pay on behalf of the Insureds anyfees, penalties or sanctions imposed by law under said settlement program for which Insured is legally liable as a result of a Fiduciary Page 4 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) Liability Actin an amount notto exceed $250,000. Such amount will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. In no case, however,will the Underwriter pay for any costs of corrections. a. The Underwriter will pay on behalf of the Insured,Loss from Claims made againstthe Insured during the Policy Period (or, if applicable,the Extension Period),fora Fiduciary Liability Act arising from any alleged violation of Title II of the Health Insurance Portability and AccountabilityAct of 1996 (HIPAA) and amendmentsto such law or regulations promulgated under such law concerning privacy of health information. Coverage under this paragraph is subject to a sublimit of liability of$250,000. Said sublimit will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. b. The Underwriter will pay on behalf ofthe Insured,Defense Costs from Claims made against the Insured during the Policy Period (or, if applicable,the Extension Period)fora Fiduciary Liability Actin connection with Managed Care liability solely as regards any Managed Care plans sponsored solely bythe Private Company and insured and administered by an outside insurance carrier. Coverage under this paragraph is subject to a sublimit of liability of$250,000. Said sublimit will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. For the purposes of this coverage, Managed Carewill mean any plan providing comprehensive medical care to plan members on the basis of a prepaid contract and which byvirtue thereof limits the choices of medical care and service providers availableto plan members. B. AMENDMENT OF THE DEFINITION OF BENEFIT PLAN SECTION, II. DE FINITIONS,B. BENE FIT PLAN,is deleted in its entirety and replaced bythe following: B. Benefit Plan means: 1. any Welfare Benefit Plan which was,is now or becomes sponsored by the Private Company solelyforthe benefit of the Employees of the Private Company; 2. any Pension Benefit Plan which was, on or priorto the effective date of this Policy, sponsored bythe Private Companysolelyforthe benefit of the Employees of the Private Company, provided that coverage was available in respect of such Pension Benefit Plan under any policy of which this Policy is a renewal or replacement and such Pension Benefit Plan has been reported in writing to the Underwriter as part of the Application; 3. any Pension Benefit Plan created or acquired (through merger, consolidation or otherwise) during the Policy Period bythe Insured solelyforthe benefit of the Employees of the Private Company; 4. any government-mandated benefit program for workers compensation, unemployment, social security or disability benefits for Employees of the Private Company. However, Benefit Plan does not include any multi-employer plan or any employee stock ownership plan unless said plan is added by specificwritten endorsementto this policy. Coverage for Benefit Plans which are sold,terminated or spun-off during or priorto the Policy Period shall apply only with respectto any Fiduciary Liability Act occurring priorto Page 5 of 16 PI-PRD-126 (08I23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) the date of such sale or spin-off, or in the case of termination,prior to the final date of asset distribution of such Benefit Plan. C. AMENDMENT OF THE DEFINITION OF FIDUCIARY LIABILITY INSURANCE TO INCLUDE STATUS PROVISION AND SETTLOR EXTENSION SECTION, II. DEFINITIONS,C. Fiduciary Liability Act is deleted and replaced bythe following: 1. breach by an Insured of the responsibilities, obligations or duties imposed upon fiduciaries of any Benefit Plan by ERISAorany matter claimed againstany Individuattnsuredsolely by reason of his or her status as an Individual Insured.; or 2. negligent act,error or omission by an Insured solely inthe Administration of any Benefit Plan. 3. any actual or alleged act, error or omission by an Insured in a senior capacity as respects a Benefit Plan. D. AMENDMENT TO BENEFITS DUE EXCLUSION SECTION, III.EXCLUSIONS, B. is deleted in its entirety and replaced by the following: B. to the extent such Loss constitutes benefits due orto become due under a Benefit Plan or benefitswhich would be due under a Benefit Plan if itsterms complied with all applicable law, however,this exclusion shall not apply to Defense Costs orto coverage for settlement and judgment costsfor investment loss; E. DELETION OF FAILURE TO MAINTAIN INSURANCE EXCLUSION SECTION, III.EXCLUSIONS C. is deleted in its entirety. 4. AMENDMENT TO PART 4 COMMON POLICY DEFINTIONS A. AMENDED OF DEFINITION OF APPLICATION A.Application, Items 1 and 2 are deleted in entirety and replaced bythe following: Application meansthe Applicationforthis Policy, including any material submitted therewith; and any representation provided to the Underwriter in the Application(s)within the past 12 months of the effective date of this Policyforwhich this Policy is a director indirect renewal or replacement,all of which will be deemed a part of this Policy as if physically attached hereto. B. DEFINITION OF CLAIM BROADENED B. Claim is amended to include the following: 8. an official requestfor Extradition; 9. solely when used in reference to the coverage provided under Part 1, Directors and Officers Liability, INSURINGAGREEMENTA.,INDIVIDUAL LIABILITY COVERAGE, any service of a subpoena,search warrant,target letter,Wells Notice or similar written request upon an Individual Insured compelling witnesstestimony or document production in connection with the matters described Paragraphs B 1. through B.8 above Page 6 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) orwith any equivalent action against the Private Company or Outside Entity,in which case,the Underwriter will paythe Defense Costs incurred solely by such Individual Insured in responding to such a written request. For8. above,the following is added to Part 1, IL Definitions Extradition means any formal process by which an Individual Insured located in any country is surrendered to any other countryfortrial or otherwise to answer any criminal accusation, or the execution of a warrant for the arrest of an Individual Insured where such execution is an element of Extradition. C. BROADENED DEFINITION of DEFENSE COSTS D. Defense Costs is deleted in its entirety and replaced with the following: Defense Costs means: 1. any reasonable legal fees and expenses incurred in the defense of a Claim(Including E- discovery Specialist Services),whether bythe Insured or directly bythe Underwriter,in the investigation, adjustment,defense and appeal of a Claim, except that Defense Costs shall not include: a. any amounts incurred in defense of any Claimforwhich any other insurer has a dutyto defend, regardless of whether or not such other insurer undertakes such duty; or b. salaries,wages, overhead or benefit expenses associated with any Insured except as specified in subparagraph 2. below; or c. salaries,wages, overhead or benefit expenses associated with employees of the Underwriter; and 2. a $500 per day per Individual Insured supplemental payment for the attendance at the request orwith the consent of the Underwriter by such Individual Insured at hearings,trials or depositions. Such payment shall not exceed $15,000 in the aggregate for all Individual Insureds in each Claim. For D.1 above,the following is added to Part 1, II. Definitions: E-Discovery shall mean the review,development, collection, cataloging and/or production of electronically stored information in connection with the defense of a Claim. E-Discovery Specialist Services shall mean onlythe following services performed by an E-Specialist Firm: (A) assisting the Insured with managing and minimizing the internal and external costs associated with E-Discovery; (B) assisting the Insured in developing or formulating an E-Discovery strategy which shall include interviewing qualified and cost-effective E-Discoveryvendors; (C) serving as project manager, advisor and/or consukantto the Insured, defense counsel and the Underwriter in executing and monitoring the E-Discovery strategy; and (D) such other services provided by the E-Specialist Firmthat the Insured, Underwriter, and E- Specialist Firm agree are reasonable given the circumstances of the Claim. E-Specialist Firm means any e-discovery consultant firm approved bythe Underwriter. Page 7 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) D. EXPANDED DEFINITION OF EMPLOYEE TO INCLUDE INDEPENDENT CONTRACTORS AND INTERNS E. Employee is deleted in its entirety and replaced with the following: Employee means any natural person whose labor or service is engaged by and directed bythe Private Company, including part-time, seasonal, leased and temporary employed persons as well as volunteers and interns,but only while that natural person is acting in his or her capacity as such. E mployee shall include Independent Contractor as defined below. Independent Contractor means an individual who is contracted to perform servicesforthe Private Company; provided that such individual shall be deemed an Employee only if and to the extent that the Private Company provides indemnification to such individual for services rendered as if they were rendered by an actual Employee of the Private Company, and provided further that such individual(s) have been identified bythe Private Company to the Underwriter. This Policy does not cover any Loss which any Insured is obligated to pay an Independent Contractor for overtime pay,vacation pay,employee benefit, or any compensation for services rendered. The status of an Employee will be determined at the time of the WrongfulAct. E. DEFINITION OF INDIVIDUAL INSURED BROADENED TO INCLUDE ADVISORY BOARD MEMBERS, FOREIGN EQUIVALENTS, BOARD OBSERVERS AND DE FACTO DIRECTORS G. Individual Insured.1. is deleted in its entirety and replaced with the following: 1. any individual who has been, now is or will become a director, officer, governor,trustee, Employee,volunteer, management committee member,risk manager,in-house counselor, board observer, de facto director,member of the Board of Managers of the Private Company, including foreign equivalents,or,solely with respect to Part3 (Fiduciary Liability Insurance), a director, officer, governor,trustee or Employee of any Benefit Plan and solely in regard to Parts 1 and 3, Individual Insured includes member of an Advisory Board; any past Employees,director. officer, governor,trustee, volunteer, management committee member,risk manager,in-house counsel, member of the Board of Managers of the Private Companyretained as a fiduciary or plan consultant to the Benefit Plan; provided that for the purpose of determining the Private Company's indemnification obligation to any such consultants, each consultant shall be deemed a director or officer of the Private Company. Accordingly,the Private Company shall be deemed to have granted indemnification to each consu@ant to the fullest extent permitted by statutory or common law to the same extent as any director or officer of the Private Company. F. MODIFICATION OF SPOUSAL EXTENSION G. Individual Insured 2, is deleted and replaced with the following: 2. the lawful spouse or Domestic Partner of a director,officer,governor,trustee, or equivalent executive of the Private Company,but only for actual or alleged Wrongful Acts of such person for which such spouse maybe liable as the spouse of such Page 8 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) person. Domestic Partner means any personwho qualifies as a domestic partner under the provisions of any federal. state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established bythe Private Company; G. AMENDED DEFINITION OF LOSS J. Loss is deleted in its entirety and replaced bythe following: J. Loss means: 1. Damages; 2. Defense Costs; However, Loss does not include: 1. fines or penalties imposed by law except a. solely with respectto Part 1 D irectors and Officers Liab ility,Loss shall include fines and penakies assessed against an Insured pursuant to 15 U.S.C.78dd- 2(g)(2)(B) (the Foreign Corrupt Practices Act),the UK Bribery Act or any similarlaw; provided that suchviolation is neitherintentional orwillfuland such fines and penalties are insurable under the law of jurisdiction in which such fines or penalties are assessed; and b. solely with respect to Part 3 (Fiduciary Liability Insurance) Loss includes: i. fines or penalties imposed under Section 502 (i) and (I) of ERISA; ii. civil money penalties imposed upon an Insured for such Insured's violation of the privacyprovisionsof the Health Insurance Portabilityand Accountability Act of 1996 ('HIPAA'), as amended; Hi. civil fines and penakies imposed upon an Insured for violations of the Pension Protection Act of 2006 ('PPA"); iv. civil fines and penakies imposed upon an Insured as a fiduciary under Section 502(c) of ERISA, as amended (including, any amendments pursuant to Section507 of Title V of the Pension Protection Act of 2006); v. civil fines and penalties imposed upon an Insured for violation of the Patient Protection and Affordable Care Act ('PPACA') and the Health and Education Reconciliation Act of 2010, as amended, and any rules or regulations promulgated thereunder; vi. with respect to covered judgments.the fifteen percent (15%) or less tax penalty imposed upon an Insured under Section 4975 of the Internal Revenue Code of 1986; vii. Provided that with regards to the above items i. through vi., the Underwriter's maximum aggregate limit of liabilityfor all such fines and penalties on account of all Claims first made during the Policy Period shall be $250,000,which amount is part of,and not in addition to.the Maximum Aggregate Limit of Liability set forth in Item 3(C) of the Declarations; solely with respect to the fines and penalties described in items i. throughvi,no Retention shall apply. 