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Go Green Now, Inc.
AGREEMENT THIS AGREEMENT is made and entered into on the day of February 13, 2024 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Go Green Now, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Provide Land Use/Planning Services to update the Town of Los Altos Hills Master Path Plan (MPP) to include a new pathway segment from Maple Leaf Court to Middle Fork Lane (EXHIBIT A). 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: EXHIBIT A — Proposal from contractor dated December 1, 2023. 3. TERMS. The services and/or materials furnished under this Agreement shall commence February 13, 2024 and shall be completed by August 1, 2024, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed ten thousand dollars and zero cents ($10,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, Town of Los Altos Hills Page 1 of 4 Short form Updated 4/26/22 claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. Town of Los Altos Hills Page 2 of 4 Short form Updated 4/26/22 d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Utility Engineering Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any Town of Los Altos Hills Page 3 of 4 Short form Updated 4/26/22 meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Astha Khanal, EIT Assistant Engineer Town of Los Altos Hills By: 3 �� 26379 Fremont Road Signa urdDate Los Altos Hills, CA 94022 Print name, Title Town of Los Altos Hills Short forth Updated 4128122 TOWN TOS HILLS: By: r Peter Pirn ja,, City Manager to Page 4 of 4 Proposal for Update of Master Path Plan for the Town of Los Altos December 1, 2023 Steve Padovan Go Green Now, Inc. 3898 Holland Drive Santa Rosa, CA 95404 1 This proposal is to provide Land Use/Planning Services to update the Town of Los Altos Hills Master Path Plan (MPP) to include a new pathway segment from Maple Leaf Court to Middle Fork Lane. 1. Review existing recorded maps and easements encompassing the proposed pathway segment. 2. Conduct a Site Visit to physically walk the proposed pathway with a member or members of the Pathways Committee and take site photos. Town staff shall contact affected property owners along the proposed pathway to obtain permission to access. 3. Obtain electronic copies of previous staff reports, resolutions, etc. regarding previous MPP updates and minutes of previous City Council meetings related to the pathway connections in the same area. 4. Attend staff meetings and respond to email and phone calls. Staff meetings shall be conducted through Zoom or Microsoft Teams. 5. Prepare staff reports and Resolutions for the Planning Commission and City Council as needed. 6. Prepare Powerpoint presentations for the Planning Commission and City Council Meetings 7. Attend Planning Commission and City Council Meetings using Zoom. I currently have several previous commitments in February and March which may result in scheduling conflicts with specific Town meeting dates which can be resolved once a timeline for the MPP update is established. 8. All graphics for the MPP update shall be provided by Town staff. Time Period and Value of Contract The starting date for services shall be January 1, 2024 and shall not exceed 6 months. The cost for services shall not exceed $10,000.00. Hourly rate: $150.00 per hour Invoices will be prepared monthly with a breakdown of expenses shown on a spreadsheet based on a minimum 15 -minute time period. u ��Av HISCOX encourage courage® Hiscox Insurance Company Inc. Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 844-357-0840 (Mon -Fri, 7am-10pm ET). Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy: Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. - Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Please inform us immediately if you have a claim or loss to report. Please have your policy numberavailable, which can be found on the declarations page, so we can handle your call quickly. Contact us via the methods below or file a claim using our online form at https://www.hiscox.com/manage-your-policy/claims-center. Email: reportaclaim@hiscox.com Phone: 866-424-8508 Mail: Hiscox Claims Center' 5 Concourse Parkway Suite 2150 Atlanta, GA 30328 f5fev HISCOX fiiflf . v I . .1 -Declarations Page 440 H I SCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage- 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 Professional Liability Errors & Omissions Insurance Declarations This Is a "Claims Made and Reported" Policy in which Claim Expenses are included within the Limit of Liability unless otherwise noted. Those words (other than the words in the captions) which are printed in Boldface are defined in the Policy. Declaration Effective Date: Policy No.: Renewal of: 1. Named Insured: 2. Address: Email Address: 3.A. Limit of Liability: 3.B. 4. Deductible: 5. Notice: 6. Policy period: 7. Retroactive Date: 8. Premium: 9. Attachments: February 1, 2024 P 101.449.658.2 P101.449.658.1 Go Green Now, Inc. 3898 Holland Drive Santa Rosa, CA 95404 stevepadovan@yahoo.com $1,000,000 Each Claim $1,000,000 Aggregate for all Claims $500 Each Claim Phone: 866-424-8508 Email: reportaclaim@hiscox.com Mail: Hiscox 5 Concourse Parkway, Suite 2150 Attn: Direct Claims Atlanta GA, 30328 From: I February 1, 2024 I To: At 12:01 A.M. (Standard Time) at the address shown above. May 1, 2008 $400.00 DPL D001 CW (11/19) - Professional Liability Errors & Omissions Insurance Declarations DPL P001 CW (05/13) - Professional Liability Coverage Form DPL E5424 CW (02/15) - Blanket Additional Insured Endorsement DPL E5018 CW (08/15) - Management/Business Consulting Services Endorsement DPL E5102 CA (01/10) - California Amendatory Endorsement DPL E1901 CW (08/21) - Cyber Incidents Exclusion Endorsement DPL E1919 CW (03/23) - War, Civil War, Cyberwarfare, and NCBR Exclusion Endorsement DPL E1918 CW (03/23) - Cannabis Exclusion Endorsement INT N003 CW (01/19) - Policyholder Notice Electronic Delivery February 1, 2025 DPL D001 CW (11/19) Page 1 Am HISCOX HISCOX INSURANCE COMPANY. INC. (A Stock Company) encourage courage® 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914)273-7400 INT N001 CW (01/09) - Economic And Trade Sanctions Policyholder Notice IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by Its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. President Secretary Authorized Representative Date: February 1, 2024 DPL D001 CW (11/19) Page 2 At, HISCOX encourage courage® PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS INSURANCE © Hiscox Inc. All rights reserved. DPL P001 CW (05/13) PROFESSIONAL ,_, LI ILII - US DIRECT ERRORS AND OMISSIONS --------------- The Hiscox Professional Liability — US Direct policy is designed to offer coverage for the risks entities face in performing their Professional Services. We urge You to read this Policy carefully so You understand the insurance that You have purchased, and the full extent of Your and Our rights