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Adept Software LLC dba Crystal Conversions; 2025-06-25;
Page 1 City Attorney Approved Version 2/11/2025 AGREEMENT FOR PROFESSIONAL SERVICES FOR CRYSTAL REPORT CONVERSIONS ADEPT SOFTWARE, LLC. DBA CRYSTAL CONVERSIONS THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and Adept Software, LLC, dba Crystal Conversions, a California limited liability company, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in Crystal report conversions to SSRS/RDL. B. Contractor has the necessary experience in providing professional services and advice related to Crystal report conversions to SSRS/RDL. C. Contractor has submitted a proposal to City per RFQ 25-01 and has affirmed its willingness and ability to perform such work for report conversions services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed ninety-five thousand three hundred eighty-four dollars ($95,384.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement it will be only for purposes of extending the time to complete the Services. Any payments due for completion of the Services during an extension will be drawn from the amount approved for the initial Agreement term. Payment terms are NET 30 unless provided otherwise Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C June 25th Page 2 City Attorney Approved Version 2/11/2025 in Exhibit “A.” The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C Page 3 City Attorney Approved Version 2/11/2025 the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for the signoff of all completed work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C Page 4 City Attorney Approved Version 2/11/2025 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 12. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 13. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C Page 5 City Attorney Approved Version 2/11/2025 14. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Maria Callander Name Ray Steel Title IT Director Title Project Manager Dept Information Technology Address 2625 Canyon Rd CITY OF CARLSBAD Escondido, CA 92025 Address 1635 Faraday Ave Phone 760.310.4454 Carlsbad, CA 92008 Email ray.steel@adeptsoft.com Phone 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 15. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 16. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C City Attorney Approved Version 2/11/2025 Page 6 17. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C City Attorney Approved Version 2/11/2025 Page 7 Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// /// Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C City Attorney Approved Version 2/11/2025 Page 8 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2025. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Adept Software, LLC, dba Crystal Conversions, a California company By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Morgen Fry, Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991 Ray Steel 6th June CEO Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C City Attorney Approved Version 2/11/2025 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Crystal Conversions proposes to partner with the City of Carlsbad to convert over 300 non- embedded Crystal reports into their SSRS equivalents. The City also has a number of embedded Crystal reports from various vendors (e.g. Tyler Technologies) that also need to be converted to SSRS. The primary goals are: - Cost effectiveness Meet the City’s report conversion requirements and timeline at a lower cost than anticipated. - Minimize City staff involvement Involve City IT staff primarily at signoff stage - Decommission Business Object (Crystal) servers Remove the need for Business Object servers as soon as possible (cost savings) - Accuracy in conversion The output from SSRS reports should be as near as possible to the original output, or as otherwise directed by the City - Performance The SSRS reports should run at an acceptable level of performance. SQL statement and DB tuning experience is provided Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C C CRYSTAL CONVERSIONS City Attorney Approved Version 2/11/2025 Page 10 Consulting Services Approach Many of Crystal Conversions customers already have IT staff that can take our SSRS files and quickly test and publish the majority of reports with minimal changes (See Caterpillar Inc. below). In other cases, we have provided consulting services where we convert the reports and test them against customer supplied databases. Our approach for the city of Carlsbad would be as follows. Priority Reports In the case of reports that need prioritization due to high usage or business-critical functions, our approach is (assuming less than 20 or so reports): 1. Convert these reports immediately into SSRS using default conversion options 2. Evaluate the conversion logs to check: a. all formulas/expressions look correct compared to the crystal formula/expression b. the complexity of the report e.g. # of: sub-reports, formulas/expressions, charts, crosstabs etc. c. Any warnings given during the conversion process 3. Open the provided Visual Studio Project and do a Build/Compile to look for any syntax errors 4. Briefly evaluate the visual elements to see if different conversion options would give better results 5. All RDL files use the same Shared Data Sources (.RDS files). Update it if necessary to point to the available test database. 