2. taxes; or 3. matters deemed uninsurable under the lawto which this Policy will be construed; or Page 9 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 4. any amounts other than Defense Costs,which an Insured is obligated to pay as a result of a Claim seeking relief orredressin anyform otherthan monetarydamages; or 5. any costs other than Defense Costs associated with any accommodation required pursuant to the American With Disabilities Act (removed Civil Rights Act of 1964) and the rules orregulationspromulgatedthereunder,amendmentsthereto,orsimilar provisions of any federal, state or local law or common law. H. AMENDED DEFINITION OF PRIVATE OFFERING N. Private Offering is deleted in its entirety and replaced with the following: Private Offering means securities offered or issued bythe Private Company which are exempt from registration withthe United States Securities and Exchange Commission pursuant to the Securities Act of 1933. I. AMENDED DEFINITION OF SUBSIDIARY Q. Subsidiary is deleted in its entirety and replaced with the following: Subsidiary means: 1. any entity while the Named Corporation, directly or indirectlythrough one or more Subsidiaries: a. Owns or controls more than fifty percent(50%)ofthe outstanding securitiesorvoting rights representing the present right; or b. Has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the Private Company,to elect, appoint or exercise a majority control over such entity's directors,trustees,manager.or member of the Board of Managers. or the functional or foreign equivalent positions of such entity; or 2. any entity while the Named Corporation, directly or indirectlythrough one or more Subsidiaries: a. Owns or controls exactlyfifty percent (50%) of the outstanding securities or voting rights representing the present right to elect, appoint, or exercise a majority control over such entity's directors,trustees, manager,member of the Board of Managers, or the functional or foreign equivalent positions of such entity; and b. Has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the Private Company to solely control the management and operation of such entity; or 3. any foundation or charitable trust while such entity is controlled by the Named Corporation. An entity ceasesto be a Subsidiary when it no longer meetsthe definition of Subsidiary specified in 1,2 or 3 above. Coverage for Claims made against any Subsidiary or the Individual Insureds of any Subsidiary shall only applyto Wrongful Acts of such Subsidiary or the Individual Insureds of such Subsidiary occurring after the effective time that such Subsidiary became a Subsidiary. If before or during the Policy Period an entity ceases to be a Subsidiary,then coverage for such Subsidiary shall remain in force, but onlyfor Claims made during the Policy Period for Wrongful Acts occurring prior to the time that such Subsidiary ceased to be a Subsidiary. Page 10 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (03/23) 5. AMENDMENT TO PART 5-COMMON POLICY EXCLUSIONS EXCLUSION A. is deleted in its entirety and replaced with the following: A. arising out of,based upon or attributable to such Insured gaining any personal profit, remuneration or advantage to which they were not legally entitled; however,this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such actor omission; EXCLUSION B. is deleted in its entirety and replaced with the following: B. arising out of,based upon or attributable to any deliberate dishonest or fraudulent actor omission or any criminal actor omission by such Insured; however,this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such actor omission; EXCLUSION C. is amended to include the following: This exclusion shall not applyto any Claim brought under INSURING AGREEMENTA. INDIVIDUAL LIABILITY COVERAGE or to any Securityholder Claim. EXCLUSION D. is deleted in its entirety. EXCLUSION F. is deleted in its entirety and replaced by the following: F. arising out of, based upon or attributable to: 1. any litigation or written demand against an Insured pending on or before the respective Prior and Pending Date set forth in Item 5 of the Declarations Page,or the same fads as alleged in such prior litigation; or 2. any Wrongful Act,f act,circumstance o r situationwhich has been the subject of any written notice given and accepted under any other Directors and Officers Liability Policy, Employment Practices Liability Policy or Fiduciary Liability Policy in which this Policy is a renewal or replacement. EXCLUSION G. is deleted in its entirety. EXCLUSION H. is deleted in its entirety. EXCLUSION I.is amended to include the following: Solely for claims brought under Part 1 , Directors and Officers Liability,this exclusion shall not apply to any Securityholder Claim; or to defense costsfor incurred by an Individual Insuredfor violation of the United Kingdom Corporate Manslaughter and Corporate Homicide Act of 2007. EXCLUSION J. is deleted in its entirety and replaced by the following: J. brought or maintained by or on behalf of,or in the right of,the Private Company Page 11 of 16 PI-PRD-126 (03/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08f23) except a derivative action Claim by any person who is not a past or present director, officer, governor,trustee,equivalent executive,management committee member, or member of the Board of Managers of the Private Company and who brings or maintainsthe Claim without the solicitation, assistance or participation of such persons; provided, however that this exclusion shall not applyto a Claim brought or maintained by or on behalf of a bankruptcy or insolvency receiver, trustee, examiner, conservator, liquidator or rehabilitator, creditor committee, foreign jurisdiction, debtor-in-possession for the Private Company, or any assignee of such receiver,trustee,examiner, conservator, liquidator or rehabilitator; EXCLUSION K is deleted in its entirety and replaced bythe following: K. brought or maintained by any Individual Insured except: 1. any Claim in the form of a cross claim,third party claim or other claim for contribution or indemnity by an Individual Insured which is part of or results directlyfrom a Claim which is not otherwise excluded bythis Policy; 2. a Claim for an Employment Practice Act or a Fiduciary Liability Act; 3. a Claim for a D&O Wrongful Act brought or maintained by an E mployee(s)who is not a past or present director, officer, governor, trustee, equivalent executive, management committee member,or member of the Board of Managers of the Private Company if such Claim for a D&O Wrongful Act is brought and maintained by such Employee without the assistance, participation or solicitation of any such persons. Exclusion K. will not applyto any Claim: 1. in which the party bringing the Claim has not served as a director,trustee,manager, Officer or equivalent executive of the Private Company within one (1) year immediately preceding the date the Claim is first made; 2. in which the party bringing the Claim has not brought the Claire in concert or cooperation with, at the suggestion of, or with the participation,active assistance,or intervention of any other Insured not described in line 1 above; or 3. based upon, arising from, or attributable to any Public Offering; 4. brought by a whistleblower pursuant to any federal,state,local or foreign law against an Individual Insured. EXCLUSION N. is deleted in its entirety and replaced bythe following: N. arising out of,based upon or attributable to a Public Offering or any violation of the Securities and Exchange Act of 1933,Securities and Exchange Act of 1934,Inv estmentAct of 1940, any state"Blue Sky"securities law,or any other federal, state or local securities law or any amendmentsthereto or any rules or regulations promulgated thereunder or any other provision of statutory or common law used to impose liability in connection with the offer to sell or purchase, or the actual sale or purchase of securities; provided,however that this exclusion shall not apply: 1 . to any Private Offering, subject to terms and conditions of Part6, Section XVII; 2. to any Claim made by any securityholder of the Private Companyforthe failure of the Insured to undertake or complete a Public Offering. Page 12 of 16 PI-PRD-126 (08f23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 3. to any Claim arising out of the Insured's preparationsto commence a Public Offering, including any Claim for Loss alleging a Wrongful Act occurring during any presentation to potential investors (a"road show'),if such Public Offering does not occur. 6. AMENDMENTS TO PART 6-COMMON POLICY CONDTIONS A. SECTION III. DEFENSE AND SETTLEMENT, G. are deleted in its entirety and replaced by the following: G. If with respect to any Claim the Insured refusesto consent to the first settlement acceptable to the claimant which the Underwriter recommendsto the Insured in writing, and electsto further contest the Claim,then the Underwriter's liability for such Claim shall not exceed the amount for which the Claim could have been settled, including Defense Costs incurred, up to the date of such refusal,plus ninety (90%] of covered Loss in excess of such first settlement amount,it being a condition of this insurance that the remaining ten percent(10%] of such Loss excess of the first settlement amount shall be borne by the Insured at their own risk and be uninsured. Notwithstanding the foregoing,this paragraph shall not apply until the settlement amount exceedsthe Retention amount stated in Item 4. of the Declarations Page. In addition,if the Underwriter recommends a first settlement of a Claimwithin the Policy's applicable Limit of Liability that is acceptable to the claimant,and the Insured consents to such settlernent,then the Insured's applicable Retentionfor such Claim shall be retroactively reduced by the lesser of fifty percent(50%) or$25,0W. It shall be a condition to such reduction that the Insured must consent to the first settlement amount within thirty (30) days after the date the Underwriter recommends to the Insured such first settlement amount, or in the case of a first settlement amount which arisesfrom a first settlement offer by the claimant,then within the time permitted by the claimant to accept such first settlement offer,but in all events no later than thirty(30) days after the Underwriter recommends to the Insured such first settlement offer. If the Insured does not consent to the first settlement within the time prescribed above,the applicable Retention amount shall remain the respective amount set forth in Item 4. of the Declarations Page,even if consent is given to a subsequent settlement. B. REPORTING ENHANCEMENTS SECTION IV.NOTICE/CLAIM REPORTING PROVISIONS, paragraphs A. and B. are deleted and replaced by the following: A. In the event that a Claim is made against the Insured, the Insured shall, as a condition precedent to the obligations of the Underwriter under this Policy, give written notice to the Underwriter as soon as practicable after any of the directors,officers, governors.trustees, management committee members, or members of the Board of Membersfirst become aware of such Claim, but, not later than 90 days after the expiration date of this Policy,Extension Period, or Run-Off Policy, if applicable. B. If during this Policy Period the CEO,Chairperson of the Board, CFO,or General Counsel first becomes aware of any circumstances which may subsequentlygive riseto a Claimbeing made against any Insured fora specificalleged WrongfulAct,and as soon as practicable thereafter, but before the expiration or cancellation of this Policy, giveswritten notice to the Underwriter of the circumstances and the reasonsfor anticipating such a Claim,with full particulars as to the Wrongful Act, dates and persons involved,then any Claim which is subsequently made against the Insured arising out of such Wrongful Act will be considered made during this Policy Period. Page 13 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) With respect to ParagraphsA. and B. above,the following coverage extension shall apply: In the event that the insured incurs any Pre-Claim Expenses prior to reporting of a Claim pursuant to A. above or circumstance pursuant to B. above,such Pre-Claim Expenses shall qualify as Loss, but solely for the purpose of exhaustion of the applicable Retention,in an aggregate amount not to exceed the lesser of: 1) $25,000; or 2) 50% of the applicable Retention. Once the specified limit or applicable retention limit stated above has been exhausted,any Pre-Claim Expenses shall no longer qualify as covered Loss. Coverage provided herein shall not be deemed to waive the Underwriter's rights hereunder or limit the Insured's right to receive coverage for Loss incurred following the reporting pursuant to A or B. above. For the purposes of this endorsement, Pre-Claim Expenses shall mean reasonable costs, charges,fees (including attorneys'fees and experts'fees) and expenses(other than regular or overtime wages,salaries,fees or benefits of Individual Insureds) incurred in investigating, defending, opposing or appealing any Claim pursuant to A. above, or any notice of circumstance pursuant to B. above, but only if a Claim subsequently arises from such circumstance. C. REPRESENTATIONS AND SEVERABILITY ENHANCEMENTS SECTION VI.RE PRE SE NTATIONS AND SEVERABILI1Y, is deleted in its entirety and replaced by the following: A. In granting coverage to the Insureds under this Policy,the Underwriter has relied upon the declarations and statements in the written Application(s)for this Policy. Such declarations and statements are the basis of the coverage under this Policy and shall be considered as incorporated in and constituting part of this Policy. B. Any written Application(s) shall be construed as a separate Application(s)for coverage by each Insured. With respect to the declarations and statements in such Application(s): (1) no fact pertaining to or knowledge possessed by any Individual Insured shall be imputed to any other Individual Insuredforthe purpose of determining if coverage is available; and (2) only fads pertaining to and knowledge possessed by the Chief Financial Officer, General Counsel, Chief Executive Officer,or Chairperson of the Board shall be imputed to the Private Companyforthe purpose of determining if coverage is available. Additionally,the following Paragraph C. is added: C. In determining whether any of the exclusions in: I. Part I Section III,Exclusions; and II. Part2 Section III, Exclusions; and III. Part3, Section III Exclusions,and IV. Parts, Common Policy Exclusions, Page 14 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08I23) apply,it is agreed that the Wrongful Act of any Individual Insured shall not be imputed to any other Individual Insured. D. AMENDED SUBROGATION PROVISION Part6, COMMON POLICY CONDITIONS.Section VII. SUBROGATION is amended to add the following: However,the Underwriter shall not exercise its rights of subrogation against an Individual Insured under this Policy unless a final and non-appealable judgment or adjudication in the underlying action establishes that an Individual Insured has: (1) gained any personal profit,remuneration or advantage to which they were not legally entitled; or (2) committed any deliberate dishonest or fraudulent actor omission or any criminal actor omission. E. OTHER INSURANCE ENHANCEMENT SECTION XII. OTHER INSURANCE,is deleted in its entirety and replaced bythe following: If the Insured has any other insurance for Claims covered under Part 1 Directors &Officers and Part3 Fiduciary Liability,the insurance provided bythis Policy shall be excess over such other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. In event of a Claim againstthe Insured arising out of serving in his/her capacity as a director, officer, governor or trustee of an Outside Entity, coverage as is afforded by this policy shall be specifically excess of indemnification provided by such Outside Entity and any insurance provided to such Outside Entity. With respectto coverage afforded under Part2 Employment Practices Liability, Claims arising out of an Employment Practices Act shall be primary. However,in the event of a Claim against the Insured arising out of an Employment Practices Act against or committed by a leased Employee,temporary employee,Independent Contractor,or Third Party, coverage as is afforded by this policy shall be specifically excess of other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. F. MODIFIED CHANGE IN OWNERSHIP OR CONTROL SECTION XV.CHANGE IN OWNERSHIP OR CONTROL,is deleted in its entirety and replaced by the following: If after the inception of the Policy Period a Transaction occursthen this Policy will remain in force,but only for Claims made during the Policy Period for Wrongful Acts committed prior to the effective date of the Transaction and the premium will immediately be considered fully earned. However, in the case of a Public Offering,the Insured will provide written notice of the Public Offering to the Underwriter no later than 30 days prior to the filing of any registration statement with the United States Securities and Exchange Commission. The Insured will have the right,within 45 days after the Transaction (or such date the Underwriter may agree by endorsement),to request an offer from the Underwriter fora Run-Off Page 15 of 16 PI-PRD-126 (08f23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) Policyfor a term up to 6 years. If elected,such Run-Off Policy will be conditioned upon payment during the Policy Period of any additional premium,which will be fully earned at inception, and will be subject to any additional terms and conditions required bythe Underwriter. G. 100% ALLOCATION OF DEFENSE COSTS UPON TENDER OF DEFENSE Part6, COMMON POLICY CONDITIONS,Section XIX.ALLOCATION is deleted in its entirety and replaced with the following: In the event that the Insured tendersthe defense of a Claim to the Underwriter and both Loss covered bythis Policy and Loss not covered bythis Policy are incurred because a Claim includes both covered and uncovered matters: (1) Defense Costs: one hundred