and duties under this Policy. Please note that all words and phrases that appear in bold -type (except headings) have special meaning and are defined in the Definitions section of this Policy. Coverage for all Claims is subject to the entire terms and conditions of the policy. Coverage for Claims Made Against You You have purchased insurance that provides coverage for Claims made against You. We will pay Damages on Your behalf for any Claim that falls within the Insuring Agreement and within all of the terms and conditions outlined in the policy. Covered Claims are for Your Wrongful Acts in providing or failing to provide Professional Services. To determine who Is an Insured please refer to the Definitions and Spousal and Domestic Partner section of the policy. Additionally, for coverage to apply, You must comply with all Your obligations as outlined in the Notice of Claims, Notice of Potential Claims, and the rest of the policy. The most We will pay is outlined in the Limits of Liability Section and items We will not pay are outlined in the Exclusions section. You are responsible for payments as outlined in the Deductible section. DPL P001 CW (05/13) 2 0 Hiscox Inc. All rights reserved. PROFESSIONAL ` %°7 XA> 9iL- t ,, US DIRECT i§of T ERRORS OMISSIONS In consideration of the premium charged and in reliance on the statements made and information provided to Us, including but not limited to the statements made and information provided in and with the Application, which is made a part of this Policy, as well as subject to the Limits of Liability, the Deductible and all of the terms, conditions, limitations and exclusions of this Policy, We and You agree as follows: A. INSURING AGREEMENT We shall pay on Your behalf Damages and Claim Expenses in excess of the Deductible resulting from any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. We shall also pay on Your behalf all Supplemental Payments in connection with any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. No Deductible shall apply to Supplemental Payments. X17:49:40 H 1. We shall have the right and the duty to defend any covered Claim, even if such Claim is groundless, false or fraudulent. 2. We shall have the right to appoint defense counsel upon being notified of such Claim. 3. Notwithstanding paragraph 2., We shall have no obligation to pay Claim Expenses until You have satisfied the applicable Deductible. 4. Our duty to defend shall terminate upon the exhaustion of the Limit of Liability as set forth in Item 3. of the Declarations. C. SETTLEMENT 1. We shall have the right to solicit and negotiate settlement of any Claim. 2. We shall not, however, enter into a settlement without Your prior consent, which consent shall not be unreasonably withheld. 3. If You shall refuse to consent to any settlement recommended by Us, Our liability for such Claim shall not exceed the amount for which such Claim could have been settled plus Claim Expenses incurred up to the date of such refusal. DPL P001 CW (05/13) r © Hiscox Inc. All rights reserved. Aev H I COX DPL P001 CW (05/13) ERRORSPROFESSIONAL LIABILITY - US DIRECT _._ ._.._ ;OMISSIONS __ ....... ___._____.___._._...... ____._._.____.___.___. A. NOTICE OF CLAIMS 1. As a condition precedent to any coverage under this Policy, You shall give written notice to Us of any Claim as soon as practicable, but in all events no later than a. the end of the Policy Period (or any purchased Optional Extended Reporting Period); or b. 60 days after the end of the Policy Period (or any purchased Optional Extended Reporting Period) so long as such Claim is made within the last 60 days of such Policy Period (or any purchased Optional Extended Reporting Period). 2. Such notice shall be sent to Us at the address set forth in Item 5. of the Declarations. 3. Such notice shall include any and all documents related to such Claim, including every demand, notice, summons or other applicable information received by You or by Your representative. B. NOTICE OF POTENTIAL CLAIMS If You first become aware during the Policy Period of any Wrongful Act that might be reasonably likely give rise to a covered Claim, You may give written notice to Us of such potential Claim during the Policy Period. Such notice must include to the fullest extent possible: 1. the identity of the potential claimant; 2. the identity of the person(s) who allegedly committed the Wrongful Act; 3. the date of the alleged Wrongful Act; 4. specific details of the alleged Wrongful Act; and 5. any written notice from the potential claimant describing the Wrongful Act. If such notice is accepted as a "potential Claim," then any actual Claim that is subsequently made shall be deemed to have been first made on the date such "potential Claim" was first reported to Us. Provided, however, You may not report "potential Claims" during any purchased Optional Extended Reporting Period, C. OPTIONAL EXTENDED REPORTING PERIOD 1. If We or the Named Insured cancel or non -renew this Policy (as described by Endorsement hereto), then the Named Insured shall have the right to purchase for an additional premium an Optional Extended Reporting Period. Provided, 4 © Hiscox Inc. All rights reserved. Am HISCOX PROFESSIONALI , ILS -ERRORS AND however, the right to purchase an Optional Extended Reporting Period shall not apply if: a. this Policy is canceled by Us for nonpayment of premium (as described by Endorsement hereto); or b. the total premium for this Policy has not been fully paid. 2. The Optional Extended Reporting Period will apply only to Claims that: a. are first made against You and reported to Us during such Optional Extended Reporting Period; and b. are for Wrongful Acts committed on or after the Retroactive Date but prior to the effective date of cancellation or non -renewal (as described by Endorsement hereto). 3. The additional premium for such Optional Extended Reporting Period shall not exceed 200% of the annualized expiring premium for an Optional Extended Reporting Period of 3 years. The additional premium for such Optional Extended Reporting Period shall be fully earned at the inception of such Optional Extended Reporting Period. 