6. Run/View each SSRS report and compare to output from the Crystal report. During this process we note any issues and the severity of the issues. This allows us to give an accurate estimate of the time needed to resolve the issues for each of the reports, and to project time estimates for the remaining reports. It is optimal if the City can provide PDF output from the Crystal report using test database, along with the input parameters used. If unavailable, we can usually use the SQL in the converted RDL (SSRS report file) to extract a dataset that satisfies input parameters for both Crystal and SSRS report output. In our consulting experience with hundreds of reports from various clients: 80%-90% of client reports take less than an hour or two to resolve 10%-15%+ take up to 5 hours 1%-5% may need further discussion with the client regarding the issues. However, this is not a guarantee. Each client may have unique issues caused by a reliance on a particular feature in Crystal Reports. Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C City Attorney Approved Version 2/11/2025 Page 11 Majority/Remaining Reports For the remaining reports we would take a much larger sample, but still manageable - say 100- 150, or perhaps all Utility Billing or Police/fire scheduling reports. We would then convert all those reports, and can provide a document with reports by complexity level (using 3b, 3c above), plus other notes and completion status. This can be used as a project status report. We would then work through each report resolving issues, optimizing visual elements, formulas etc. to give the closest possible resemblance to the original report, or as otherwise directed by the City. After issue resolution we present relevant SSRS files and test database output for City sign-off. Cost Schedule We bill for any specific insurances or licensing fees required by the client $45 per report converted. Re-conversion is free, no extra charge for sub-reports $45 extra per crosstab (must be done offline from our server - due to licensing) Travel to Carlsbad City Hall is approximately 50 miles round trip, billed at $0.67/mile Consulting time (including travel) in 15-minute increments Our ad-hoc (non-contract) consulting rate ($165/hr.), or our negotiated contract rate Estimated Number of Report Cost Per Report Amount 450 45.00 20,250.00$ Estimated Crosstab Number of Reports Cost Per Report 200 45.00 9,000.00 Estimate Billable Hours Hourly Rate 400 165.00 66,000.00 Estimated Travel Per Mile Rate 4 Round Trips at 50 miles Per 0.67 134.00 Estimated Total 95,384.00$ Estimated Costs of Conversion Services Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C City Attorney Approved Version 2/11/2025 Page 12 Value added Some of the respondents to this RFQ may also be planning on using our service (or other less capable tools) in this conversion process. We have been the experts on Crystal to SSRS conversion for the last 15 years and understand fully what the issues are, both with our own output and the reasons behind each design decision we made. This allows us to complete the process at a far higher level of efficiency than other consultants. Our primary consultant and owner of the company (Ray Steel) is a resident of San Diego North County. As such he can easily communicate from the same time zone and also schedule onsite meetings with minimal travel expense. Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C City Attorney Approved Version 2/11/2025 Page 13 Differences between Crystal and SSRS Here are a few examples of differences between Crystal and SSRS. This page is intended as information for IT Staff. Most common issues (Pagination) Page Header/Footer differences: o Using PAGENUMBER in the report body e.g. to support alternate page background color. o Page Headers/Footers can only display field data from the First or Last row of a Dataset. o Page Headers/Footers are of fixed size, and cannot contain sub-reports, charts or crosstabs. o SSRS does not have the ability to 'print at bottom of Page'. o SSRS does not have very flexible page break control. Being able to specify 'Page Break Before/After' on a single matrix row would be nice. We have developed techniques to overcome many of these pagination issues. Less common issues Modifying a 'shared variable' value in a sub-report. SSRS variables are local to each .RDL file. Our conversion process automatically passes the values of the main report variables to every sub-report that references them, however if the sub-report modifies the value, it is not possible to pass that new value back to the main report. A few math and other miscellaneous functions are not available. E.g. SSRS has 'Average' but not 'Median'. Underlays, drop shadows and rounded boxes are not available. Watermarks can be done, but not in the same way. Using an aggregate (e.g. SUM) for a group outside the current group context, or an aggregate within another aggregate expression. Aggregates are calculated before any report rows are produced, so some expressions will not work the same as Crystal. SSRS does not execute expressions in items that are hidden. Often, we can resolve some of these issues by modifying the SQL dataset being processed by the report. Docusign Envelope ID: 5265946D-B855-4FEA-8CA0-4331E673E991Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/09/2025 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). CONTACT NAME:Progressive Advantage Business Program PHONE FAX (A/C, No, Ext): (844) 306-4926 (A/C, No): E-MAIL ADDRESS:commercialservice@homesite.com