percent(100%) of reasonable Defense Costs incurred by such Insured from such Claim will be considered covered Loss; and (2) Loss other than Defense Costs: all remaining Loss incurred by such Insured from such Claim will be allocated between covered Loss and uncovered Loss based upon the relative legal exposures of the partiesto such matters. This provision shall not applyto any Claire for violation of the Fair Labor Standards Act(FLSP) or any similar federal, state, local or foreign statutory law or common law or regulation governing or related to wage and hour practices.including but not limited to, (i) any unfair business practices alleged because of the failure or inability of any Insured(s)to reimburse Employee(s)for any business or personal expenses, or pay Earned Wages,or(ii) seeking Earned Wages because any Employee(s) statuswas misclassified or mislabeled,or(iii) any dispute involving the distribution or pooling of tip monies. Earned Wages means wage compensation or overtime payfor services rendered. H. STATE AMENDATORY INCONSITENCY PROVISION Part 6, Common Policy Conditions, is amended to include: XX. It is understood and agreedthatinthe event there is an inconsistencybetween a state amendatory endorsement attached to this Policy and any term or condition of this Policy or any other Endorsement attached to this Policy, then, where permitted by law, the Underwriter shall apply those terms and conditions of the state amendatory endorsement, the Policy or any other Endorsement attached to this Policy which are more favorable to the Insured. Page 16 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp POLICY CHANGE DOCUMENT POLICY NO.: PHPK2679214 Philadelphia Indemnity Insurance Company 124556 First Underwriters, Inc. NAMED INSURED MBSquared Inc dba West Sound Workforce MAILING ADDRESS 5790 Soundview Dr Gig Harbor, WA 98335-2024 POLICY PERIOD: FROM 04/13/2024 TO 04/13/2025 at 12:01 A.M. Standard Time at your mailing address shown above. CHANGE EFFECTIVE 08/01/2024 CHANGE # 1 REVISION # 1 DESCRIPTION In consideration of the premium reflected, the policy is amended as indicated below: Added: Additional Insured The City of Bremerton Per attached Path ID 17797837 Total Annual Total Prorate Additional/Return Premium$ 0.00 Additional/Return Premium$ 0.00 NO CHANGE NO CHANGE COUNTERSIGNED BY (Date) (Authorized Representative) 08/13/2024 Issue Date Insurance Policy Page 1 of 1 PI-AlSCH (08/20) Philadelphia Indemnity Insurance Company Additional Insured Schedule Policy Number: PHPK2679214 Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Cyber Security Liability End PI-RO-011 - Professional Liability Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Commercial Automobile Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 General Liability Additional Insured Port of Seattle 2711 Alaskan Way Seattle, WA 98121-1107 CG2026 - General Liability 1SSquare assists with hiring. Additional Insured The City of Bremerton 345 6th St Ste 100 Bremerton, WA 98337-1891 CG2026 - General Liability written contract PI-AI-SCH(08/20) Page 1 of 1 POLICY NUMBER: PHPK2679214 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Bremerton Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III —Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury' required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the applicable Limits of Insurance shown in the 1. The insurance afforded to such additional Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 2 of 2 POLICY CHANGE DOCUMENT POLICY NO.: PHPK2679214 Philadelphia Indemnity Insurance Company 124556 First Underwriters, Inc. NAMED INSURED MBSquared Inc dba West Sound Workforce MAILING ADDRESS 5790 Soundview Dr Gig Harbor, WA 98335-2024 POLICY PERIOD: FROM 04/13/2024 TO 04/13/2025 at 12:01 A.M. Standard Time at your mailing address shown above. CHANGE EFFECTIVE 08/16/2024 CHANGE # 2 REVISION # 2 DESCRIPTION In consideration of the premium reflected, the policy is amended as indicated below: Added: PI-GL-005 for The City of Bremerton Per attached. Path ID 17810803 Total Annual Total Prorate Additional/Return Premium$ 0.00 Additional/Return Premium$ 0.00 NO CHANGE NO CHANGE COUNTERSIGNED BY (Date) (Authorized Representative) 08/19/2024 Issue Date Insurance Policy Page 1 of 1 POLICY CHANGE DOCUMENT POLICY NO.: PHPK2679214 Philadelphia Indemnity Insurance Company 124556 First Underwriters, Inc. NAMED INSURED MBSquared Inc dba West Sound Workforce MAILING ADDRESS 5790 Soundview Dr Gig Harbor, WA 98335-2024 POLICY PERIOD: FROM 04/13/2024 TO 04/13/2025 at 12:01 A.M. Standard Time at your mailing address shown above. CHANGE EFFECTIVE 08/16/2024 CHANGE # 2 REVISION # 2 DESCRIPTION In consideration of the premium reflected, the policy is amended as indicated below: Added: PI-GL-005 for The City of Bremerton Per attached. Path ID 17810803 Total Annual Total Prorate Additional/Return Premium$ 0.00 Additional/Return Premium$ 0.00 NO CHANGE NO CHANGE COUNTERSIGNED BY (Date) (Authorized Representative) 08/19/2024 Issue Date Insurance Policy Page 1 of 1 PI-AlSCH (08/20) Philadelphia Indemnity Insurance Company Additional Insured Schedule Policy Number: PHPK2679214 Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Cyber Security Liability End PI-RO-011 - Professional Liability Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Commercial Automobile Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 General Liability Additional Insured Port of Seattle 2711 Alaskan Way Seattle, WA 98121-1107 CG2026 - General Liability 1SSquare assists with hiring. Additional Insured The City of Bremerton 345 6th St Ste 100 Bremerton, WA 98337-1891 CG2026 - General Liability written contract PI-AI-SCH(08/20) Page 1 of 1 PI-AlSCH (08/20) Philadelphia Indemnity Insurance Company Additional Insured Schedule Policy Number: PHPK2679214 Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Cyber Security Liability End PI-RO-011 - Professional Liability Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 Commercial Automobile Additional Insured KeyBank National Association, ISAOA 4910 Tiedeman Rd Brooklyn, OH 44144-2338 General Liability Additional Insured Port of Seattle 2711 Alaskan Way Seattle, WA 98121-1107 CG2026 - General Liability 1SSquare assists with hiring. Additional Insured The City of Bremerton 345 6th St Ste 100 Bremerton, WA 98337-1891 CG2026 - General Liability written contract PI-AI-SCH(08/20) Page 1 of 1 PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 08/16/2024 Name of Person or Organization (Additional Insured): The City of Bremerton SECTION II—WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury" arising out of or relating to your negligence in the performance of"your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III—LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 08/16/2024 Name of Person or Organization (Additional Insured): The City of Bremerton SECTION II—WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury" arising out of or relating to your negligence in the performance of"your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III—LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-PRD-126 (08I23) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIVATE COMPANY ENHANCEMENT ENDORSEMENT This endorsement modifies and is subject to the insurance provided under the following: PRIVATE COMPANY PROTECTION PLUS 1. AMENDMENTS TO PART 1-DIRECTORS &OFFICERS LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART 1 DIRECTORS &OFFICERS LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IF A LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR DIRECTORS&OFFICERS LIABILITY. A. SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE PART 1. Directors &Officers Liability Insurance,I. Insuring Agreements is amended to include: D. SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE The Underwriter will pay on behalf of the Private Company,Securityholder Derivative Demand Evaluation Costs incurred with the Underwriter's prior written consent which the Private Company becomes legally obligated to pay on account of any securityholder derivative demand that is first made during the Policy Period,(or if applicable,during the Extension Period),for D&O Wrongful Act by an Executive before or during the Policy Period in an aggregate amount not to exceed $500,000 per Policy Period which amount is in addition to, and not part of,the Aggregate Limit of Liability set forth in Item 3. (J) of the Declarations and no Retention will applyto such amount. SecurityholderDerivativeDemand Evaluation Costs meansreasonable costs,feesand expenses (other than regular or overtime wages,salaries,fees, or benefits of the directors, officers or employees of the Private Company) incurred by the Private Compaty (including its Board of Directors or any committee of its Board of Directors) solely with respect to an evaluation required to determine whether it is in the best interest of the Private Company to prosecute the claims alleged in a securityholder derivative demand and priorto anyClaimfirst made in connectionwith such securityholder derivative demand. In no event shall Securityholder Derivative Demand Evaluation Costs include any costs,fees or expenses incurred in a Claim. B. ADDITIONAL LIMIT OF LIABILITY FOR EXECUTIVES 1. The Underwriter shall provide an additional Limit of Liability under Part 1 Insuring Agreement A. INDIVIDUAL LIABILITY COVERAGE in an amount not to exceed $1 ,000,000,which amount is in addition to and not part of the Limit of Liability set forth in ITEM 3. (A) of the Declarations. This additional Limit of Liability applies solely to Loss resulting from any Claim against any Executive and arising from a D&O Wrongful Act to which Insuring Agreement A. is applicable Page 1 of 16 PI-PRD-126 (08I23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08I23) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIVATE COMPANY ENHANCEMENT ENDORSEMENT This endorsement modifies and is subject to the insurance provided under the following: PRIVATE COMPANY PROTECTION PLUS 1. AMENDMENTS TO PART 1-DIRECTORS &OFFICERS LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART 1 DIRECTORS &OFFICERS LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IF A LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR DIRECTORS&OFFICERS LIABILITY. A. SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE PART 1. Directors &Officers Liability Insurance,I. Insuring Agreements is amended to include: D. SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE The Underwriter will pay on behalf of the Private Company,Securityholder Derivative Demand Evaluation Costs incurred with the Underwriter's prior written consent which the Private Company becomes legally obligated to pay on account of any securityholder derivative demand that is first made during the Policy Period,(or if applicable,during the Extension Period),for D&O Wrongful Act by an Executive before or during the Policy Period in an aggregate amount not to exceed $500,000 per Policy Period which amount is in addition to, and not part of,the Aggregate Limit of Liability set forth in Item 3. (J) of the Declarations and no Retention will applyto such amount. SecurityholderDerivativeDemand Evaluation Costs meansreasonable costs,feesand expenses (other than regular or overtime wages,salaries,fees, or benefits of the directors, officers or employees of the Private Company) incurred by the Private Compaty (including its Board of Directors or any committee of its Board of Directors) solely with respect to an evaluation required to determine whether it is in the best interest of the Private Company to prosecute the claims alleged in a securityholder derivative demand and priorto anyClaimfirst made in connectionwith such securityholder derivative demand. In no event shall Securityholder Derivative Demand Evaluation Costs include any costs,fees or expenses incurred in a Claim. B. ADDITIONAL LIMIT OF LIABILITY FOR EXECUTIVES 1. The Underwriter shall provide an additional Limit of Liability under Part 1 Insuring Agreement A. INDIVIDUAL LIABILITY COVERAGE in an amount not to exceed $1 ,000,000,which amount is in addition to and not part of the Limit of Liability set forth in ITEM 3. (A) of the Declarations. This additional Limit of Liability applies solely to Loss resulting from any Claim against any Executive and arising from a D&O Wrongful Act to which Insuring Agreement A. is applicable Page 1 of 16 PI-PRD-126 (08I23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08I23) C. AMENDMENT TO THE DEFINITION OF WRONGFULACT SECTION II,DEFINITIONS-A. D&O Wrongful Act, paragraphs 1. and 3.a. are amended as follows: 1. act, error, omission, misstatement, misleading statement, neglect,or breach of duty committed or attempted by an Individual Insured in histher capacity as an Individual Insured or any other matter claimed against any Individual Insured solely by reason of his or her status as an Individual Insured,or 3. a. if such service is at the request or direction of the Private Company; and D. AMENDMENT OF THE DEFINITION OF OUTSIDE ENTITY SECTION II,DEFINITIONS B. Outside Entity, Item 1. is deleted in its entirety and replaced by the following: 1. any not-for-profit entity, community chest,fund or foundation that is exempt fromfederal income tax as an entity described in Section 501(c)(3),501(c)(4),501(c](7) or501(c](10) of the Internal Revenue Code of 1986, as amended, or any other entity organized for religious or charitable purpose under any non-profit organization act or statute; or E. ADDED DEFINITION OF EXECUTIVE SECTION II, DEFINITIONS is amended to include the following: Executive means any natural person who was, is, or will be: 1. a duly elected or appointed director,officer, member of the Advisory Board or in- house general counsel of the Private Company incorporated in the United States of America. 2. a duly elected or appointed: (1) member or manager of the Board of Managers or equivalent position; (2) member of the Advisory Board; or(3) in-house counsel, of the Private Cornpanyincorporated as a limited liabilitycompany inthe United States of America; or 3. a Board Observer or De Facto Director, but only if the Private Company has indemnified such individuals as any director or officer of the Private Company. 4. a holder of an equivalent positionto those described in 1 -3. above in the Private Company incorporated,formed or organized anywhere in the world. F. ADDED DEFINITION OF SECURITYHOLDER CLAIM SECTION II,DEFINITIONS is amended to include the following: Securityholder Claim means any: a. Claim against an Insured fora violation of any law relating to securities brought by: Page 2 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08I23) C. AMENDMENT TO THE DEFINITION OF WRONGFULACT SECTION II,DEFINITIONS-A. D&O Wrongful Act, paragraphs 1. and 3.a. are amended as follows: 1. act, error, omission, misstatement, misleading statement, neglect,or breach of duty committed or attempted by an Individual Insured in histher capacity as an Individual Insured or any other matter claimed against any Individual Insured solely by reason of his or her status as an Individual Insured,or 3. a. if such service is at the request or direction of the Private Company; and D. AMENDMENT OF THE DEFINITION OF OUTSIDE ENTITY SECTION II,DEFINITIONS B. Outside Entity, Item 1. is deleted in its entirety and replaced by the following: 1. any not-for-profit entity, community chest,fund or foundation that is exempt fromfederal income tax as an entity described in Section 501(c)(3),501(c)(4),501(c](7) or501(c](10) of the Internal Revenue Code of 1986, as amended, or any other entity organized for religious or charitable purpose under any non-profit organization act or statute; or E. ADDED DEFINITION OF EXECUTIVE SECTION II, DEFINITIONS is amended to include the following: Executive means any natural person who was, is, or will be: 1. a duly elected or appointed director,officer, member of the Advisory Board or in- house general counsel of the Private Company incorporated in the United States of America. 