4. Notice of election and full payment of the additional premium for the Optional Extended Reporting Period must be received within 30 days after the effective date of cancellation or non -renewal (as described by Endorsement hereto). In the event the additional premium is not received within the 30 days, any right to purchase the Optional Extended Reporting Period shall lapse and no further Optional Extended Reporting Period shall be offered. The Limits of Liability applicable during any purchased Optional Extended Reporting Period shall be the remaining available Limits of Liability under this canceled or non -renewed Policy (as described by Endorsement hereto). There shall be no separate or additional Limit of Liability available for any purchased Optional Extended Reporting Period and the purchase of any Optional Extended Reporting Period shall in no way increase the Limit of Liability set forth in Item 3. of the Declarations. This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses or Supplemental Payments for any Claim: A. based upon or arising out of any actual or alleged fraud, dishonesty, criminal conduct, or any knowingly wrongful, malicious, or intentional acts or omissions; provided, however, that: 1. We will pay Claim Expenses until there is a final adjudication establishing such conduct, at which time You shall reimburse Us for such Claim Expenses; and 2. this exclusion shall not apply to otherwise covered intentional acts or omissions resulting in a Personal Injury. DPL P001 CW (05/13) '" © Hiscox Inc. All rights reserved. AM HiSCOX PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS B. based upon or arising out of any actual or alleged gaining of any profit or advantage to which You were not legally entitled. C. based upon or arising out of any actual or alleged wrongful termination, retaliation or discrimination against or harassment of any past, present, future or potential Employee, including but not limited to any violations of federal, state or local statutory or common law. D. based upon or arising out of any actual or alleged Wrongful Act that: 1. was committed prior to the Retroactive Date; 2. has been the subject of any notice given under any other policy of which this Policy is a renewal or replacement; or 3. You had 'knowledge of prior to the Policy Period and had a reasonable basis to believe that such Wrongful Act could give rise to a Claim; provided, however, that if this Policy is a renewal or replacement of a previous policy issued by Us providing materially identical coverage, the Policy Period referred to in this paragraph will be deemed to refer to the inception date of the first such policy issued by Us. E. brought by or on behalf of any federal, state or local government agency or professional or trade licensing organization; provided, however, this exclusion shall not apply to claims brought in their capacity as a client receiving Your Professional Services. F. brought by or on behalf of one Insured against another Insured. G. brought by or on behalf of any person or entity maintaining Effective Control of You. H. based upon or arising out of any actual or alleged violation of the following laws, including any similar provisions of any federal, state or local statutory or common law: 1. the Securities Act of 1933 (as amended); 2. the Securities Exchange Act of 1934 (as amended); 3. any state blue sky or securities laws (as amended); 4. the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961 et seq. (as amended); 5. the Employee Retirement Income Security Act of 1974 (as amended); including any rules or regulations promulgated thereunder. I. based upon or arising out of any actual or alleged obligation under any Workers' Compensation, Unemployment Compensation, Employers Liability or Disability Benefit Law, including any similar provisions of any federal, state or local statutory or common law. J. based upon or arising out of any actual or alleged liability of others that You assume under any contract or agreement unless such liability would have attached in the absence of such contract or agreement. DPL P001 CW (05/13) 0 Hiscox Inc. All rights reserved. PROFESSIONAL LIABILITY - US DIRECT ERRORS AND K. based upon or arising out of any actual or alleged Bodily Injury or Property Damage. L. ' based upon or arising out of any actual, alleged or threatened discharge, dispersal, release or escape of Pollutants, including any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants. M. based upon or arising out of any actual or alleged infringement of any copyright, trademark, trade dress, trade name, service mark, service name, title, slogan or patent or theft of trade secret. N. based upon or arising out of any actual or alleged false or deceptive advertising of Your goods or services or misrepresentation in advertising of Your goods or services, including but not limited to any wrongful description of prices of Your goods or services or the quality or performance of Your goods or services. O. based upon or arising out of any actual or alleged breach of contract or breach of any implied or express warranty or guarantee; provided, however, this Exclusion shall not apply to: 1. any obligation you have to perform your Professional Services with reasonable skill or care; or 2. any liability You would have had in absence of such contract, warranty or guarantee. P. based upon or arising out of any actual or alleged violation of any federal, state or local statutes, ordinances or regulations regarding or relating to unsolicited telemarketing, solicitations, emails, faxes or any other communications of any type or nature, including but not limited to any "anti -spam" and "do -not -call' statutes, ordinances, or regulations. Q. based upon or arising out of any actual or alleged failure to procure or maintain adequate insurance or bonds. R. based upon or arising out of any actual or alleged failure to protect any non-public, personally identifiable information in Your care, custody or control. S. based upon or arising out of any actual or alleged actuarial services, medical or nursing services, insurance agent/broker services, legal services or services as an architect or engineer. A. LIMIT OF LIABILITY DPL P001 CW (05/13) 7 © Hiscox Inc. All rights reserved. 40 I SCOX PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS Regardless of the number of Claims made during the Policy Period (or applicable Extended Reporting Period), the maximum that We shall be liable to pay for all covered Damages, Claim Expenses and Supplemental Payments shall be as follows: 1. The amount set forth in Item 3.A. of the Declarations as "Each Claim" shall be the maximum amount for each covered Claim. 2. The amount set forth in Item 3.13. of the Declarations as "Aggregate for all Claims" is the maximum amount for all Claims combined. 3. Notwithstanding 1. and 2. above, Our liability for Supplemental Payments shall not exceed $250 per day for each Insured up to $5,000 per Claim, which amounts shall reduce the amounts described in 1. and 2. above. B. DEDUCTIBLE 1. We shall not be responsible for payment of Damages or Claims Expenses until the Deductible amount has been satisfied. 2. We may at Our discretion advance payment of Damages or Claims Expenses within the Deductible amount on Your behalf, but You shall reimburse Us for any such amounts as soon as We request such reimbursement. 