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Granicus LLC; 2024-07-01;
Page 1 City Attorney Approved Version 12/22/2023 AGREEMENT FOR VIDEO STREAMING SEVICES GRANICUS, LLC THIS AGREEMENT is made and entered into as of the 1st day of July, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Granicus, LLC, a Minnesota Limited Liability Company ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in video streaming services for scheduled meetings as outlined in the attached Exhibit A. B. Contractor has the necessary experience in providing professional services and advice related to video streaming services for scheduled meetings as outlined in the attached Exhibit A. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. 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 nd conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional and workmanlike manner in accordance with generally accepted industry standards for the software consulting industry practicing in the Metropolitan Southern California area. Contractor will use reasonable commercial efforts to complete the Services in accordance with this Agreement. 3. WARRANTY period following completion of the Services, City will promptly notify Contractor in writing specifying in reasonable detail any alleged non-conformities in the Services. Upon receipt of notice and a determination that the Services did fail to comply with this warranty, Contractor will, as City exclusive remedy, promptly re-perform any such Services in accordance with this Agreement. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CONTRACTOR DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CITY REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. Notwithstanding the aforementioned, Contractor warrants that the software will perform substantially in material accordance with the Agreement and applicable software documentation regarding existing functionality provided by Contractor; no new or different functionality is promised hereunder. Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B Agreement's terms a If the Services fail to comply with this warranty during the "Warranty Period," which is the thirty {30) day 's sole and 'S Page 2 City Attorney Approved Version 12/22/2023 4. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written . The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s) ) 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 the Initial Term and all Renewal Terms are collectively, t . 5. RESERVED 6. COMPENSATION The total fee payable for the Services to be performed during the Initial Term shall not exceed two hundred fifty-four thousand eighteen dollars and ninety-nine cents ($254,018.99). 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, the two extension years combined shall not exceed one hundred ninety-one thousand two hundred nineteen dollars and eighty cents ($191,219.80). Overall, the Term of this Agreement shall not exceed four hundred forty-five thousand two hundred thirty- eight dollars and seventy-nine cents ($445,238.79) . The Services are annual subscriptions paid up front prior to commencement of the annual subscription service period. City will remit payment of the fees due within thirty (30) days of receipt of an accurate invoice from Contractor with invoices being issued on July 1 of each Term year. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 7. 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 the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. Subcontractors do not include entities that provide general services on behalf of Contractor such as co- location or hosting providers, third party auditors or security contractors. Subcontractors will only include those third parties engaged specifically by Contractor to perform services directly to the City. If Contractor Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B {"Initial Term") {each, a "Renewal Term" he "Term" as specified in Exhibit "A" subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct Page 3 City Attorney Approved Version 12/22/2023 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. GENERAL 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 third party claims, damages, losses and expenses including reasonable 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. - 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. 11. INTELLECTUAL PROPERTY INDEMNIFICATION Indemnification. Contractor shall indemnify, defend, and hold harmless City from and against any and all Third Party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements, damages, expenses and costs (including reasonable atto to the extent arising out of any claims that Contractor products and Services infringe a valid U.S. third party intellectual property right. The foregoing provisions of this section shall not apply to the extent the Damages relate to or arise out of: (i) City Data; (ii) City Content; or (iii) unauthorized use and/or alteration of the software by City . Infringement Cures. Should the software or any part t opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure for City the right to use and access infringement; or (ii) replace or modify the Affected Software with a non-infringing substitute otherwise materially complying with the functionality of the replaced system; or (iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the Affected Software and refund unused prepaid fees. However, in the event Contractor exercises option (iii), Contractor shall provide City with 90 days of use and access to the Affected Software prior to termination and refund any prepaid fees for the then-remaining or unexpired portion of the Agreement term. With regard to any claim subject to indemnification pursuant to this Section 11: (i) the City shall promptly notify the Contractor upon becoming aware of the claim; (ii) the Contractor shall promptly assume sole defense and control of such claim upon becoming aware thereof; and (iii) the City shall reasonably Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B attorney's 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 rney's fees and related court costs and expenses) (collectively, "Damages") or City's contractors hereof become, or in Contractor's reasonable the infringing or potentially infringing item(s) of the software ("Affected Software") free of any liability for Page 4 City Attorney Approved Version 12/22/2023 cooperate with the Contractorregarding such claim. Nevertheless, the Citymay(but is under no obligation to) reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such claim without the s prior written consent. The Contractor shall not settle or compromise any claim in any manner that imposes any obligations upon the City without the prior written consent of the City. 12. LIABILITY EXCEPT FOR (i) CONTRACTOR INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE), SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000 USD). THE PARTIES SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. 13. 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 employees or subcontractors. The insurance will be obtained from an insurance carrier 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 t of Approved Surplus Line Insurers OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 13.1 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. 13.1.1 Commercial General Liability (CGL) Insurance. 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. 13.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 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. Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B Contractor' 'S ; OR {iii) LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW, EACH PARTY'S MAXIMUM connection with performance of the services by Contractor or Contractor's agents, representatives, with a surplus line insurer on the State of California's Lis {LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; ________________ Insurance written on an "occurrence" basis, Page 5 City Attorney Approved Version 12/22/2023 13.1.4 Professional Liability. with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 The City will be included as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 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. 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 13.4 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. 13.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Upon reasonable notice by the City, 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 three (3) years from the date of final payment under this Agreement. 