2. a duly elected or appointed: (1) member or manager of the Board of Managers or equivalent position; (2) member of the Advisory Board; or(3) in-house counsel, of the Private Cornpanyincorporated as a limited liabilitycompany inthe United States of America; or 3. a Board Observer or De Facto Director, but only if the Private Company has indemnified such individuals as any director or officer of the Private Company. 4. a holder of an equivalent positionto those described in 1 -3. above in the Private Company incorporated,formed or organized anywhere in the world. F. ADDED DEFINITION OF SECURITYHOLDER CLAIM SECTION II,DEFINITIONS is amended to include the following: Securityholder Claim means any: a. Claim against an Insured fora violation of any law relating to securities brought by: Page 2 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) a. One or more securityholder(s) of the Private Company solely in connection with such securityholder's interest in the securities of such Private Company,or b. Any person or entity solely in connection with purchase or sale of, or offer to purchase or sell securities of the Private Company; or b. Claim brought by a securityholder derivative demand or action, on behalf of the Private Company against an Individual Insured or the Private Company(in the Private Company's capacity as a nominal defendant). Provided that such Securityholder Claim is broughtwithoutthe solicitation, assistance, active participation, or intervention of any Executive. G. AMENDMENT TO EXCLUSIONS A., B., C., AND F. CARVEBACK FOR SECURITYHOLDER CLAIMS. SECTION III, EXCLUSIONS-A., B.,C. and F. are amended to include the following: Exclusions A. B,C. and F. shall not apply to any Securityholder Claim. H. SECTION IV. PRESUMPTIVE INDEMNIFICATION is deleted in its entirety. 2. AMENDMENT TO PART 2-EMPLOYMENT PRACTICES LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART2- EMPLOYMENTPRACTICES LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IF A LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR EMPLOYMENT PRACTICES LIABILITY. A. AMENDED DEFINITION OF EMPLOYMENT PRACTICE ACT SECTION II.DEFINITIONS,A. Employment Practices Act is deleted in its entirety and replaced with the following: Employment Practice Act means any actual or alleged: 1. wrongful dismissal, discharge or termination of employment; 2. breach of a written or oral employment contractor implied employment contract; 3. employment related misrepresentation; 4. wrongful failure to promote; 5. violation of employment discrimination laws (including harassment); 6. wrongful deprivation of a career opportunity; 7. employment related wrongful discipline; 8. negligent employee evaluation,training or supervision; 9. employment related invasion of privacy; 10. employment related defamation (including libel and slander); 11. workplace harassment of any kind,including sexual; 12. hostile work environment; 13. constructive discharge of employment; 14. employment related Retaliation 15. employment related humiliation; Page 3 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) a. One or more securityholder(s) of the Private Company solely in connection with such securityholder's interest in the securities of such Private Company,or b. Any person or entity solely in connection with purchase or sale of, or offer to purchase or sell securities of the Private Company; or b. Claim brought by a securityholder derivative demand or action, on behalf of the Private Company against an Individual Insured or the Private Company(in the Private Company's capacity as a nominal defendant). Provided that such Securityholder Claim is broughtwithoutthe solicitation, assistance, active participation, or intervention of any Executive. G. AMENDMENT TO EXCLUSIONS A., B., C., AND F. CARVEBACK FOR SECURITYHOLDER CLAIMS. SECTION III, EXCLUSIONS-A., B.,C. and F. are amended to include the following: Exclusions A. B,C. and F. shall not apply to any Securityholder Claim. H. SECTION IV. PRESUMPTIVE INDEMNIFICATION is deleted in its entirety. 2. AMENDMENT TO PART 2-EMPLOYMENT PRACTICES LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART2- EMPLOYMENTPRACTICES LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IF A LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR EMPLOYMENT PRACTICES LIABILITY. A. AMENDED DEFINITION OF EMPLOYMENT PRACTICE ACT SECTION II.DEFINITIONS,A. Employment Practices Act is deleted in its entirety and replaced with the following: Employment Practice Act means any actual or alleged: 1. wrongful dismissal, discharge or termination of employment; 2. breach of a written or oral employment contractor implied employment contract; 3. employment related misrepresentation; 4. wrongful failure to promote; 5. violation of employment discrimination laws (including harassment); 6. wrongful deprivation of a career opportunity; 7. employment related wrongful discipline; 8. negligent employee evaluation,training or supervision; 9. employment related invasion of privacy; 10. employment related defamation (including libel and slander); 11. workplace harassment of any kind,including sexual; 12. hostile work environment; 13. constructive discharge of employment; 14. employment related Retaliation 15. employment related humiliation; Page 3 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 16. wrongful demotion; 17. negligent reassignment; 18. negligent hiring or retention; 19. failure to grant tenure; 20. failure to provide or enforce consistent employment policies and procedures; 21. failure to employ; 22. workplace bullying; 23. violation of anyfederal, state or local civil rights laws; 24. acts described in 1. through 23. above,arising fromthe use of the Private Company's internet, e-mail,telecommunications or similar systems,including communications on social media networks and committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or by the Private Company. Solely with respectto any Claim brought by or on behalf of any Third Party, Employment PracticeAct means any actual or alleged wrongful failure to employ,discrimination, harassment or violation of such Third Party% civil rights in relation to such wrongful failure to employ, discrimination or harassment,whether direct, indirect, or unintentional,committed by an Individual Insured in his/her capacity as an Individual Insured or bythe Private Company. B. AMENDED DEFINTION OF THIRD PARTY SECTION II.DEFINITIONS, C.Third Party is deleted in its entirety and replaced with the following: C. Third Party means any natural person who is not an Employee of the Private Company. 3- AMENDMENT TO PART3-FIDUCIARY LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART 3- FIDUCIARY LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IFA LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR FIDCUIARY LIABILITY. A. BROADENED FIDUCIARY LIABILITY INSURING AGREEMENT SECTION, I.INSURING AGREEMENT is deleted and replaced with the following: The Underwriter will pay on behalf of the Insured,Loss from Claims made againstthe Insured during the Policy Period(or,if applicable, the Extension Period),for a Fiduciary Liability Act. This coverage will not apply to any Claims arising out of any alleged violation of Title II of the Health Insurance Portability and AccountabilityAct of 1996 (HIPAA) and amendments to such law or regulations promulgated under such law concerning privacy of health information or arising out of Managed Care liability. In the event of the Insured enters into a voluntary settlement programwith the Internal Revenue Service (or any similar state or federal agency),the Private Company,following prior notice provided bythe Private Companyto the Underwriter, during the Policy Period(or any applicable Extension Period), of the Private Company's intent to enter into said settlement program,will pay on behalf of the Insureds anyfees, penalties or sanctions imposed by law under said settlement program for which Insured is legally liable as a result of a Fiduciary Page 4 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 16. wrongful demotion; 17. negligent reassignment; 18. negligent hiring or retention; 19. failure to grant tenure; 20. failure to provide or enforce consistent employment policies and procedures; 21. failure to employ; 22. workplace bullying; 23. violation of anyfederal, state or local civil rights laws; 24. acts described in 1. through 23. above,arising fromthe use of the Private Company's internet, e-mail,telecommunications or similar systems,including communications on social media networks and committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or by the Private Company. Solely with respectto any Claim brought by or on behalf of any Third Party, Employment PracticeAct means any actual or alleged wrongful failure to employ,discrimination, harassment or violation of such Third Party% civil rights in relation to such wrongful failure to employ, discrimination or harassment,whether direct, indirect, or unintentional,committed by an Individual Insured in his/her capacity as an Individual Insured or bythe Private Company. B. AMENDED DEFINTION OF THIRD PARTY SECTION II.DEFINITIONS, C.Third Party is deleted in its entirety and replaced with the following: C. Third Party means any natural person who is not an Employee of the Private Company. 3- AMENDMENT TO PART3-FIDUCIARY LIABILITY INSURANCE THE FOLLOWING AMENDS THE COVERAGE PROVIDED BY YOUR POLICY UNDER PART 3- FIDUCIARY LIABILITY INSURANCE.THIS SECTION ONLY APPLIES IFA LIMIT OF LIABILITY IS SCHEDULED ON THE DECLARATIONS PAGE FOR FIDCUIARY LIABILITY. A. BROADENED FIDUCIARY LIABILITY INSURING AGREEMENT SECTION, I.INSURING AGREEMENT is deleted and replaced with the following: The Underwriter will pay on behalf of the Insured,Loss from Claims made againstthe Insured during the Policy Period(or,if applicable, the Extension Period),for a Fiduciary Liability Act. This coverage will not apply to any Claims arising out of any alleged violation of Title II of the Health Insurance Portability and AccountabilityAct of 1996 (HIPAA) and amendments to such law or regulations promulgated under such law concerning privacy of health information or arising out of Managed Care liability. In the event of the Insured enters into a voluntary settlement programwith the Internal Revenue Service (or any similar state or federal agency),the Private Company,following prior notice provided bythe Private Companyto the Underwriter, during the Policy Period(or any applicable Extension Period), of the Private Company's intent to enter into said settlement program,will pay on behalf of the Insureds anyfees, penalties or sanctions imposed by law under said settlement program for which Insured is legally liable as a result of a Fiduciary Page 4 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) Liability Actin an amount notto exceed $250,000. Such amount will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. In no case, however,will the Underwriter pay for any costs of corrections. a. The Underwriter will pay on behalf of the Insured,Loss from Claims made againstthe Insured during the Policy Period (or, if applicable,the Extension Period),fora Fiduciary Liability Act arising from any alleged violation of Title II of the Health Insurance Portability and AccountabilityAct of 1996 (HIPAA) and amendmentsto such law or regulations promulgated under such law concerning privacy of health information. Coverage under this paragraph is subject to a sublimit of liability of$250,000. Said sublimit will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. b. The Underwriter will pay on behalf ofthe Insured,Defense Costs from Claims made against the Insured during the Policy Period (or, if applicable,the Extension Period)fora Fiduciary Liability Actin connection with Managed Care liability solely as regards any Managed Care plans sponsored solely bythe Private Company and insured and administered by an outside insurance carrier. Coverage under this paragraph is subject to a sublimit of liability of$250,000. Said sublimit will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. For the purposes of this coverage, Managed Carewill mean any plan providing comprehensive medical care to plan members on the basis of a prepaid contract and which byvirtue thereof limits the choices of medical care and service providers availableto plan members. B. AMENDMENT OF THE DEFINITION OF BENEFIT PLAN SECTION, II. DE FINITIONS,B. BENE FIT PLAN,is deleted in its entirety and replaced bythe following: B. Benefit Plan means: 1. any Welfare Benefit Plan which was,is now or becomes sponsored by the Private Company solelyforthe benefit of the Employees of the Private Company; 2. any Pension Benefit Plan which was, on or priorto the effective date of this Policy, sponsored bythe Private Companysolelyforthe benefit of the Employees of the Private Company, provided that coverage was available in respect of such Pension Benefit Plan under any policy of which this Policy is a renewal or replacement and such Pension Benefit Plan has been reported in writing to the Underwriter as part of the Application; 3. any Pension Benefit Plan created or acquired (through merger, consolidation or otherwise) during the Policy Period bythe Insured solelyforthe benefit of the Employees of the Private Company; 4. any government-mandated benefit program for workers compensation, unemployment, social security or disability benefits for Employees of the Private Company. However, Benefit Plan does not include any multi-employer plan or any employee stock ownership plan unless said plan is added by specificwritten endorsementto this policy. Coverage for Benefit Plans which are sold,terminated or spun-off during or priorto the Policy Period shall apply only with respectto any Fiduciary Liability Act occurring priorto Page 5 of 16 PI-PRD-126 (08I23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) Liability Actin an amount notto exceed $250,000. Such amount will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. In no case, however,will the Underwriter pay for any costs of corrections. a. The Underwriter will pay on behalf of the Insured,Loss from Claims made againstthe Insured during the Policy Period (or, if applicable,the Extension Period),fora Fiduciary Liability Act arising from any alleged violation of Title II of the Health Insurance Portability and AccountabilityAct of 1996 (HIPAA) and amendmentsto such law or regulations promulgated under such law concerning privacy of health information. Coverage under this paragraph is subject to a sublimit of liability of$250,000. Said sublimit will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. b. The Underwriter will pay on behalf ofthe Insured,Defense Costs from Claims made against the Insured during the Policy Period (or, if applicable,the Extension Period)fora Fiduciary Liability Actin connection with Managed Care liability solely as regards any Managed Care plans sponsored solely bythe Private Company and insured and administered by an outside insurance carrier. Coverage under this paragraph is subject to a sublimit of liability of$250,000. Said sublimit will be part of and not in addition to the Limit of Liability, as set forth in Item 3(C) of the Declarations. For the purposes of this coverage, Managed Carewill mean any plan providing comprehensive medical care to plan members on the basis of a prepaid contract and which byvirtue thereof limits the choices of medical care and service providers availableto plan members. B. AMENDMENT OF THE DEFINITION OF BENEFIT PLAN SECTION, II. DE FINITIONS,B. BENE FIT PLAN,is deleted in its entirety and replaced bythe following: B. Benefit Plan means: 1. any Welfare Benefit Plan which was,is now or becomes sponsored by the Private Company solelyforthe benefit of the Employees of the Private Company; 2. any Pension Benefit Plan which was, on or priorto the effective date of this Policy, sponsored bythe Private Companysolelyforthe benefit of the Employees of the Private Company, provided that coverage was available in respect of such Pension Benefit Plan under any policy of which this Policy is a renewal or replacement and such Pension Benefit Plan has been reported in writing to the Underwriter as part of the Application; 3. any Pension Benefit Plan created or acquired (through merger, consolidation or otherwise) during the Policy Period bythe Insured solelyforthe benefit of the Employees of the Private Company; 4. any government-mandated benefit program for workers compensation, unemployment, social security or disability benefits for Employees of the Private Company. However, Benefit Plan does not include any multi-employer plan or any employee stock ownership plan unless said plan is added by specificwritten endorsementto this policy. Coverage for Benefit Plans which are sold,terminated or spun-off during or priorto the Policy Period shall apply only with respectto any Fiduciary Liability Act occurring priorto Page 5 of 16 PI-PRD-126 (08I23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) the date of such sale or spin-off, or in the case of termination,prior to the final date of asset distribution of such Benefit Plan. C. AMENDMENT OF THE DEFINITION OF FIDUCIARY LIABILITY INSURANCE TO INCLUDE STATUS PROVISION AND SETTLOR EXTENSION SECTION, II. DEFINITIONS,C. Fiduciary Liability Act is deleted and replaced bythe following: 1. breach by an Insured of the responsibilities, obligations or duties imposed upon fiduciaries of any Benefit Plan by ERISAorany matter claimed againstany Individuattnsuredsolely by reason of his or her status as an Individual Insured.; or 2. negligent act,error or omission by an Insured solely inthe Administration of any Benefit Plan. 3. any actual or alleged act, error or omission by an Insured in a senior capacity as respects a Benefit Plan. D. AMENDMENT TO BENEFITS DUE EXCLUSION SECTION, III.EXCLUSIONS, B. is deleted in its entirety and replaced by the following: B. to the extent such Loss constitutes benefits due orto become due under a Benefit Plan or benefitswhich would be due under a Benefit Plan if itsterms complied with all applicable law, however,this exclusion shall not apply to Defense Costs orto coverage for settlement and judgment costsfor investment loss; E. DELETION OF FAILURE TO MAINTAIN INSURANCE EXCLUSION SECTION, III.EXCLUSIONS C. is deleted in its entirety. 