3. No Deductible amount shall apply to Supplemental Payments. C. RELATED CLAIMS For purposes of the applicable Deductible and Limit of Liability, all Claims based upon or arising out of continuous, repeated, related or interrelated Wrongful Acts shall be considered a single Claim first made against You in the Policy Period the first such Claim was made. A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS This Policy shall apply to Claims brought against: 1. the heirs, executors, administrators, trustees in bankruptcy, assignees and legal representatives of any Insured in the event of such Insured's death or disability; or 2. the legal spouse or legal domestic partner of any Insured; but only: 1. for the Wrongful Acts of such Insured; or DPL P001 CW (05/13) 8 0 Hiscox Inc. All rights reserved. PROFESSIONAL P E 3 z US DIRECT O :'. ERRORS qs 2. in connection with their ownership interest in property which the claimant seeks as recovery for actual or alleged Wrongful Acts of such Insured. B. INSURED DUTY TO COOPERATE You shall have the duty to cooperate with Us in the defense, investigation and settlement of any Claim, including but not limited to: 1. upon request, submit to examination and interrogation under oath by Our representative; 2. attend hearings, depositions and trials as requested by Us; 3. assist in securing and giving evidence and obtaining the attendance of witnesses; 4. provide written statements to Our representative and meet with such representative for the purpose of investigation and/or defense; and 5. provide all documents We may reasonably require. C. INSURED OBLIGATION NOT TO INCUR EXPENSE OR ADMIT LIABILITY You shall not, except at Your own cost, make any payment, incur any expense, admit any liability, settle any Claim or assume any obligation without Our prior consent. D. ACTION AGAINST THE INSURER No action shall be taken against Us unless: 1. You have complied fully with all the terms and conditions of this Policy; and 2. the amount of Your obligation to pay shall have been finally determined either by judgment against You after actual trial, or by written agreement between You, Us and the claimant. No person or organization shall have any right under this Policy to join Us as a party to any Claim against You nor shall We be impleaded by You or Your legal representatives in any such Claim. E. OTHER INSURANCE This Policy shall be excess insurance over any other valid and collectable insurance available to You, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as a specific excess insurance over the Limit of Liability provided in this Policy. F. SUBROGATION 1. In the event of any payment by Us under this Policy, We shall be subrogated to all of Your rights of recovery to such payment. 2. You shall do everything that may be necessary to secure and preserve such subrogation rights, including but not limited to the execution of any documents necessary to allow Us to bring suit in Your name. DPL P001 CW (05/13) 9 0 Hiscox Inc. All rights reserved. Aes 1 1ISCOX PROFESSIONAL LIABILITY — US DIRECT ERRORS AND OMISSIONS 3. You shall do nothing to prejudice such subrogation rights without first obtaining Our written consent. 4. Any recovery shall first be paid to Us up to the amount of any Damages, Claim Expenses or Supplemental Payments that We have paid. Any remaining amounts shall be paid to You. 5. Notwithstanding the above, no subrogation shall be had against any Insured. G. ALTERATION AND ASSIGNMENT No change in, modification of or assignment of interest under this Policy shall be effective unless made by written endorsement to this Policy signed by Our authorized representative. H. REPRESENTATIONS As a condition precedent of Our obligations under this Policy, You represent that: 1. the statements and representations made by You in the Application are true and are the basis of the Policy and are to be considered as incorporated into and constituting a part of this Policy; 2. the statements and representations made by You in the Application shall be deemed material to the acceptance of the risk assumed by Us under the Policy; 3. this Policy is issued in reliance upon the truth of the statements and representations made by You in the Application; and 4. in the event the Application contains misrepresentations which materially affect the acceptance of the risk assumed by Us under this Policy, this Policy shall be void ab initio. . I. BANKRUPTCY OR INSOLVENCY Your bankruptcy or insolvency shall not relieve Us of any of Our obligations under this Policy. J. TERRITORY This Policy shall apply to Wrongful Acts committed anywhere in the world, provided that any action, arbitration, or other proceeding for, in relation to, or arising from the Claim is brought within the United States, its territories or possessions, or Canada. K. FALSE OR FRAUDULENT CLAIMS If any Insured shall commit fraud in proffering any Claim or regarding the amount or otherwise, this Insurance shall become void as to such Insured from the date such fraudulent claim is proffered. L. NAMED INSURED RESPONSIBILITIES DPL P001 CW (05/13) 10 © Hiscox Inc. All rights reserved. PROFESSIONAL LIABILITY a DIRECT ERRORS AND OMISSIONS It shall be the responsibility of the Named Insured to act on behalf of all other Insureds with respect to the following: 1. giving and receiving notice of cancellation and/or non -renewal (as described by Endorsement hereto) 2. payment of premium 3. receipt of return premiums; 4. acceptance of changes to this Policy; and 5. payment of Deductibles. M. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit Your books and records as they related to this Policy at any time during the Policy Period (or any purchased Optional Extended Reporting Period) or up to three years after the end of the Policy Period (or any purchased Optional Extended Reporting Period). N. TITLES Titles of sections of and endorsements to this Policy are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate. A. Application means the signed application for the Policy, whether submitted on-line, over the phone or on paper, including any attachments and other materials or statements submitted in conjunction therewith,. If this Policy is a renewal or replacement of a previous policy or policies issued by Us, Application shall also include all signed applications and other materials that were submitted therewith and attached thereto. B. Bodily Injury means physical injury to or sickness, disease or death of a person, or mental injury, mental anguish, emotional distress, pain or suffering, or shock sustained by a person. C. Claim means any written demand for Damages or for non -monetary relief. D. Claim Expenses means the following that are incurred by Us or by You with Our prior written consent: 1. all reasonable and necessary fees, costs and expenses (including the fees of attorneys and experts) incurred in the investigation, defense and appeal of a Claim; and 2. premiums on appeal bonds, attachment bonds or similar bond. Provided, however, We shall have no obligation to apply for or furnish any such bonds. Claim Expenses shall not mean and We shall not be obligated to pay: 1. salaries, wages or expenses other than Supplemental Payments; or DPL P001 CW (05/13) 11 0 Hiscox Inc. All rights reserved. ..... . . ........ PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS 2. the defense of any criminal investigation, criminal grand jury proceeding, or criminal action. E. Damages means a monetary judgment or monetary award that You are legally obligated to pay (including pre- or post judgment interest) or a monetary settlement negotiated by Us with Your consent. Damages shall not mean and We shall not be obligated to pay: 1. fines, penalties, taxes, sanctions levied against You; 2. any punitive or exemplary damages or that portion of any multiplied damages award which exceeds the damage award so multiplied, provided, however, that, if such damages are otherwise insurable under applicable law and regulation, We will pay an award of punitive or exemplary damages in excess of the Deductible and up to a maximum sum of $250,000. This limit shall be a part of and not in addition to the Limit of Liability set forth in Items 3. of the Declarations; 3. the return; reduction or restitution of Your fees, commissions, profits, or charges for goods provided or services rendered, including any over -charges or cost over -runs; 4. liquidated damages; or 5. Your cost of complying with injunctive relief. F. Effective Control means: 1. ownership of more than 50% of the issued and outstanding voting securities; or 2. having the right pursuant to written contract, by-laws, charter, operating agreement or similar documents to elect, appoint or designate a majority of the board of directors, management committee members of a partnership or the members of the management board of a limited liability company (or equivalent management structure). G. Employee means any past, present or future: 1. employee (including any part-time, seasonal or temporary employee or any volunteer); 2. partner, director, officer, member or board member (or equivalent position); 3. independent contractor; or 4. leased worker; of an Organization, but only in their performance of Professional Services on behalf of or at the direction of such Organization. H. Insured means You or Your. Named Insured means the individual, corporation, partnership, limited liability company, limited partnership, or other entity set forth in Item 1 of the Declarations. J. Optional Extended Reporting Period means any applicable Optional Extended Reporting Period contemplated by the OPTIONAL EXTENDED REPORTING PERIOD Clause. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. PROFESSIONAL LIABILITY i ., US DIRECT OMISSIONSERRORS AND K. Organization means the Named Insured and any Subsidiary. L. Personal Injury means injury, other than Bodily Injury, arising out of one of more of the following offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of premises; 4. slander, libel, defamation or disparagement of goods, products or services; or 5. oral or written publication of material in connection with Your advertising that violates a person's right of privacy. M. Policy Period means the period of time set forth in Item 6. of the Declarations. N. Pollutants means any solid, liquid, gaseous, biological, radiological or thermal irritant or contaminant, including smoke, vapor, dust, fibers, mold, spores, fungi, germs, soot, fumes, acids, alkalis, chemicals and Waste. "Waste" includes, but is not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials. O. Professional Services means only those services specified in Endorsement to this Policy as performed by or on behalf of an Organization for others for a fee or other compensation. P. Property Damage means physical loss of or physical damage to or destruction of any tangible property, including the loss of use thereof. For purposes of this definition, "tangible property" shall not include electronic data. Q. Retroactive. Date means the date set forth in Item 7. of the Declarations. R. Subsidiary means: 1. any entity of which the Named Insured has Effective Control ("Controlled Entity") on or before rthe Policy Period, either directly or indirectly through one or more Controlled Entities; 2. any entity of which the Named Insured forms or acquires Effective Control during the Policy Period, either directly or indirectly through one or more Controlled Entities, but only for the first 90 days after such formation or acquisition (or until the end of the Policy Period, whichever is earlier). Provided, however, with respect to a Subsidiary described in paragraph 2. of this definition, We shall only cover Claims alleging Wrongful Acts committed while the Named Insured had Effective Control of such Subsidiary, either directly or indirectly through one or more Controlled Entities. An entity ceases to be a Subsidiary once the Named Insured no longer has Effective Control of such entity, either directly or indirectly through one or more Controlled Entities, and this Policy will not respond to Claims made against such entity thereafter. DPL P001 CW (05/13) 13 © Hiscox Inc. All rights reserved. PESSION - UABI ., T - LISDIRECT ERRORS D OMISSIONS S. Supplemental Payments means the reasonable expenses incurred by You, including loss of wages, if You are required by Us to attend arbitration proceedings or trial in the defense of a covered Claim. T. We, Us, Our or Insurer means the insurance company set forth in the Declarations. U. Wrongful Act means any actual or alleged breach of duty, negligent act, error, omission or Personal Injury committed by You in the performance of Your Professional Services. V. You or Your means any: 1. Organization; 2. Employee; 3. joint venture in which an Organization participates pursuant to written agreement, but only for: a. Wrongful Acts committed by such Organization; and b. the percentage of otherwise covered Damages and Claims Expenses in proportion to such Organization's participation in the joint venture. DPL P001 CW (05/13) 14 0 Hiscox Inc. All rights reserved. Atv HISCOX encourage courage® Aft HNso Policy Number: P101.449.658.2 Named Insured: Go Green Now, Inc. Endorsement Number: 1 Endorsement Effective: 02/01/2024 E5424.1 Blanket Additional Insured Endorsement (PL) Hiscox Insurance Company Inc. In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph V., "'You' or 'Your'," is amended to include the following at the end thereof: You or Your shall also include any Additional Insured but only for the Wrongful Acts of those contemplated in paragraphs 1., 2. or 3. of the definition of "'You' or 'Your"': 2. The following definition is added to Clause VI. DEFINITIONS: AI -A. Additional Insured means any person(s) or organization(s) with whom You have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Policy, provided the contract or agreement: 1. is currently in effect or becomes effective during the Policy Period; and 2. was executed before the Professional Services from which the Claim arises were performed. 