INSURER(S) AFFORDING COVERAGE NAIC # PRODUCER Progressive Advantage Business Program PO Box 5316 Binghamton NY 13902 INSURER A :Midvale Indemnity Company 27138 INSURER B : INSURER C : INSURER D : INSURER E : INSURED adept software llc 2625 Canyon Rd Escondido CA 92025 INSURER F : COVERAGES CERTIFICATE NUMBER: 00000428058654 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICYEXPTYPE OFINSURANCE POLICY NUMBERLTRINSRWVD (MM/DD/YYYY)(MM/DD/YYYY)LIMITS A COMMERCIAL GENERAL LIABILITY N N CP00163280 06/01/2025 06/01/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTEDCLAIMS- MADE X OCCUR PREMISES (Ea occurrence) $100,000 MED EXP (Any one person)$5,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 PRO-PRODUCTS - COMP/OP AGG $2,000,000XPOLICYJECTLOC OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY(Per accident) HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECU -TIVE OFFICER/MEMBER EXCLUDED?N/A E.L. EACH ACCIDENT (Mandatory in NH)E.L. DISEASE - EA If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT PROFESSIONAL LIABILITY OCCURRENCE AGGREGATE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)Computer Consulting CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C ACORb® ~ I I I □ -□ D - - I---- ---- -H T I I □ I I CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/10/2025 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). 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. PRODUCER Simply Business 53 State Street 19th Floor Boston, MA 02109 CONTACT Simply BusinessNAME:PHONE FAX(A/C, No, Ext):(855) 584-4660 (A/C, No):E-MAIL ADDRESS:contactus@simplybusiness.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Hiscox Insurance Company Inc 10200 INSURED adept software llc 2625 Canyon Rd Escondido, California 92025 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITSLTRINSD WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO-LOC PRODUCTS - COMP/OP AGGJECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT(Ea accident) ANY AUTO BODILY INJURY (Per person) OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGEAUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT N / AOFFICER/MEMBEREXCLUDED? (Mandatory in NH)E.L. DISEASE - EA EMPLOYEEIf yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below A PROFESSIONAL LIABILITY X HIUS5048816XB 06/16/2025 06/16/2026 EACH CLAIM $1,000,000.00 AGGREGATE $1,000,000.00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is included as an additional insured on the Professional Liability policy per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Carlsbad, 1635 Faraday Ave. , Carlsbad, CA 92008 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C AC0Rb~ ~ I I □ - - ~ □ □ - -- -- -- -H I I I I I □ Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C ~ DA TE (MMfDDIYYYY) ACORD® CERTIFICATE OF LIABILITY INSURANCE \.._----· 06/09/2025 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 !Progressive Advantage Business Program NAME: Progressive Advantage Business Program PHONE I FAX PO Box 5316 (A/C, No, Ext): (844) 306-4926 (AIC No): Binghamton NY 13902 E-MAIL ADDRESS: commercialservice@homesite.com INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Midvale Indemnity Company 27138 INSURED INSURERB: adept software Uc INSURERC: 2625 Canyon Rd INSURERD: Escondido CA 92025 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 00000428058654 REVlSIONNUMBER: !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 SSUED 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 lYPEOF ADDL ~UBR POLICY corr t'ULICYEXP LIMITS LTR INSURANCE INSR W\/0 POLICY NUMBER (MM/Dt1YYYYl (MMIDD/YYYY) A COMMERCIAL GENERAL LIABILITY N N P00163280 06/01/2025 06/0112026 EACH OCCURRENCE ($1,000,000 IQ.AIMS-~ DAMAGE TO RENTED MAC€ OCCUR PREMiSES(Ea occurrence) $100,000 MED EXP (Any me person) $5,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMJT APPLIES PER: GENERAL AGGREGATE IB2,000,000 ~ POLICY □PRO-Doc PRODUCTS-COMPIOPAGG $2,000,000 JECT OTHER: F',UTOMOBILE LIABILl'TY COMBNED SINGLE UMIT (Ea occident) ,____ ANY AUTO SODIL Y INJURY (Per person) -OWNED AUTOS~ "-ONLY .__ SCHEDULED AUTO" l30DILY INwURY{Per accidect) HIRED AUTOS NON-OWNED f'ROF£RTY DAMAGE -ONLY .___ AUTOS ONLY Per eccidantl UMBRELLA LIAB H OCCUR EACH OCCURRENCE -EXCESSLIAB CLAIMSMADE AGGREGATE OED I RETENTION$ NORl(ERSCOMPENSATION IPER I 10:-AND EMPLOYERS' LIABILITY Y/N STATUTE /<NY PROPRIETORIPARTNER/EXECU □ • TIYE OFFICERIMEM8ER EXCLUDED? NIA E.L EACH ACCIDENT (Mandatory in NH) EL.DISEASE-EA lf yes, describe under EL DISEASE -POUCf LIMIT DESCRIPTION OF OPERATIONS below PROFESSIONAL LIABILITY OCCURRENCE AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Comouter Consultina CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CllY OF CARLSBAD ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE cf>~~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C ~,.,........., ® DATE (MM/DDIYVYYJ ACORD CERTIFICATE OF LIABILITY INSURANCE \,,_,.....,-" 06/09/2025 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 IProaressive Advantaae Business Proaram NAME: Progressive Advantage Business Program PHONE IFAX [A/C, No, Ext): (844) 306-4926 (A/C Nol: PO Box 5316 Binghamton NY 13902 E-MAIL ADDRESS: commercialservice@hornesite.com INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Midvale Indemnity Company 27138 INSURED INSURERS: adept software lie INSURERC: 2625 Canyon Rd Escondido CA 92025 INSURER □: INSURERE: INSURERF: COVERAGES CERnFICA TE NUMBER: 00000428058654 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE SSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDlTIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF ADDL SUBR POUc;y EFF POLICY EXP LIMITS L1R INSURANCE INSR wvo POLICY NUMBER IMM/DD'YYYYI (MM/00/YYYYl A COMMERCIAL GENERAL LIABILITY 'I f'l PP00163280 06/01/2025 06/01/2026 EACH OCCURRENCE $1,000,000 [:] DAMAGE TO RENTED OCCUR PREMISES (Ea occurrence) ~100,000 MEDEXP(Any person) $5,000 PERSONAL & ADV INJURY $1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 12,000,000 ~ POLICY. □PRO-Doc PRODUCTS-COMP/OP AGG $2,000.000 JECT OTHER ll,UTOMOBILE LIABILITY COMBINED 9 NGLE LI MiT (Ea accident) -AfJY AUTO BOQLY INJURY (Per person) ......