4. AMENDMENT TO PART 4 COMMON POLICY DEFINTIONS A. AMENDED OF DEFINITION OF APPLICATION A.Application, Items 1 and 2 are deleted in entirety and replaced bythe following: Application meansthe Applicationforthis Policy, including any material submitted therewith; and any representation provided to the Underwriter in the Application(s)within the past 12 months of the effective date of this Policyforwhich this Policy is a director indirect renewal or replacement,all of which will be deemed a part of this Policy as if physically attached hereto. B. DEFINITION OF CLAIM BROADENED B. Claim is amended to include the following: 8. an official requestfor Extradition; 9. solely when used in reference to the coverage provided under Part 1, Directors and Officers Liability, INSURINGAGREEMENTA.,INDIVIDUAL LIABILITY COVERAGE, any service of a subpoena,search warrant,target letter,Wells Notice or similar written request upon an Individual Insured compelling witnesstestimony or document production in connection with the matters described Paragraphs B 1. through B.8 above Page 6 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) the date of such sale or spin-off, or in the case of termination,prior to the final date of asset distribution of such Benefit Plan. C. AMENDMENT OF THE DEFINITION OF FIDUCIARY LIABILITY INSURANCE TO INCLUDE STATUS PROVISION AND SETTLOR EXTENSION SECTION, II. DEFINITIONS,C. Fiduciary Liability Act is deleted and replaced bythe following: 1. breach by an Insured of the responsibilities, obligations or duties imposed upon fiduciaries of any Benefit Plan by ERISAorany matter claimed againstany Individuattnsuredsolely by reason of his or her status as an Individual Insured.; or 2. negligent act,error or omission by an Insured solely inthe Administration of any Benefit Plan. 3. any actual or alleged act, error or omission by an Insured in a senior capacity as respects a Benefit Plan. D. AMENDMENT TO BENEFITS DUE EXCLUSION SECTION, III.EXCLUSIONS, B. is deleted in its entirety and replaced by the following: B. to the extent such Loss constitutes benefits due orto become due under a Benefit Plan or benefitswhich would be due under a Benefit Plan if itsterms complied with all applicable law, however,this exclusion shall not apply to Defense Costs orto coverage for settlement and judgment costsfor investment loss; E. DELETION OF FAILURE TO MAINTAIN INSURANCE EXCLUSION SECTION, III.EXCLUSIONS C. is deleted in its entirety. 4. AMENDMENT TO PART 4 COMMON POLICY DEFINTIONS A. AMENDED OF DEFINITION OF APPLICATION A.Application, Items 1 and 2 are deleted in entirety and replaced bythe following: Application meansthe Applicationforthis Policy, including any material submitted therewith; and any representation provided to the Underwriter in the Application(s)within the past 12 months of the effective date of this Policyforwhich this Policy is a director indirect renewal or replacement,all of which will be deemed a part of this Policy as if physically attached hereto. B. DEFINITION OF CLAIM BROADENED B. Claim is amended to include the following: 8. an official requestfor Extradition; 9. solely when used in reference to the coverage provided under Part 1, Directors and Officers Liability, INSURINGAGREEMENTA.,INDIVIDUAL LIABILITY COVERAGE, any service of a subpoena,search warrant,target letter,Wells Notice or similar written request upon an Individual Insured compelling witnesstestimony or document production in connection with the matters described Paragraphs B 1. through B.8 above Page 6 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) orwith any equivalent action against the Private Company or Outside Entity,in which case,the Underwriter will paythe Defense Costs incurred solely by such Individual Insured in responding to such a written request. For8. above,the following is added to Part 1, IL Definitions Extradition means any formal process by which an Individual Insured located in any country is surrendered to any other countryfortrial or otherwise to answer any criminal accusation, or the execution of a warrant for the arrest of an Individual Insured where such execution is an element of Extradition. C. BROADENED DEFINITION of DEFENSE COSTS D. Defense Costs is deleted in its entirety and replaced with the following: Defense Costs means: 1. any reasonable legal fees and expenses incurred in the defense of a Claim(Including E- discovery Specialist Services),whether bythe Insured or directly bythe Underwriter,in the investigation, adjustment,defense and appeal of a Claim, except that Defense Costs shall not include: a. any amounts incurred in defense of any Claimforwhich any other insurer has a dutyto defend, regardless of whether or not such other insurer undertakes such duty; or b. salaries,wages, overhead or benefit expenses associated with any Insured except as specified in subparagraph 2. below; or c. salaries,wages, overhead or benefit expenses associated with employees of the Underwriter; and 2. a $500 per day per Individual Insured supplemental payment for the attendance at the request orwith the consent of the Underwriter by such Individual Insured at hearings,trials or depositions. Such payment shall not exceed $15,000 in the aggregate for all Individual Insureds in each Claim. For D.1 above,the following is added to Part 1, II. Definitions: E-Discovery shall mean the review,development, collection, cataloging and/or production of electronically stored information in connection with the defense of a Claim. E-Discovery Specialist Services shall mean onlythe following services performed by an E-Specialist Firm: (A) assisting the Insured with managing and minimizing the internal and external costs associated with E-Discovery; (B) assisting the Insured in developing or formulating an E-Discovery strategy which shall include interviewing qualified and cost-effective E-Discoveryvendors; (C) serving as project manager, advisor and/or consukantto the Insured, defense counsel and the Underwriter in executing and monitoring the E-Discovery strategy; and (D) such other services provided by the E-Specialist Firmthat the Insured, Underwriter, and E- Specialist Firm agree are reasonable given the circumstances of the Claim. E-Specialist Firm means any e-discovery consultant firm approved bythe Underwriter. Page 7 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) orwith any equivalent action against the Private Company or Outside Entity,in which case,the Underwriter will paythe Defense Costs incurred solely by such Individual Insured in responding to such a written request. For8. above,the following is added to Part 1, IL Definitions Extradition means any formal process by which an Individual Insured located in any country is surrendered to any other countryfortrial or otherwise to answer any criminal accusation, or the execution of a warrant for the arrest of an Individual Insured where such execution is an element of Extradition. C. BROADENED DEFINITION of DEFENSE COSTS D. Defense Costs is deleted in its entirety and replaced with the following: Defense Costs means: 1. any reasonable legal fees and expenses incurred in the defense of a Claim(Including E- discovery Specialist Services),whether bythe Insured or directly bythe Underwriter,in the investigation, adjustment,defense and appeal of a Claim, except that Defense Costs shall not include: a. any amounts incurred in defense of any Claimforwhich any other insurer has a dutyto defend, regardless of whether or not such other insurer undertakes such duty; or b. salaries,wages, overhead or benefit expenses associated with any Insured except as specified in subparagraph 2. below; or c. salaries,wages, overhead or benefit expenses associated with employees of the Underwriter; and 2. a $500 per day per Individual Insured supplemental payment for the attendance at the request orwith the consent of the Underwriter by such Individual Insured at hearings,trials or depositions. Such payment shall not exceed $15,000 in the aggregate for all Individual Insureds in each Claim. For D.1 above,the following is added to Part 1, II. Definitions: E-Discovery shall mean the review,development, collection, cataloging and/or production of electronically stored information in connection with the defense of a Claim. E-Discovery Specialist Services shall mean onlythe following services performed by an E-Specialist Firm: (A) assisting the Insured with managing and minimizing the internal and external costs associated with E-Discovery; (B) assisting the Insured in developing or formulating an E-Discovery strategy which shall include interviewing qualified and cost-effective E-Discoveryvendors; (C) serving as project manager, advisor and/or consukantto the Insured, defense counsel and the Underwriter in executing and monitoring the E-Discovery strategy; and (D) such other services provided by the E-Specialist Firmthat the Insured, Underwriter, and E- Specialist Firm agree are reasonable given the circumstances of the Claim. E-Specialist Firm means any e-discovery consultant firm approved bythe Underwriter. Page 7 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) D. EXPANDED DEFINITION OF EMPLOYEE TO INCLUDE INDEPENDENT CONTRACTORS AND INTERNS E. Employee is deleted in its entirety and replaced with the following: Employee means any natural person whose labor or service is engaged by and directed bythe Private Company, including part-time, seasonal, leased and temporary employed persons as well as volunteers and interns,but only while that natural person is acting in his or her capacity as such. E mployee shall include Independent Contractor as defined below. Independent Contractor means an individual who is contracted to perform servicesforthe Private Company; provided that such individual shall be deemed an Employee only if and to the extent that the Private Company provides indemnification to such individual for services rendered as if they were rendered by an actual Employee of the Private Company, and provided further that such individual(s) have been identified bythe Private Company to the Underwriter. This Policy does not cover any Loss which any Insured is obligated to pay an Independent Contractor for overtime pay,vacation pay,employee benefit, or any compensation for services rendered. The status of an Employee will be determined at the time of the WrongfulAct. E. DEFINITION OF INDIVIDUAL INSURED BROADENED TO INCLUDE ADVISORY BOARD MEMBERS, FOREIGN EQUIVALENTS, BOARD OBSERVERS AND DE FACTO DIRECTORS G. Individual Insured.1. is deleted in its entirety and replaced with the following: 1. any individual who has been, now is or will become a director, officer, governor,trustee, Employee,volunteer, management committee member,risk manager,in-house counselor, board observer, de facto director,member of the Board of Managers of the Private Company, including foreign equivalents,or,solely with respect to Part3 (Fiduciary Liability Insurance), a director, officer, governor,trustee or Employee of any Benefit Plan and solely in regard to Parts 1 and 3, Individual Insured includes member of an Advisory Board; any past Employees,director. officer, governor,trustee, volunteer, management committee member,risk manager,in-house counsel, member of the Board of Managers of the Private Companyretained as a fiduciary or plan consultant to the Benefit Plan; provided that for the purpose of determining the Private Company's indemnification obligation to any such consultants, each consultant shall be deemed a director or officer of the Private Company. Accordingly,the Private Company shall be deemed to have granted indemnification to each consu@ant to the fullest extent permitted by statutory or common law to the same extent as any director or officer of the Private Company. F. MODIFICATION OF SPOUSAL EXTENSION G. Individual Insured 2, is deleted and replaced with the following: 2. the lawful spouse or Domestic Partner of a director,officer,governor,trustee, or equivalent executive of the Private Company,but only for actual or alleged Wrongful Acts of such person for which such spouse maybe liable as the spouse of such Page 8 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) D. EXPANDED DEFINITION OF EMPLOYEE TO INCLUDE INDEPENDENT CONTRACTORS AND INTERNS E. Employee is deleted in its entirety and replaced with the following: Employee means any natural person whose labor or service is engaged by and directed bythe Private Company, including part-time, seasonal, leased and temporary employed persons as well as volunteers and interns,but only while that natural person is acting in his or her capacity as such. E mployee shall include Independent Contractor as defined below. Independent Contractor means an individual who is contracted to perform servicesforthe Private Company; provided that such individual shall be deemed an Employee only if and to the extent that the Private Company provides indemnification to such individual for services rendered as if they were rendered by an actual Employee of the Private Company, and provided further that such individual(s) have been identified bythe Private Company to the Underwriter. This Policy does not cover any Loss which any Insured is obligated to pay an Independent Contractor for overtime pay,vacation pay,employee benefit, or any compensation for services rendered. The status of an Employee will be determined at the time of the WrongfulAct. E. DEFINITION OF INDIVIDUAL INSURED BROADENED TO INCLUDE ADVISORY BOARD MEMBERS, FOREIGN EQUIVALENTS, BOARD OBSERVERS AND DE FACTO DIRECTORS G. Individual Insured.1. is deleted in its entirety and replaced with the following: 1. any individual who has been, now is or will become a director, officer, governor,trustee, Employee,volunteer, management