3. In Clause III. EXCLUSIONS, paragraph F. is deleted in its entirety and replaced with the following: F. brought by or on behalf of one Insured against another Insured; provided, however, this Exclusion will not apply to any Claim brought by an Additional Insured in any capacity other than that of an Additional Insured. All other terms and conditions remain unchanged. DPL E5424 CW (02/15) Includes copyrighted material of Insurance Services Office, Inc., with its Page 1 of 1 permission. Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: Go Green Now, Inc. Management/Business Consulting Services Endorsement CCnAA DISC encourage courage - Page 1 of 2 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: In Clause VI. DEFINITIONS, paragraph O., "Professional Services," is amended to read as follows: O. Professional Services means management consulting and/or business consulting services performed for others for compensation, including but not limited to: I. advising on general business operations, strategy, organizational structure, human resources, marketing and sales campaigns, systems or ecological/ green" issues; and H. project management. Clause VI. DEFINITIONS is amended to include the following at the end thereof: MC -A. Employee Benefit Plan means any plan created or maintained by an employer or employee organization for the benefit of its employees, directors, partners, trustees, or officers, including but not limited to pension plans and employee welfare plans. Clause III. EXCLUSIONS is amended to include the following at the end thereof: MC -A. based upon or arising out of any actual or alleged commingling of or inability or failure to safeguard funds. MC -B. based upon or arising out of any actual or alleged compilation of audited financial statements. MC -C. based upon or arising out of the performance of or failure to perform audit attestation services. MC -D. based upon or arising out of the performance of any services in connection with mergers and/or acquisitions. MC -E. based upon or arising out of the performance of any services in connection with the valuation of any entity or tangible or intangible property. MC -F. based upon or arising out of any actual or alleged promise, warranty, or guarantee of the future value of any real or personal property. MC -G. based upon or arising out of any actual or alleged insolvency, receivership, bankruptcy, liquidation, or financial inability of any Employee Benefit Plan or insurance company. MC -H. based upon or arising out of any actual or alleged sale of any Employee Benefit Plan. MC -I. based upon or arising out of any actual or alleged performance or failure to perform investment advisory services, including but not limited to the following: 1. the selection of any investment manager, investment advisory, custodial, or similar firm; 2. the promise or guarantee of the future performance of value of investments, or rate of return or interest; 3. the fluctuation in the value of any security; 4. any failure of investments to perform as expected or desired; or 5. acting as an investment advisor as defined in Section 202(11) of the Investment Advisors Act of 1940. Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: Go Green Now, Inc. Management/Business Consulting Services Endorsement HISCOX encourage courage® Page 2 of 2 MC -J. based upon or arising out of Your performance of or failure to perform Professional Services in connection with the following industries, fields, or activities: 1. actuarial advice; 2. aerospace consulting or advice; 3. architecture or engineering advice; 4. construction management or advice; 5. credit counseling; 6. environmental consulting or advice; 7. financing or financial auditing; 8. general contracting; 9. home/physical inspection services; 10. insurance placement or advice; 11. investment or tax advice; 12. land acquisition; 13. law enforcement training; 14. legal advice or the practice of law; 15. lobbying and/or political advice; 16. medical advice or the practice of medicine; 17, mining consulting or advice; 18. oil, gas, or petroleum consulting or advice; 19. physical installation services; 20. property management; 21. repossession services; 22. safety consulting or advice; 23. Your sale of any goods or products; or 24. staffing/placement services. All other terms and conditions remain unchanged. Endorsement effective: February 1, 2024 Endorsement No: 2 By: Kevin Kerridge (Appointed Representative) Policy No.; P101.449.658.2 DPL E5018 CW (08/15) Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Go Green Now, Inc. California Amendatory Endorsement This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY - ERRORS AND OMISSIONS INSURANCE Aew HISCOX encourage courage® Page 1 of 3 In consideration of the premium charged, it is understood and agreed that the Policy is modified as follows: 1. Section V. OTHER MATTERS AFFECTING COVERAGE is amended to include the following at the end thereof: CANCELLATION Notice of Cancellation A. The Named Insured may cancel this Policy by giving Us advance written notice stating when thereafter such cancellation shall be effective. If the Named Insured cancels this Policy, the refund may be less than pro rata. Provided, however, if this Policy shall be cancelled by the Named Insured within 14 days of the inception of the Policy Period without having submitted a Claim, We shall return in full any premium amount actually paid to Us. In such event, the effective date of cancellation shall be deemed to be the inception date of the Policy Period. B. Policies In Effect For 60 Days or Less If this Policy has been in effect for sixty (60) days or less, and is not a renewal of a Policy We have previously issued, We may cancel this Policy by mailing or delivering to the Named Insured at the mailing address shown in the Declarations and to the producer of record, if any, advance written notice of cancellation stating the reason for cancellation at least: Ten (10) days before the effective date of cancellation if We cancel for: (a) Non-payment of premium; or (b) Discovery of fraud by: i. The Insured or the Insured's representative in obtaining this insurance; or ii. The Insured or the Insured's representative in pursuing a Claim under the Policy. Thirty (30) days before the effective date of cancellation if We cancel for any other reason. C. Policies In Effect For More Than 60 Days If this Policy has been in effect for more than sixty (60) days, We may also cancel this Policy by mailing or delivering to the Named Insured at the address shown in the Declarations, the producer of record, if any, written notice, including the reason for cancellation, stating when not less than thirty (30) days thereafter (or ten (10) days thereafter when cancellation is due to non-payment of premium or discovery of fraud), the cancellation shall be effective. We may only cancel this Policy for one or more of the following reasons: (a) Nonpayment of premium, including payment due on a prior policy issued by Us and due during the current policy term covering the same risks; (b) Discovery of fraud or material misrepresentation by: The Insured or the Insured's representative in obtaining this insurance; or The Insured or the Insured's representative in pursuing a Claim under the Policy. Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Go Green Now, Inc. California Amendatory Endorsement AM HISCOX encourage courage% Page 2 of 3 (c) A judgment by a court or an administrative tribunal that the Insured has violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against; (d) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the Insured or the Insured's representative, which materially increase any of the risks insured against; (e) Failure by the Insured or the Insured's representative to implement reasonable loss control requirements, agreed to by the Insured as a condition of policy issuance, or which were conditions precedent to Our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against; (f) A determination by the Commissioner of Insurance that the Loss of, or changes in, our reinsurance covering all or part of the risk would threaten Our financial integrity or solvency; or ii. Continuation of the policy coverage would: a. Place Us in violation of California law or the laws of the state where We are domiciled; or b. Threaten Our solvency. (g) A change by the Insured or the Insured's representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, is included in the Policy. D. The mailing of the notice of cancellation shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice. If We cancel this Policy, any return premium shall be calculated pro rata. Payment or tender of any unearned premium by Us shall not be a condition precedent to the effectiveness of the cancellation, but such payment shall be made as soon as practicable. Nonrenewal A. If We elect not to renew this Policy, We will mail or deliver to the Named Insured written notice of nonrenewal, stating the reason for nonrenewal, not less than sixty (60) days, but not more than one hundred twenty (120) days before the end of the Policy Period. We will mail the notice of nonrenewal to the Named Insured at the last mailing address known Us. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. B. We are not required to send notice of nonrenewal in the following situations: (a) If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between Us and a member of Our insurance group. (b) If the policy has been extended for 90 days or less, provided that notice has been given in accordance with paragraph A above. Hiscox Insurance Company Inc. HISCQX encourage courage® Endorsement 3 NAMED INSURED: Go Green Now, Inc. California Amendatory Endorsement Page 3 of 3 (c) If the Named Insured has obtained replacement coverage, or if the Named Insured has agreed, in writing, within 60 days of the termination of the Policy, to obtain that coverage. (d) If the Policy is for a period of no more than 60 days and the Named Insured is notified at the time of issuance that it will not be renewed. (e) If the Named Insured requests a change in the terms or conditions or risks covered by the Policy within 60 days of the end of the Policy Period. (f) If We made a written offer to the Named Insured, in accordance with the timeframes shown in paragraph A above, to renew the Policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. 2. Section VII. DEFINITIONS, Paragraph E Damages, is modified to the extent necessary to provide the following: Punitive and exemplary damages shall not be insurable in cases where California law governs the Claim. 3. The Policy is amended by adding the following Clause at the end thereof: Policy Conflicts To the extent any term or condition contained in the Policy or any Endorsement attached thereto conflicts with any term or condition contained in this or any other State Amendatory Endorsement attached to the Policy, such terms and conditions most favorable to the Insured shall apply. All other terms and conditions remain unchanged. Endorsement effective: February 1, 2024 Endorsement No: 3. By: Kevin Kerridge (Appointed Representative) Policy No.: P101.449.658.2 DPL E5102 CA (01/10) Hiscox Insurance Company Inc. Endorsement 4 NAMED INSURED: Go Green Now, Inc. Cyber Incidents Exclusion Endorsement 40 HISCOX encourage courage® Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause III. EXCLUSIONS, Exclusion R. is deleted in its entirety and replaced with the following: R. based upon or arising out of any actual or alleged: 1. unauthorized acquisition, access, use, or disclosure of, improper collection or retention of, or failure to protect any non-public personally identifiable information or confidential corporate information that Is in, Your care, custody, or control; 2. violation of any privacy law or consumer data protection law protecting against the use, collection, or disclosure of any Information about a person or any confidential corporate information; 3. total or partial damage to, loss, corruption, deterioration, destruction, or alteration of, or the inability or impaired ability to access or manipulate any electronic data, software, electronic databases, computers, or any part of a computer system or network; 4. denial of service or delay, disruption, impairment, failure, or outage of any part of a computer system or network; 5. unauthorized or unlawful access to any electronic data or any part of a computer system or network, including through the transmission of any malicious code, such as a computer virus, worm, logic bomb, malware, spyware, Trojan horse, or other fraudulent or unauthorized computer code; or 6. threat, hoax, or demand relating to subparts 1 through 5 above. All other terms and conditions remain unchanged. Endorsement effective: February 1, 2024 Endorsement No: 4 By: Kevin Kerridge (Appointed Representative) Policy No.: P101.449.658.2 DPL E1901 CW (08/21) Wiscox Insurance Company Inc. Endorsement 5 NAMED INSURED: Go Green Now, Inc. War, Civil War, Cyberwarfare, and NCBR Exclusion Endorsement Page 1 of 2 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We will have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: WC -A. based upon or arising out of, directly or indirectly occasioned by, happening through, or in consequence of: 1. war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military, or usurped power; 2. confiscation,, nationalization, requisition, destruction of, or damage to property by or under the order of any government, public, or local authority; 3. Cyberwarfare, to the extent not otherwise excluded by paragraph 1; or 4. any NCBR Malicious Act. 2. For purposes of this Endorsement, the following definitions apply: Cyberwarfare means any: 1. unauthorized access to, or use, alteration, corruption, damage, manipulation, misappropriation, theft, deletion, or destruction of, any computer hardware or electronic data; 