_ -OWNED AUTOS -ONLY -SCHEDULED AUTO~ BODILY INJURY(Per occident) BIREDAUTOS NON-OWNED PROPERTY OA,\1AGE ONLY AUTOS ONLY Per acci ctentl -,--- UMBRELLA UAB H OCCUR ::ACH OCCURRENCE -EXCESS LIAB CLAIMSMADE 11\GGREGATE OED I RETENTION$ WORKERS COMPENSAllON l~;TUTE I IOTH- AND EMPLOYERS' LIABILITY YIN ER AW PROPR!ETOR/?ARTNERIEXECU n • TIVE OFFICER~~EMSER EXCLUDED? NIA EL EACH ACCIDB'lT (Mandatory in NH) EL DISEASE-EA !ryes, describe under EL DISEASE. POLICY LIMIT " "" OF OPERATIONS below PROFESSIONAL LIABILITY OCCURRENCE AGGREGATE DESCRIPllON OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ComPtJter ConsultinQ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ADEPTSOFTWARELLC ACCORDANCE WITH THE POLICY PROVISIONS. 2625 CANYON RD AUTHORIZED REPRESENTAllVE ESCONDIDO CA 92025 cfr-~~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 {2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 00 01 0413 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of16 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage'\ provided: {a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". Page 2 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; {ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or {iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location· in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 3 of16 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; Page 4 of 16 © Insurance Services Office, Inc, 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired . or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product'' or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, vvithdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work''; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to liability for damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACT A); or CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 5 of16 (4)Any federal, state or local statute,ordinance or regulation, other than theTCPA, CAN-SPAM Act of 2003 or FCRAand their amendments and additions, thataddresses, prohibits, or limits the printing,dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill -Limits Of Insurance. COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY 1.Insuring Agreement a.We will pay those sums that the insuredbecomes legally obligated to pay as damagesbecause of "personal and advertising injury" towhich this insurance applies. We will have theright and duty to defend the insured againstany "suit" seeking those damages. However,we will have no duty to defend the insuredagainst any "suit" seeking damages for"personal and advertising injury" to which thisinsurance does not apply. We may, at ourdiscretion, investigate any offense and settleany claim or "suit" that may result. But: (1)The amount we will pay for damages islimited as described in Section Ill -LimitsOf Insurance; and (2)Our right and duty to defend end when wehave used up the applicable limit ofinsurance in the payment of judgments orsettlements under Coverages A or B ormedical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b.This insurance applies to "personal andadvertising injury" caused by an offense arisingout of your business but only if the offense wascommitted in the "coverage territory" during thepolicy period. 2.Exclusions This insurance does not apply to: a.Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by orat the direction of the insured with theknowledge that the act would violate the rightsof another and would inflict "personal andadvertising injury". b.Material Published With Knowledge OfFalsity "Personal and advertising injury" arising out oforal or written publication, in any manner, ofmaterial, if done by or at the direction of theinsured with knowledge of its falsity. c.Material Published Prior To Policy Period "Personal and advertising injury" arising out oforal or written publication, in any manner, ofmaterial whose first publication took placebefore the beginning of the policy period. d.Criminal Acts "Personal and advertising injury" arising out ofa criminal act committed by or at the directionof the insured. e.Contractual Liability "Personal and advertising injury" for which theinsured has assumed liability in a contract oragreement. This exclusion does not apply toliability for damages that the insured wouldhave in the absence of the contract oragreement. f.Breach Of Contract "Personal and advertising injury" arising out ofa breach of contract, except an impliedcontract to use another's advertising idea inyour "advertisement". g.Quality Or Performance Of Goods -FailureTo Conform To Statements "Personal and advertising injury" arising out ofthe failure of goods, products or services toconform with any statement of quality orperformance made in your "advertisement". h.Wrong Description Of Prices "Personal and advertising injury" arising out ofthe wrong description of the price of goods,products or services stated in your"advertisement". Page 6 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "a dve rtiseme nt". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or seNice provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a mtlitary force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; {2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACT A); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 7 of16 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COVERAGE C-MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury"· a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES A ANDB 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the appllcable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit''. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Page 8 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemn itee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist betvveen the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2} of Section I -Coverage A -Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 9 of16 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company}, to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other ''volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or ''volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION Ill -LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. Page 10 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 11 of 16 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage11 to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos11 or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, 6r the products and completed operations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment''. 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker''. "Employee" does not include a "temporary worker". 6. "Executive officer'' means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 13 of 16 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 10. "Leased worker'' means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker'' does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. Page 14 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement''. 15."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product'' or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products- completed operations are subject to the General Aggregate Limit. 17."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. CG 00 01 0413 © Insurance Services Office, Inc., 2012 Page 15 of 16 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. 11Suit'' means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suir includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19."Temporary worker'' means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 20. "Volunteer worker'' means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21."Your product'': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your produce'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work"· a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 16 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 0413 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 32 34 01 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY The term "spouse" is replaced by the following: Spouse or registered domestic partner under Califor- nia law. CG 32 34 01 05 © ISO Properties, Inc., 2004 Page 1 of 1 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C IL 02 70 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. IL 02 70 0912 © Insurance Services Office, Inc., 2012 Page 1 of4 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you 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. (6) A determination by the Commissioner of Insurance that the: {a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or {b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured at the mailing address shown in the policy, and to the producer of record, at least { 1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. B. The following provIsIon is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part -Farm Property -Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage_ we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part - Causes Of Loss -Special Form; or (2) Farm Coverage Part -Causes Of Loss Form -Farm Property, Paragraph D. Covered Causes Of Loss -Special. Page 2 of4 © Insurance Services Office, Inc., 2012 IL 02 70 09 12 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C C. The following is added and supersedes any provisions to the contrary: Nonrenewal 1. Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part -Farm Property -Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below. b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the· approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority, that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part - Causes Of Loss -Special Form; or (2) Farm Coverage Part -Causes Of Loss Form -Farm Property, Paragraph D. Covered Causes Of Loss -Special. 3. We are not required to send notice of non renewal 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. IL 02 70 09 12 © Insurance Services Office, Inc., 2012 Page 3 of4 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.1. c. If you have obtained replacement coverage, or if the first 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 you are notified at the time of issuance that it will not be renewed. e. If the first 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 have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph C.