committee member,risk manager,in-house counselor, board observer, de facto director,member of the Board of Managers of the Private Company, including foreign equivalents,or,solely with respect to Part3 (Fiduciary Liability Insurance), a director, officer, governor,trustee or Employee of any Benefit Plan and solely in regard to Parts 1 and 3, Individual Insured includes member of an Advisory Board; any past Employees,director. officer, governor,trustee, volunteer, management committee member,risk manager,in-house counsel, member of the Board of Managers of the Private Companyretained as a fiduciary or plan consultant to the Benefit Plan; provided that for the purpose of determining the Private Company's indemnification obligation to any such consultants, each consultant shall be deemed a director or officer of the Private Company. Accordingly,the Private Company shall be deemed to have granted indemnification to each consu@ant to the fullest extent permitted by statutory or common law to the same extent as any director or officer of the Private Company. F. MODIFICATION OF SPOUSAL EXTENSION G. Individual Insured 2, is deleted and replaced with the following: 2. the lawful spouse or Domestic Partner of a director,officer,governor,trustee, or equivalent executive of the Private Company,but only for actual or alleged Wrongful Acts of such person for which such spouse maybe liable as the spouse of such Page 8 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) person. Domestic Partner means any personwho qualifies as a domestic partner under the provisions of any federal. state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established bythe Private Company; G. AMENDED DEFINITION OF LOSS J. Loss is deleted in its entirety and replaced bythe following: J. Loss means: 1. Damages; 2. Defense Costs; However, Loss does not include: 1. fines or penalties imposed by law except a. solely with respectto Part 1 D irectors and Officers Liab ility,Loss shall include fines and penakies assessed against an Insured pursuant to 15 U.S.C.78dd- 2(g)(2)(B) (the Foreign Corrupt Practices Act),the UK Bribery Act or any similarlaw; provided that suchviolation is neitherintentional orwillfuland such fines and penalties are insurable under the law of jurisdiction in which such fines or penalties are assessed; and b. solely with respect to Part 3 (Fiduciary Liability Insurance) Loss includes: i. fines or penalties imposed under Section 502 (i) and (I) of ERISA; ii. civil money penalties imposed upon an Insured for such Insured's violation of the privacyprovisionsof the Health Insurance Portabilityand Accountability Act of 1996 ('HIPAA'), as amended; Hi. civil fines and penakies imposed upon an Insured for violations of the Pension Protection Act of 2006 ('PPA"); iv. civil fines and penakies imposed upon an Insured as a fiduciary under Section 502(c) of ERISA, as amended (including, any amendments pursuant to Section507 of Title V of the Pension Protection Act of 2006); v. civil fines and penalties imposed upon an Insured for violation of the Patient Protection and Affordable Care Act ('PPACA') and the Health and Education Reconciliation Act of 2010, as amended, and any rules or regulations promulgated thereunder; vi. with respect to covered judgments.the fifteen percent (15%) or less tax penalty imposed upon an Insured under Section 4975 of the Internal Revenue Code of 1986; vii. Provided that with regards to the above items i. through vi., the Underwriter's maximum aggregate limit of liabilityfor all such fines and penalties on account of all Claims first made during the Policy Period shall be $250,000,which amount is part of,and not in addition to.the Maximum Aggregate Limit of Liability set forth in Item 3(C) of the Declarations; solely with respect to the fines and penalties described in items i. throughvi,no Retention shall apply. 2. taxes; or 3. matters deemed uninsurable under the lawto which this Policy will be construed; or Page 9 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) person. Domestic Partner means any personwho qualifies as a domestic partner under the provisions of any federal. state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established bythe Private Company; G. AMENDED DEFINITION OF LOSS J. Loss is deleted in its entirety and replaced bythe following: J. Loss means: 1. Damages; 2. Defense Costs; However, Loss does not include: 1. fines or penalties imposed by law except a. solely with respectto Part 1 D irectors and Officers Liab ility,Loss shall include fines and penakies assessed against an Insured pursuant to 15 U.S.C.78dd- 2(g)(2)(B) (the Foreign Corrupt Practices Act),the UK Bribery Act or any similarlaw; provided that suchviolation is neitherintentional orwillfuland such fines and penalties are insurable under the law of jurisdiction in which such fines or penalties are assessed; and b. solely with respect to Part 3 (Fiduciary Liability Insurance) Loss includes: i. fines or penalties imposed under Section 502 (i) and (I) of ERISA; ii. civil money penalties imposed upon an Insured for such Insured's violation of the privacyprovisionsof the Health Insurance Portabilityand Accountability Act of 1996 ('HIPAA'), as amended; Hi. civil fines and penakies imposed upon an Insured for violations of the Pension Protection Act of 2006 ('PPA"); iv. civil fines and penakies imposed upon an Insured as a fiduciary under Section 502(c) of ERISA, as amended (including, any amendments pursuant to Section507 of Title V of the Pension Protection Act of 2006); v. civil fines and penalties imposed upon an Insured for violation of the Patient Protection and Affordable Care Act ('PPACA') and the Health and Education Reconciliation Act of 2010, as amended, and any rules or regulations promulgated thereunder; vi. with respect to covered judgments.the fifteen percent (15%) or less tax penalty imposed upon an Insured under Section 4975 of the Internal Revenue Code of 1986; vii. Provided that with regards to the above items i. through vi., the Underwriter's maximum aggregate limit of liabilityfor all such fines and penalties on account of all Claims first made during the Policy Period shall be $250,000,which amount is part of,and not in addition to.the Maximum Aggregate Limit of Liability set forth in Item 3(C) of the Declarations; solely with respect to the fines and penalties described in items i. throughvi,no Retention shall apply. 2. taxes; or 3. matters deemed uninsurable under the lawto which this Policy will be construed; or Page 9 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 4. any amounts other than Defense Costs,which an Insured is obligated to pay as a result of a Claim seeking relief orredressin anyform otherthan monetarydamages; or 5. any costs other than Defense Costs associated with any accommodation required pursuant to the American With Disabilities Act (removed Civil Rights Act of 1964) and the rules orregulationspromulgatedthereunder,amendmentsthereto,orsimilar provisions of any federal, state or local law or common law. H. AMENDED DEFINITION OF PRIVATE OFFERING N. Private Offering is deleted in its entirety and replaced with the following: Private Offering means securities offered or issued bythe Private Company which are exempt from registration withthe United States Securities and Exchange Commission pursuant to the Securities Act of 1933. I. AMENDED DEFINITION OF SUBSIDIARY Q. Subsidiary is deleted in its entirety and replaced with the following: Subsidiary means: 1. any entity while the Named Corporation, directly or indirectlythrough one or more Subsidiaries: a. Owns or controls more than fifty percent(50%)ofthe outstanding securitiesorvoting rights representing the present right; or b. Has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the Private Company,to elect, appoint or exercise a majority control over such entity's directors,trustees,manager.or member of the Board of Managers. or the functional or foreign equivalent positions of such entity; or 2. any entity while the Named Corporation, directly or indirectlythrough one or more Subsidiaries: a. Owns or controls exactlyfifty percent (50%) of the outstanding securities or voting rights representing the present right to elect, appoint, or exercise a majority control over such entity's directors,trustees, manager,member of the Board of Managers, or the functional or foreign equivalent positions of such entity; and b. Has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the Private Company to solely control the management and operation of such entity; or 3. any foundation or charitable trust while such entity is controlled by the Named Corporation. An entity ceasesto be a Subsidiary when it no longer meetsthe definition of Subsidiary specified in 1,2 or 3 above. Coverage for Claims made against any Subsidiary or the Individual Insureds of any Subsidiary shall only applyto Wrongful Acts of such Subsidiary or the Individual Insureds of such Subsidiary occurring after the effective time that such Subsidiary became a Subsidiary. If before or during the Policy Period an entity ceases to be a Subsidiary,then coverage for such Subsidiary shall remain in force, but onlyfor Claims made during the Policy Period for Wrongful Acts occurring prior to the time that such Subsidiary ceased to be a Subsidiary. Page 10 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 4. any amounts other than Defense Costs,which an Insured is obligated to pay as a result of a Claim seeking relief orredressin anyform otherthan monetarydamages; or 5. any costs other than Defense Costs associated with any accommodation required pursuant to the American With Disabilities Act (removed Civil Rights Act of 1964) and the rules orregulationspromulgatedthereunder,amendmentsthereto,orsimilar provisions of any federal, state or local law or common law. H. AMENDED DEFINITION OF PRIVATE OFFERING N. Private Offering is deleted in its entirety and replaced with the following: Private Offering means securities offered or issued bythe Private Company which are exempt from registration withthe United States Securities and Exchange Commission pursuant to the Securities Act of 1933. I. AMENDED DEFINITION OF SUBSIDIARY Q. Subsidiary is deleted in its entirety and replaced with the following: Subsidiary means: 1. any entity while the Named Corporation, directly or indirectlythrough one or more Subsidiaries: a. Owns or controls more than fifty percent(50%)ofthe outstanding securitiesorvoting rights representing the present right; or b. Has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the Private Company,to elect, appoint or exercise a majority control over such entity's directors,trustees,manager.or member of the Board of Managers. or the functional or foreign equivalent positions of such entity; or 2. any entity while the Named Corporation, directly or indirectlythrough one or more Subsidiaries: a. Owns or controls exactlyfifty percent (50%) of the outstanding securities or voting rights representing the present right to elect, appoint, or exercise a majority control over such entity's directors,trustees, manager,member of the Board of Managers, or the functional or foreign equivalent positions of such entity; and b. Has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the Private Company to solely control the management and operation of such entity; or 3. any foundation or charitable trust while such entity is controlled by the Named Corporation. An entity ceasesto be a Subsidiary when it no longer meetsthe definition of Subsidiary specified in 1,2 or 3 above. Coverage for Claims made against any Subsidiary or the Individual Insureds of any Subsidiary shall only applyto Wrongful Acts of such Subsidiary or the Individual Insureds of such Subsidiary occurring after the effective time that such Subsidiary became a Subsidiary. If before or during the Policy Period an entity ceases to be a Subsidiary,then coverage for such Subsidiary shall remain in force, but onlyfor Claims made during the Policy Period for Wrongful Acts occurring prior to the time that such Subsidiary ceased to be a Subsidiary. Page 10 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (03/23) 5. AMENDMENT TO PART 5-COMMON POLICY EXCLUSIONS EXCLUSION A. is deleted in its entirety and replaced with the following: A. arising out of,based upon or attributable to such Insured gaining any personal profit, remuneration or advantage to which they were not legally entitled; however,this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such actor omission; EXCLUSION B. is deleted in its entirety and replaced with the following: B. arising out of,based upon or attributable to any deliberate dishonest or fraudulent actor omission or any criminal actor omission by such Insured; however,this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such actor omission; EXCLUSION C. is amended to include the following: This exclusion shall not applyto any Claim brought under INSURING AGREEMENTA. INDIVIDUAL LIABILITY COVERAGE or to any Securityholder Claim. EXCLUSION D. is deleted in its entirety. EXCLUSION F. is deleted in its entirety and replaced by the following: F. arising out of, based upon or attributable to: 1. any litigation or written demand against an Insured pending on or before the respective Prior and Pending Date set forth in Item 5 of the Declarations Page,or the same fads as alleged in such prior litigation; or 2. any Wrongful Act,f act,circumstance o r situationwhich has been the subject of any written notice given and accepted under any other Directors and Officers Liability Policy, Employment Practices Liability Policy or Fiduciary Liability Policy in which this Policy is a renewal or replacement. EXCLUSION G. is deleted in its entirety. EXCLUSION H. is deleted in its entirety. EXCLUSION I.is amended to include the following: Solely for claims brought under Part 1 , Directors and Officers Liability,this exclusion shall not apply to any Securityholder Claim; or to defense costsfor incurred by an Individual Insuredfor violation of the United Kingdom Corporate Manslaughter and Corporate Homicide Act of 2007. EXCLUSION J. is deleted in its entirety and replaced by the following: J. brought or maintained by or on behalf of,or in the right of,the Private Company Page 11 of 16 PI-PRD-126 (03/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (03/23) 5. AMENDMENT TO PART 5-COMMON POLICY EXCLUSIONS EXCLUSION A. is deleted in its entirety and replaced with the following: A. arising out of,based upon or attributable to such Insured gaining any personal profit, remuneration or advantage to which they were not legally entitled; however,this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such actor omission; EXCLUSION B. is deleted in its entirety and replaced with the following: B. arising out of,based upon or attributable to any deliberate dishonest or fraudulent actor omission or any criminal actor omission by such Insured; however,this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such actor omission; EXCLUSION C. is amended to include the following: This exclusion shall not applyto any Claim brought under INSURING AGREEMENTA. INDIVIDUAL LIABILITY COVERAGE or to any Securityholder Claim. EXCLUSION D. is deleted in its entirety. EXCLUSION F. is deleted in its entirety and replaced by the following: F. arising out of, based upon or attributable to: 1. any litigation or written demand against an Insured pending on or before the respective Prior and Pending Date set forth in Item 5 of the Declarations Page,or the same fads as alleged in such prior litigation; or 2. any Wrongful Act,f act,circumstance o r situationwhich has been the subject of any written notice given and accepted under any other Directors and Officers Liability Policy, Employment Practices Liability Policy or Fiduciary Liability Policy in which this Policy is a renewal or replacement. EXCLUSION G. is deleted in its entirety. EXCLUSION H. is deleted in its entirety. EXCLUSION I.is amended to include the following: Solely for