2. creation, transmission, or introduction into a computer system, computer network, or electronic data of a computer virus or harmful code; or 3. restriction or inhibition of access to a computer system, computer network, or electronic data, including through a denial -of -service (DoS) attack; committed by, or on behalf of, a State. In determining by whom any action listed in parts 1. through 3. above is committed, We will consider to whom any governing body (including the governing body's intelligence, law enforcement, or military services) attributes such action, regardless of whether: A. the computer system, computer network, or electronic data is physically located within the jurisdiction of that governing body; or B. there are inconsistent statements within different branches or agencies of that governing body (including intelligence, law enforcement, or military services) as to whom the action is attributable to. However, if: i. a governing body has not attributed any such action to a State, or any person, group, association, or entity acting on the State's behalf; and Wiscox Insurance Company Inc. Endorsement 5 NAMED INSURED: Go Green Now, Inc. War, Civil War, Cyberwarfare, and NCBR Exclusion Endorsement 140 H[SCOX encourage courage - ourage® Page 2 of 2 Page2of2 I!. ii. there is at least one Media Report or a cybersecurity forensic firm report indicating that such action is attributed to a State or any person, group, association, or entity acting on the State's behalf, then We will not pay any Damages, Claim Expenses, or Supplemental Payments resulting from any action listed in parts 1. through 3. above until any governing body attributes such action to a State or any person, group, association, or entity acting on the State's behalf. If a governing body does not attribute such action to a State or any person, group, association, or entity acting on the State's behalf, or declares it is unable to do so, then a Media Report or cybersecurity forensic firm report will be conclusive evidence that the act was committed by, or on behalf of, a State. All other terms and conditions remain unchanged. Endorsement effective: February 1, 2024 Endorsement No: 5 J��_ By: Kevin Kerridge (Appointed Representative) Policy No.: P101.449.658.2 DPL E1919 CW (03/23) For purposes of this definition, "Media Report" means an article published by the Associated Press, Reuters, Wall Street Journal, or the British Broadcasting Corporation. For purposes of this definition, "State" means a sovereign state, state -like entity, quasi -state, proto- state, or a state-sponsored actor or group. NCBR means an act or series of acts that harms another person or damages property through the Malicious Act physical release or dispersal of Nuclear, Chemical, Biological, or Radiological Agents or Materials, which is carried out by any person or group of persons, whether acting alone, on behalf of, or in connection with any organization. Nuclear, means: Chemical, Biological, or 1. nuclear reaction, nuclear radiation or radioactive particles, whether released or dispersed by Radiological nuclear or conventional devices; Agents or 2. any chemical compound; or Materials 3. any pathogen, in sufficient concentration to cause harm to people or damage to property. All other terms and conditions remain unchanged. Endorsement effective: February 1, 2024 Endorsement No: 5 J��_ By: Kevin Kerridge (Appointed Representative) Policy No.: P101.449.658.2 DPL E1919 CW (03/23) Hiscox Insurance Company Inc. Endorsement 6 NAMED INSURED: Go Green Now, Inc. Cannabis Exclusion Endorsement 'Ael HISCOX encourage courage - Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: CA -1. based upon or arising out of, directly or indirectly occasioned by, or in consequence of: 1. the design, cultivation, manufacture, storage, transport, processing, packaging, handling, testing, distribution, sale, serving, furnishing, possession, protection, or disposal of Cannabis by anyone; 2. the actual, alleged, threatened, or suspected use, inhalation, ingestion, absorption, or consumption of, contact with, exposure to, existence of, or presence of Cannabis by anyone; or 3. the performance of or failure to perform any services or operations of any kind, including but not limited to any banking, advisory, consulting, legal, compliance, financial; design, or logistical services, in connection with or relating to Cannabis. This exclusion applies even if the Claim against any Insured alleges negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that Insured. 2. The following is added to the end of Clause VI. DEFINITIONS: CA -A. Cannabis means any good or product that consists of or contains any amount of Tetrahydrocannabinol (THC) or any other cannabinoid, regardless of whether any such THC or cannabinoid is natural or synthetic. Cannabis includes but is not limited to any of the following containing such THC or cannabinoid: 1. any plant of the genus Cannabis L., or any part thereof, such as seeds, stems, flowers, stalks and roots; or 2. any compound, byproduct, extract, derivative, mixture or combination, such as: a. resin, oil or wax; b. hash or hemp; or c. infused liquid or edible cannabis; whether or not derived from any plant or part of any plant set forth in paragraph 1 above. All other terms and conditions remain unchanged. Endorsement effective: February 1, 2024 Endorsement No: 6 41-�— By: Kevin Kerridge (Appointed Representative) Policy No.: P101.449.658.2 DPL E1918 CW (03/23) AM HISCOX encourage courage® sm Policyholder Notice Electronic Delivery If you received your insurance policy by email, it is because you have chosen electronic delivery of your policy documents and important notices, including cancellation and nonrenewal notices where permitted by law. We also will send any renewal policy documents to you by email at the address you have provided. If you are currently receiving paper documents and would like to have ease of retrieval and access and save on storage space, you will need to contact us and update your preferences. Most documents can be sent electronically within minutes. For electronic documents, you will need a computer or mobile device with Internet access and the ability to receive external emails. You also will need software such as Adobe Reader® that allows you to view and save PDF documents, and a printer to create paper copies. At any time you may request a paper copy of your policy, or you may withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. You must notify us if your email or street address changes. To update your email or street address, or to request paper documents, please contact us at 888-202-3007. Page 1 of 1 INT N003 CW (01/19) AM H 1 COX Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site http://www.treas.gov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury's website at http://www.treas.gov/offices/enforcement/ofac/. INT N001 CW 01 09 Page 1 of 1