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. Page 4 of4 © Insurance Services Office, Inc., 2012 IL 02 70 09 12 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C IL N 018 01 22 CALIFORNIA FRAUD STATEMENT For your protection, California law requires the following to appear on this form: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. IL N 018 01 22 © Insurance Services Office, Inc., 2021 Page 1 of 1 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C POLICY NUMBER: CP00163280 COMMERCIAL GENERAL LIABILITY CG 03 00 01 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEDUCTIBLE LIABILITY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Coverage Bodily Injury Liability OR Property Damage Liability OR Bodily Injury Liability and/or Property Damage Liability Combined SCHEDULE Amount and Basis of Deductible PER CLAIM or PER OCCURRENCE $ $ 0 $ $ 500 $ $ (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) APPLICATION OF ENDORSEMENT (Enter below any limitations on the application of this endorsement. If no limitation is entered, the deductibles apply to damages for all "bodily injury" and "property damage", however caused): A. Our obligation under the Bodily Injury Liability and Property Damage Liability Coverages to pay dam- ages on your behalf applies only to the amount of damages in excess of any deductible amounts stated in the Schedule above as applicable to such coverages. B. You may select a deductible amount on either a per claim or a per"occurrence" basis. Your selected de- ductible applies to the coverage option and to the basis of the deductible indicated by the placement of the deductible amount in the Schedule above. The deductible amount stated in the Schedule above applies as follows: 1. PER CLAIM BASIS. If the deductible amount in- dicated in the Schedule above is on a per claim basis, that deductible applies as follows: a. Under Bodily Injury Liability Coverage, to all damages sustained by any one person be- cause of "bodily injury"; b. Under Property Damage Liability Coverage, to all damages sustained by any one person because of "property damage"; or c. Under Bodily Injury Liability and/or Property Damage Liability Coverage Combined, to all damages sustained by any one person be- cause of: (1) "Bodily injury"; (2) "Property damage"; or (3) "Bodily injury" and "property damage" combined as the result of any one "occurrence" If damages are claimed for care, loss of services or death resulting at any time from "bodily in- jury", a separate deductible amount will be ap- plied to each person making a claim for such damages. With respect to "property damage", person in- cludes an organization. CG 03 00 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of2 □ Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C 2. PER OCCURRENCE BASIS. If the deductible amount indicated in the Schedule above is on a "per occurrence" basis, that deductible amount applies as follows: a. Under Bodily Injury Liability Coverage, to all damages because of "bodily injury"; b. Under Property Damage Liability Coverage, to all damages because of "property dam- age"; or c. Under Bodily Injury Liability and/or Property Damage Liability Coverage Combined, to all damages because of: (1) "Bodily injury"; (2) "Property damage"; or (3) "Bodily injury" and "property damage" combined as the result of any one "occurrence", regard- less of the number of persons or organizations who sustain damages because of that "occur- rence". C. The terms of this insurance, including those with re- spect to: 1. Our right and duty to defend the insured against any "suits" seeking those damages; and 2. Your duties in the event of an "occurrence", claim, or "suit" apply irrespective of the application of the deducti- ble amount. D. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. Page 2 of2 Copyright, Insurance Services Office, Inc., 1994 CG 03 00 01 96 □ Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C POLICY NUMBER: CP00163280 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -ATHLETIC OR SPORTS PARTICIPANTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Description of Operations: All operations associated with adept software 11c (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to any operations shown in the Schedule, this insurance does not apply to "bodily injury" to any person while practicing for or participating in any sports or athletic contest or exhibition that you sponsor. CG 21 0111 85 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 □ Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 21060514 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA-RELATED LIABILITY -WITH LIMITED BODILY INJURY EXCEPTION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion 2.p. of Section I -Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. B. The following is added to Paragraph 2. Exclusions of Section I -Coverage B - Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. CG 21060514 © Insurance Services Office, Inc., 2013 Page 1 of 1 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 214712 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYMENT-RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph 2., Exclusions of Section 1-Coverage A-Bodily In- jury And Property Damage Liability: This