claims brought under Part 1 , Directors and Officers Liability,this exclusion shall not apply to any Securityholder Claim; or to defense costsfor incurred by an Individual Insuredfor violation of the United Kingdom Corporate Manslaughter and Corporate Homicide Act of 2007. EXCLUSION J. is deleted in its entirety and replaced by the following: J. brought or maintained by or on behalf of,or in the right of,the Private Company Page 11 of 16 PI-PRD-126 (03/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08f23) except a derivative action Claim by any person who is not a past or present director, officer, governor,trustee,equivalent executive,management committee member, or member of the Board of Managers of the Private Company and who brings or maintainsthe Claim without the solicitation, assistance or participation of such persons; provided, however that this exclusion shall not applyto a Claim brought or maintained by or on behalf of a bankruptcy or insolvency receiver, trustee, examiner, conservator, liquidator or rehabilitator, creditor committee, foreign jurisdiction, debtor-in-possession for the Private Company, or any assignee of such receiver,trustee,examiner, conservator, liquidator or rehabilitator; EXCLUSION K is deleted in its entirety and replaced bythe following: K. brought or maintained by any Individual Insured except: 1. any Claim in the form of a cross claim,third party claim or other claim for contribution or indemnity by an Individual Insured which is part of or results directlyfrom a Claim which is not otherwise excluded bythis Policy; 2. a Claim for an Employment Practice Act or a Fiduciary Liability Act; 3. a Claim for a D&O Wrongful Act brought or maintained by an E mployee(s)who is not a past or present director, officer, governor, trustee, equivalent executive, management committee member,or member of the Board of Managers of the Private Company if such Claim for a D&O Wrongful Act is brought and maintained by such Employee without the assistance, participation or solicitation of any such persons. Exclusion K. will not applyto any Claim: 1. in which the party bringing the Claim has not served as a director,trustee,manager, Officer or equivalent executive of the Private Company within one (1) year immediately preceding the date the Claim is first made; 2. in which the party bringing the Claim has not brought the Claire in concert or cooperation with, at the suggestion of, or with the participation,active assistance,or intervention of any other Insured not described in line 1 above; or 3. based upon, arising from, or attributable to any Public Offering; 4. brought by a whistleblower pursuant to any federal,state,local or foreign law against an Individual Insured. EXCLUSION N. is deleted in its entirety and replaced bythe following: N. arising out of,based upon or attributable to a Public Offering or any violation of the Securities and Exchange Act of 1933,Securities and Exchange Act of 1934,Inv estmentAct of 1940, any state"Blue Sky"securities law,or any other federal, state or local securities law or any amendmentsthereto or any rules or regulations promulgated thereunder or any other provision of statutory or common law used to impose liability in connection with the offer to sell or purchase, or the actual sale or purchase of securities; provided,however that this exclusion shall not apply: 1 . to any Private Offering, subject to terms and conditions of Part6, Section XVII; 2. to any Claim made by any securityholder of the Private Companyforthe failure of the Insured to undertake or complete a Public Offering. Page 12 of 16 PI-PRD-126 (08f23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08f23) except a derivative action Claim by any person who is not a past or present director, officer, governor,trustee,equivalent executive,management committee member, or member of the Board of Managers of the Private Company and who brings or maintainsthe Claim without the solicitation, assistance or participation of such persons; provided, however that this exclusion shall not applyto a Claim brought or maintained by or on behalf of a bankruptcy or insolvency receiver, trustee, examiner, conservator, liquidator or rehabilitator, creditor committee, foreign jurisdiction, debtor-in-possession for the Private Company, or any assignee of such receiver,trustee,examiner, conservator, liquidator or rehabilitator; EXCLUSION K is deleted in its entirety and replaced bythe following: K. brought or maintained by any Individual Insured except: 1. any Claim in the form of a cross claim,third party claim or other claim for contribution or indemnity by an Individual Insured which is part of or results directlyfrom a Claim which is not otherwise excluded bythis Policy; 2. a Claim for an Employment Practice Act or a Fiduciary Liability Act; 3. a Claim for a D&O Wrongful Act brought or maintained by an E mployee(s)who is not a past or present director, officer, governor, trustee, equivalent executive, management committee member,or member of the Board of Managers of the Private Company if such Claim for a D&O Wrongful Act is brought and maintained by such Employee without the assistance, participation or solicitation of any such persons. Exclusion K. will not applyto any Claim: 1. in which the party bringing the Claim has not served as a director,trustee,manager, Officer or equivalent executive of the Private Company within one (1) year immediately preceding the date the Claim is first made; 2. in which the party bringing the Claim has not brought the Claire in concert or cooperation with, at the suggestion of, or with the participation,active assistance,or intervention of any other Insured not described in line 1 above; or 3. based upon, arising from, or attributable to any Public Offering; 4. brought by a whistleblower pursuant to any federal,state,local or foreign law against an Individual Insured. EXCLUSION N. is deleted in its entirety and replaced bythe following: N. arising out of,based upon or attributable to a Public Offering or any violation of the Securities and Exchange Act of 1933,Securities and Exchange Act of 1934,Inv estmentAct of 1940, any state"Blue Sky"securities law,or any other federal, state or local securities law or any amendmentsthereto or any rules or regulations promulgated thereunder or any other provision of statutory or common law used to impose liability in connection with the offer to sell or purchase, or the actual sale or purchase of securities; provided,however that this exclusion shall not apply: 1 . to any Private Offering, subject to terms and conditions of Part6, Section XVII; 2. to any Claim made by any securityholder of the Private Companyforthe failure of the Insured to undertake or complete a Public Offering. Page 12 of 16 PI-PRD-126 (08f23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 3. to any Claim arising out of the Insured's preparationsto commence a Public Offering, including any Claim for Loss alleging a Wrongful Act occurring during any presentation to potential investors (a"road show'),if such Public Offering does not occur. 6. AMENDMENTS TO PART 6-COMMON POLICY CONDTIONS A. SECTION III. DEFENSE AND SETTLEMENT, G. are deleted in its entirety and replaced by the following: G. If with respect to any Claim the Insured refusesto consent to the first settlement acceptable to the claimant which the Underwriter recommendsto the Insured in writing, and electsto further contest the Claim,then the Underwriter's liability for such Claim shall not exceed the amount for which the Claim could have been settled, including Defense Costs incurred, up to the date of such refusal,plus ninety (90%] of covered Loss in excess of such first settlement amount,it being a condition of this insurance that the remaining ten percent(10%] of such Loss excess of the first settlement amount shall be borne by the Insured at their own risk and be uninsured. Notwithstanding the foregoing,this paragraph shall not apply until the settlement amount exceedsthe Retention amount stated in Item 4. of the Declarations Page. In addition,if the Underwriter recommends a first settlement of a Claimwithin the Policy's applicable Limit of Liability that is acceptable to the claimant,and the Insured consents to such settlernent,then the Insured's applicable Retentionfor such Claim shall be retroactively reduced by the lesser of fifty percent(50%) or$25,0W. It shall be a condition to such reduction that the Insured must consent to the first settlement amount within thirty (30) days after the date the Underwriter recommends to the Insured such first settlement amount, or in the case of a first settlement amount which arisesfrom a first settlement offer by the claimant,then within the time permitted by the claimant to accept such first settlement offer,but in all events no later than thirty(30) days after the Underwriter recommends to the Insured such first settlement offer. If the Insured does not consent to the first settlement within the time prescribed above,the applicable Retention amount shall remain the respective amount set forth in Item 4. of the Declarations Page,even if consent is given to a subsequent settlement. B. REPORTING ENHANCEMENTS SECTION IV.NOTICE/CLAIM REPORTING PROVISIONS, paragraphs A. and B. are deleted and replaced by the following: A. In the event that a Claim is made against the Insured, the Insured shall, as a condition precedent to the obligations of the Underwriter under this Policy, give written notice to the Underwriter as soon as practicable after any of the directors,officers, governors.trustees, management committee members, or members of the Board of Membersfirst become aware of such Claim, but, not later than 90 days after the expiration date of this Policy,Extension Period, or Run-Off Policy, if applicable. B. If during this Policy Period the CEO,Chairperson of the Board, CFO,or General Counsel first becomes aware of any circumstances which may subsequentlygive riseto a Claimbeing made against any Insured fora specificalleged WrongfulAct,and as soon as practicable thereafter, but before the expiration or cancellation of this Policy, giveswritten notice to the Underwriter of the circumstances and the reasonsfor anticipating such a Claim,with full particulars as to the Wrongful Act, dates and persons involved,then any Claim which is subsequently made against the Insured arising out of such Wrongful Act will be considered made during this Policy Period. Page 13 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) 3. to any Claim arising out of the Insured's preparationsto commence a Public Offering, including any Claim for Loss alleging a Wrongful Act occurring during any presentation to potential investors (a"road show'),if such Public Offering does not occur. 6. AMENDMENTS TO PART 6-COMMON POLICY CONDTIONS A. SECTION III. DEFENSE AND SETTLEMENT, G. are deleted in its entirety and replaced by the following: G. If with respect to any Claim the Insured refusesto consent to the first settlement acceptable to the claimant which the Underwriter recommendsto the Insured in writing, and electsto further contest the Claim,then the Underwriter's liability for such Claim shall not exceed the amount for which the Claim could have been settled, including Defense Costs incurred, up to the date of such refusal,plus ninety (90%] of covered Loss in excess of such first settlement amount,it being a condition of this insurance that the remaining ten percent(10%] of such Loss excess of the first settlement amount shall be borne by the Insured at their own risk and be uninsured. Notwithstanding the foregoing,this paragraph shall not apply until the settlement amount exceedsthe Retention amount stated in Item 4. of the Declarations Page. In addition,if the Underwriter recommends a first settlement of a Claimwithin the Policy's applicable Limit of Liability that is acceptable to the claimant,and the Insured consents to such settlernent,then the Insured's applicable Retentionfor such Claim shall be retroactively reduced by the lesser of fifty percent(50%) or$25,0W. It shall be a condition to such reduction that the Insured must consent to the first settlement amount within thirty (30) days after the date the Underwriter recommends to the Insured such first settlement amount, or in the case of a first settlement amount which arisesfrom a first settlement offer by the claimant,then within the time permitted by the claimant to accept such first settlement offer,but in all events no later than thirty(30) days after the Underwriter recommends to the Insured such first settlement offer. If the Insured does not consent to the first settlement within the time prescribed above,the applicable Retention amount shall remain the respective amount set forth in Item 4. of the Declarations Page,even if consent is given to a subsequent settlement. B. REPORTING ENHANCEMENTS SECTION IV.NOTICE/CLAIM REPORTING PROVISIONS, paragraphs A. and B. are deleted and replaced by the following: A. In the event that a Claim is made against the Insured, the Insured shall, as a condition precedent to the obligations of the Underwriter under this Policy, give written notice to the Underwriter as soon as practicable after any of the directors,officers, governors.trustees, management committee members, or members of the Board of Membersfirst become aware of such Claim, but, not later than 90 days after the expiration date of this Policy,Extension Period, or Run-Off Policy, if applicable. B. If during this Policy Period the CEO,Chairperson of the Board, CFO,or General Counsel first becomes aware of any circumstances which may subsequentlygive riseto a Claimbeing made against any Insured fora specificalleged WrongfulAct,and as soon as practicable thereafter, but before the expiration or cancellation of this Policy, giveswritten notice to the Underwriter of the circumstances and the reasonsfor anticipating such a Claim,with full particulars as to the Wrongful Act, dates and persons involved,then any Claim which is subsequently made against the Insured arising out of such Wrongful Act will be considered made during this Policy Period. Page 13 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) With respect to ParagraphsA. and B. above,the following coverage extension shall apply: In the event that the insured incurs any Pre-Claim Expenses prior to reporting of a Claim pursuant to A. above or circumstance pursuant to B. above,such Pre-Claim Expenses shall qualify as Loss, but solely for the purpose of exhaustion of the applicable Retention,in an aggregate amount not to exceed the lesser of: 1) $25,000; or 2) 50% of the applicable Retention. Once the specified limit or applicable retention limit stated above has been exhausted,any Pre-Claim Expenses shall no longer qualify as covered Loss. Coverage provided herein shall not be deemed to waive the Underwriter's rights hereunder or limit the Insured's right to receive coverage for Loss incurred following the reporting pursuant to A or B. above. For the purposes of this endorsement, Pre-Claim Expenses shall mean reasonable costs, charges,fees (including attorneys'fees and experts'fees) and expenses(other than regular or overtime wages,salaries,fees or benefits of Individual Insureds) incurred in investigating, defending, opposing or appealing any Claim pursuant to A. above, or any notice of circumstance pursuant to B. above, but only if a Claim subsequently arises from such circumstance. C. REPRESENTATIONS AND SEVERABILITY ENHANCEMENTS SECTION VI.RE PRE SE NTATIONS AND SEVERABILI1Y, is deleted in its entirety and replaced by the following: A. In granting coverage to the Insureds under this Policy,the Underwriter has relied upon the declarations and statements in the written Application(s)for this Policy. Such declarations and statements are the basis of the coverage under this Policy and shall be considered as incorporated in and constituting part of this Policy. B. Any written Application(s) shall be construed as a separate Application(s)for coverage by each Insured. With respect to the