insurance does not apply to: "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment- related practices described in Paragraphs (a), (b}, or (c) above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and (3) To any obligation to share damages with or re- pay someone else who must pay damages be- cause of the injury. B. The following exclusion is added to Paragraph 2., Exclusions of Section 1-Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to: "Personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis- crimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before employment, during employment or after em- ployment of that person; (2) Whether the insured may be liable as an em- ployer or in any other capacity; and (3) To any obligation to share damages with or re- pay someone else who must pay damages be- cause of the injury. CG 214712 07 © ISO Properties, Inc., 2006 Page 1 of1 □ Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 21500413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF LIQUOR LIABILITY EXCLUSION Th is endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following replaces Exclusion c. under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability: 2. Exclusions This insurance does not apply to: c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises, for consumption on your premises; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. This exclusion applies only if you: (1) Manufacture, sell or distribute alcoholic beverages; (2) Serve or furnish alcoholic beverages for a charge whether or not such activity: (a) Requires a license; (b) Is for the purpose of financial gain or livelihood; (3) Serve or furnish alcoholic beverages without a charge, if a license is required for such activity; or (4) Permit any person to bring any alcoholic beverages on your premises, for consumption on your premises. CG 2150 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 21700115 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. CG 2170 0115 © Insurance Services Office, Inc., 2015 Page 1 of 1 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 22 88 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROFESSIONAL LIABILITY EXCLUSION - ELECTRONIC DATA PROCESSING SERVICES AND COMPUTER CONSUL TING OR PROGRAMMING SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render electronic data processing, computer consulting or computer programming services, advice or instruction by: 1. The insured; or 2. Any person or organization: a. For whose acts, errors or om1ss1ons the insured is legally responsible; or b. From whom the insured assumed liability by reason of a contract or agreement. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render electronic data processing, computer consulting or computer programming services, advice or instruction as described above. CG 22 88 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C COMMERCIAL GENERAL LIABILITY CG 24 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF INSURED CONTRACT DEFINITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The definition of "insured contract" in the Definitions section is replaced by the following: "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or su1Yeyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. CG 24 26 0413 © Insurance Se,vices Office, Inc., 2012 Page 1 of1 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C IL 00 210908 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nucle- ar energy liability policy issued by Nuclear Energy Liability Insurance Association, Mu- tual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of li- ability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily inju- ry" resulting from the "hazardous properties" of "nuclear material" and arising out of the opera- tion of a "nuclear facility" by any person or or- ganization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- ous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "spe- cial nuclear material" or "by-product material". IL 00 21 09 08 © ISO Properties, Inc., 2007 Page 1 of2 □ Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentra- tion of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or or- ganization of any "nuclear facility" included under the first two paragraphs of the definition of "nucle- ar facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packag- ing "waste"; (c) Any equipment or device used for the pro- cessing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutoni- um or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. Page 2 of2 © ISO Properties, Inc., 2007 IL 00 210908 □ Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C POLICY NUMBER: CP00163280 IL 09 85 0115 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE -PART I Terrorism Premium (Certified Acts) $ 0 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Coverage Form(s) and/or Policy(ies): General Liability Coverage Part Additional information, if any, concerning the terrorism premium: SCHEDULE -PART II Federal share of terrorism losses 80 % Year: 20 25 (Refer to Paragraph B. in this endorsement) Federal share of terrorism losses 80 % Year: 20 26 (Refer to Paragraph B. in this endorsement) Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. IL 09 85 0115 © Insurance Services Office, Inc., 2015 Page 1 of2 Docusign Envelope ID: BA025517-A136-4CC9-9EB1-A88B55DD026C B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Page 2 of2 © Insurance Services Office, Inc., 2015 IL 09 85 0115