declarations and statements in such Application(s): (1) no fact pertaining to or knowledge possessed by any Individual Insured shall be imputed to any other Individual Insuredforthe purpose of determining if coverage is available; and (2) only fads pertaining to and knowledge possessed by the Chief Financial Officer, General Counsel, Chief Executive Officer,or Chairperson of the Board shall be imputed to the Private Companyforthe purpose of determining if coverage is available. Additionally,the following Paragraph C. is added: C. In determining whether any of the exclusions in: I. Part I Section III,Exclusions; and II. Part2 Section III, Exclusions; and III. Part3, Section III Exclusions,and IV. Parts, Common Policy Exclusions, Page 14 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) With respect to ParagraphsA. and B. above,the following coverage extension shall apply: In the event that the insured incurs any Pre-Claim Expenses prior to reporting of a Claim pursuant to A. above or circumstance pursuant to B. above,such Pre-Claim Expenses shall qualify as Loss, but solely for the purpose of exhaustion of the applicable Retention,in an aggregate amount not to exceed the lesser of: 1) $25,000; or 2) 50% of the applicable Retention. Once the specified limit or applicable retention limit stated above has been exhausted,any Pre-Claim Expenses shall no longer qualify as covered Loss. Coverage provided herein shall not be deemed to waive the Underwriter's rights hereunder or limit the Insured's right to receive coverage for Loss incurred following the reporting pursuant to A or B. above. For the purposes of this endorsement, Pre-Claim Expenses shall mean reasonable costs, charges,fees (including attorneys'fees and experts'fees) and expenses(other than regular or overtime wages,salaries,fees or benefits of Individual Insureds) incurred in investigating, defending, opposing or appealing any Claim pursuant to A. above, or any notice of circumstance pursuant to B. above, but only if a Claim subsequently arises from such circumstance. C. REPRESENTATIONS AND SEVERABILITY ENHANCEMENTS SECTION VI.RE PRE SE NTATIONS AND SEVERABILI1Y, is deleted in its entirety and replaced by the following: A. In granting coverage to the Insureds under this Policy,the Underwriter has relied upon the declarations and statements in the written Application(s)for this Policy. Such declarations and statements are the basis of the coverage under this Policy and shall be considered as incorporated in and constituting part of this Policy. B. Any written Application(s) shall be construed as a separate Application(s)for coverage by each Insured. With respect to the declarations and statements in such Application(s): (1) no fact pertaining to or knowledge possessed by any Individual Insured shall be imputed to any other Individual Insuredforthe purpose of determining if coverage is available; and (2) only fads pertaining to and knowledge possessed by the Chief Financial Officer, General Counsel, Chief Executive Officer,or Chairperson of the Board shall be imputed to the Private Companyforthe purpose of determining if coverage is available. Additionally,the following Paragraph C. is added: C. In determining whether any of the exclusions in: I. Part I Section III,Exclusions; and II. Part2 Section III, Exclusions; and III. Part3, Section III Exclusions,and IV. Parts, Common Policy Exclusions, Page 14 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08I23) apply,it is agreed that the Wrongful Act of any Individual Insured shall not be imputed to any other Individual Insured. D. AMENDED SUBROGATION PROVISION Part6, COMMON POLICY CONDITIONS.Section VII. SUBROGATION is amended to add the following: However,the Underwriter shall not exercise its rights of subrogation against an Individual Insured under this Policy unless a final and non-appealable judgment or adjudication in the underlying action establishes that an Individual Insured has: (1) gained any personal profit,remuneration or advantage to which they were not legally entitled; or (2) committed any deliberate dishonest or fraudulent actor omission or any criminal actor omission. E. OTHER INSURANCE ENHANCEMENT SECTION XII. OTHER INSURANCE,is deleted in its entirety and replaced bythe following: If the Insured has any other insurance for Claims covered under Part 1 Directors &Officers and Part3 Fiduciary Liability,the insurance provided bythis Policy shall be excess over such other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. In event of a Claim againstthe Insured arising out of serving in his/her capacity as a director, officer, governor or trustee of an Outside Entity, coverage as is afforded by this policy shall be specifically excess of indemnification provided by such Outside Entity and any insurance provided to such Outside Entity. With respectto coverage afforded under Part2 Employment Practices Liability, Claims arising out of an Employment Practices Act shall be primary. However,in the event of a Claim against the Insured arising out of an Employment Practices Act against or committed by a leased Employee,temporary employee,Independent Contractor,or Third Party, coverage as is afforded by this policy shall be specifically excess of other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. F. MODIFIED CHANGE IN OWNERSHIP OR CONTROL SECTION XV.CHANGE IN OWNERSHIP OR CONTROL,is deleted in its entirety and replaced by the following: If after the inception of the Policy Period a Transaction occursthen this Policy will remain in force,but only for Claims made during the Policy Period for Wrongful Acts committed prior to the effective date of the Transaction and the premium will immediately be considered fully earned. However, in the case of a Public Offering,the Insured will provide written notice of the Public Offering to the Underwriter no later than 30 days prior to the filing of any registration statement with the United States Securities and Exchange Commission. The Insured will have the right,within 45 days after the Transaction (or such date the Underwriter may agree by endorsement),to request an offer from the Underwriter fora Run-Off Page 15 of 16 PI-PRD-126 (08f23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08I23) apply,it is agreed that the Wrongful Act of any Individual Insured shall not be imputed to any other Individual Insured. D. AMENDED SUBROGATION PROVISION Part6, COMMON POLICY CONDITIONS.Section VII. SUBROGATION is amended to add the following: However,the Underwriter shall not exercise its rights of subrogation against an Individual Insured under this Policy unless a final and non-appealable judgment or adjudication in the underlying action establishes that an Individual Insured has: (1) gained any personal profit,remuneration or advantage to which they were not legally entitled; or (2) committed any deliberate dishonest or fraudulent actor omission or any criminal actor omission. E. OTHER INSURANCE ENHANCEMENT SECTION XII. OTHER INSURANCE,is deleted in its entirety and replaced bythe following: If the Insured has any other insurance for Claims covered under Part 1 Directors &Officers and Part3 Fiduciary Liability,the insurance provided bythis Policy shall be excess over such other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. In event of a Claim againstthe Insured arising out of serving in his/her capacity as a director, officer, governor or trustee of an Outside Entity, coverage as is afforded by this policy shall be specifically excess of indemnification provided by such Outside Entity and any insurance provided to such Outside Entity. With respectto coverage afforded under Part2 Employment Practices Liability, Claims arising out of an Employment Practices Act shall be primary. However,in the event of a Claim against the Insured arising out of an Employment Practices Act against or committed by a leased Employee,temporary employee,Independent Contractor,or Third Party, coverage as is afforded by this policy shall be specifically excess of other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. F. MODIFIED CHANGE IN OWNERSHIP OR CONTROL SECTION XV.CHANGE IN OWNERSHIP OR CONTROL,is deleted in its entirety and replaced by the following: If after the inception of the Policy Period a Transaction occursthen this Policy will remain in force,but only for Claims made during the Policy Period for Wrongful Acts committed prior to the effective date of the Transaction and the premium will immediately be considered fully earned. However, in the case of a Public Offering,the Insured will provide written notice of the Public Offering to the Underwriter no later than 30 days prior to the filing of any registration statement with the United States Securities and Exchange Commission. The Insured will have the right,within 45 days after the Transaction (or such date the Underwriter may agree by endorsement),to request an offer from the Underwriter fora Run-Off Page 15 of 16 PI-PRD-126 (08f23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) Policyfor a term up to 6 years. If elected,such Run-Off Policy will be conditioned upon payment during the Policy Period of any additional premium,which will be fully earned at inception, and will be subject to any additional terms and conditions required bythe Underwriter. G. 100% ALLOCATION OF DEFENSE COSTS UPON TENDER OF DEFENSE Part6, COMMON POLICY CONDITIONS,Section XIX.ALLOCATION is deleted in its entirety and replaced with the following: In the event that the Insured tendersthe defense of a Claim to the Underwriter and both Loss covered bythis Policy and Loss not covered bythis Policy are incurred because a Claim includes both covered and uncovered matters: (1) Defense Costs: one hundred percent(100%) of reasonable Defense Costs incurred by such Insured from such Claim will be considered covered Loss; and (2) Loss other than Defense Costs: all remaining Loss incurred by such Insured from such Claim will be allocated between covered Loss and uncovered Loss based upon the relative legal exposures of the partiesto such matters. This provision shall not applyto any Claire for violation of the Fair Labor Standards Act(FLSP) or any similar federal, state, local or foreign statutory law or common law or regulation governing or related to wage and hour practices.including but not limited to, (i) any unfair business practices alleged because of the failure or inability of any Insured(s)to reimburse Employee(s)for any business or personal expenses, or pay Earned Wages,or(ii) seeking Earned Wages because any Employee(s) statuswas misclassified or mislabeled,or(iii) any dispute involving the distribution or pooling of tip monies. Earned Wages means wage compensation or overtime payfor services rendered. H. STATE AMENDATORY INCONSITENCY PROVISION Part 6, Common Policy Conditions, is amended to include: XX. It is understood and agreedthatinthe event there is an inconsistencybetween a state amendatory endorsement attached to this Policy and any term or condition of this Policy or any other Endorsement attached to this Policy, then, where permitted by law, the Underwriter shall apply those terms and conditions of the state amendatory endorsement, the Policy or any other Endorsement attached to this Policy which are more favorable to the Insured. Page 16 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp PI-PRD-126 (08/23) Policyfor a term up to 6 years. If elected,such Run-Off Policy will be conditioned upon payment during the Policy Period of any additional premium,which will be fully earned at inception, and will be subject to any additional terms and conditions required bythe Underwriter. G. 100% ALLOCATION OF DEFENSE COSTS UPON TENDER OF DEFENSE Part6, COMMON POLICY CONDITIONS,Section XIX.ALLOCATION is deleted in its entirety and replaced with the following: In the event that the Insured tendersthe defense of a Claim to the Underwriter and both Loss covered bythis Policy and Loss not covered bythis Policy are incurred because a Claim includes both covered and uncovered matters: (1) Defense Costs: one hundred percent(100%) of reasonable Defense Costs incurred by such Insured from such Claim will be considered covered Loss; and (2) Loss other than Defense Costs: all remaining Loss incurred by such Insured from such Claim will be allocated between covered Loss and uncovered Loss based upon the relative legal exposures of the partiesto such matters. This provision shall not applyto any Claire for violation of the Fair Labor Standards Act(FLSP) or any similar federal, state, local or foreign statutory law or common law or regulation governing or related to wage and hour practices.including but not limited to, (i) any unfair business practices alleged because of the failure or inability of any Insured(s)to reimburse Employee(s)for any business or personal expenses, or pay Earned Wages,or(ii) seeking Earned Wages because any Employee(s) statuswas misclassified or mislabeled,or(iii) any dispute involving the distribution or pooling of tip monies. Earned Wages means wage compensation or overtime payfor services rendered. H. STATE AMENDATORY INCONSITENCY PROVISION Part 6, Common Policy Conditions, is amended to include: XX. It is understood and agreedthatinthe event there is an inconsistencybetween a state amendatory endorsement attached to this Policy and any term or condition of this Policy or any other Endorsement attached to this Policy, then, where permitted by law, the Underwriter shall apply those terms and conditions of the state amendatory endorsement, the Policy or any other Endorsement attached to this Policy which are more favorable to the Insured. Page 16 of 16 PI-PRD-126 (08/23) ©2023 Philadelphia Consolidated Holding Corp Ki t s a p Sun PO Box 52173,Phoenix,AZ.85072-2173 PART OF THE USA TODAY NETWORK PROOF OF PUBLICATION CITY OF BREMERTON CITY CLERK Angela Hoover REQUEST F O R City Of Bremerton PROPOSALS F O R 345 6 Th Street Suite 100 PROFESSIONAL D E I Bremerton WA 98337 LEADERSHIP POSITION RECRUITMENT STATE OF WISCONSIN, COUNTY OF BROWN. SERVICES Proposals marked "Request I, being first duly sworn on oath, deposes and says: That I am now, for Proposal for Professional and at all times embraced in the publication herein mentioned was DE I Leadership Recruitment the principal clerk of the printers and publishers of KITSAP SUN; Services" must be received that said newspaper has been approved as a legal newspaper by by the order of the Superior Court of the County of Kitsap, in which 1 PM PST on May 6th, 2024: County it is published and is now and has been for more than 6 months prior to the date of the publication hereinafter referred to, Melinda Monroe, Contracts published in the English language continually as a daily newspaper Administrator in Bremerton, Kitsap County, Washington, a weekly newspaper in City of Bremerton Kitsap County, Washington and is now and during all of the said 345 6th Street, Suite 100 time,was printed in an office maintained in the aforesaid place of Bremerton, WA 98337 publication of said newspaper;that the following is a true text of an advertisement as it was published in regular issues(and not in Any proposa Is received after supplement form)of said newspaper on the following date(s),to the scheduled closing time wit:And on for receipt will be rejected. The point of contact for this 04/08/2024 Request is Melinda Monroe such newspaper was regularly distributed to its subscribers during at all of said period. Melinda.monroe@ci.bremert Subscribed and sworn to before on 04/08/2024 on.wa.us or (360) 473-5306. The full text of the RFP is posted on the City website at Legal Clerk http://www.bremertonwa.gov fe /Bids.aspx and hard copies 4 C can be obtained from the Notary,State of WI, County ofBroyn City of Bremerton, Contract Administrator's Office. My commission expires April 8, 2024, 10045172 Publication Cost: $11.52 Order No: 10045172 #of Copies: Customer No: 288797 1 PO#: THIS IS NOT AN INVOICE! Please do not use this.form for payment remittance. DENISE ROBERTS Notary Public State of Wisconsin Page 1 of 1