16. RESERVED 17. LICENSING / PERMITTED USE Contractor products and Services are purchased by City as subscriptions. Contractor hereby grants and City hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B ________ Errors and omissions liability appropriate to Contractor's profession Page 6 City Attorney Approved Version 12/22/2023 right to use Contractor products and Services during the term of this Agreement. Contractor reserves all right, title and interest in Contractor products and Services, the documentation and resulting product including all related intellectual property rights. No implied licenses are granted to City. City can only use products to share content that is created by or owned by City and/or content for affiliated organizations, provided that use by City for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the products. Contractor is not responsible for any content used, uploaded or migrated by City or any third party. City grants Contractor a limited, non-exclusive right during the Term to access and use the content to provide the products and Services. Content does not include user feedback related to the products or Services, which Contractor is free to use without any further permission or consideration to City. In addition, Content does not include data generated by use of the products, including system data and data derived from Content in an aggregated and anonymized form, which may be used by Contractor for any and all business purposes including diagnostics and system and product improvements. Contractor name, logo, and the product names are trademarks of Contractor, and no right or license is granted to use them. City assigns to Contractor any suggestion, enhancement, request, recommendation, correction or other feedback provided by City relating to the use of Contractor products and Services. City shall not: (i) Misuse any Contractor resources or cause any disruption, including but not limited to, the display of adult content, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of third parties; (iii) Use Contractor products and Services in a manner in which system or network resources are unreasonably denied to third parties; (iv) Use the products and Services as a door or signpost to another server; (v) Access or use any portion of Contractor products and Services except as expressly allowed by this Agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of Contractor products and Services; (vii) Use products and Services for any unlawful purposes; (viii) Export or allow access to Contractor products and Services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease Contractor products and Services, or any portion thereof, for third party use; or (x) Modify, adapt, or use Contractor products and Services to develop any software application intended for resale which uses Contractor products and Services in whole or in part. Each party retains its rights in its pre-existing intellectual property. The City retains all right, title and interest in and to the City The City grants to Contractor all necessary licenses and rights in and to the City data as necessary for Contractor to provide Services to the City. The City is responsible for the City data including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any intellectual property rights ownership or right to use the foregoing. Contractor grants City a non-exclusive, non-transferable, royalty-free, perpetual license to use the deliverables on behalf of and for the benefit of City independently and with Contractor products. by Contractor for City pursuant to a SOW. Contractor retains all right, title and interest to the Deliverables except for those rights expressly granted to City and reserves all rights not otherwise expressly granted herein. 18. CONFIDENTIAL INFORMATION It is expected that one Party may disclose to the other Party certain information which may be considered confidential or trade secret information ( include: (i) non- Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B 's data. 's 's "Deliverable(s)" means any computer software, written documentation, reports or materials developed "Confidential Information"). Confidential Information shall public information if it is clearly and conspicuously marked as "confidential" or with a Page 7 City Attorney Approved Version 12/22/2023 similar designation at the time of disclosure; (ii) non-public information of a Party if it is identified as confidential or proprietary before, during, or promptly after presentation and (iii) any information that should be reasonably understood to be confidential or proprietary to a Party, given the nature of the information and the context in which disclosed. Subject to the California Public Records Act (CA Government Code § 6250 et seq.), California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.), and other applicable laws, each Party agrees to receive and hold any Confidential Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the other Party; (iii) not to use any Confidential Information for any purpose other than for performance under this Agreement; (iv) to restrict access to Confidential Information to those of its employees, agents, and contractors who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) to exercise at least the same standard of care and security to protect the Confidential Information received by it as it protects its own confidential information. If a Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the other Party as promptly as practicable so that such Party may seek a protective order or waiver for that instance. Confidential Information shall not include information which: (i) is or becomes public knowledge through received by a Party from a third party without any duty of confidentiality; (iv) is independently developed the prior written consent of the Parties. Each Party shall return or destroy the Confidential Information upon written request by the other Party; provided, however, that each Party may retain one copy of the Confidential Information in order to comply with applicable law. City understands and agrees that it may not always be possible to completely remove or delete all Confidential Information from Contractor s databases without some residual data. Disclosing Party may be irreparably damaged if the obligations under this section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving 19. 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. 20. 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: Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B no fault of either Party; {ii) was in a Party's possession before receipt from the other Party; {iii) is rightfully by a Party without use or reference to the other Party's Confidential Information; or {v) is disclosed with Party's obligations under this section or any other appropriate equitable order or decree. from City's data Page 8 City Attorney Approved Version 12/22/2023 For City:For Contractor: Name Maria Callander Name Granicus, LLC Title IT Director Title Attn: Contracts Dept IT Department Address 1152 15th Street NW, Suite 800 CITY OF CARLSBAD WASHINGTON DC 20005 Address 1635 Faraday Ave Phone 1-800-314-0147 Carlsbad, CA 92008 Email contracts@granicus.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. 21. 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 22. 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. 23. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -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. Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B □ Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light City Attorney Approved Version 12/22/2023 Page 9 24. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 25. 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. Notwithstanding the foregoing, disputes relating to intellectual property and confidential information shall be brought before a court of competent jurisdiction. Furthermore, nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 26. 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 and Contractor fails to cure such breach within thirty (30) days after receipt of such notice. If City decides to abandon the work or services contemplated by this Agreement, City may terminate this Agreement for convenience upon sixty (60) days advance written notice to Contractor. Upon notification of termination, City will have thirty (30) days from the expiration date of a subscription to extract or download any content stored in the Contractor products. Contractor has no obligation to retain any content after such thirty (30)-day period nor is Contractor responsible for extracting the data on City written agreement and the payment of additional fees. Contractor may terminate this Agreement for breach by notifying City by certified mail of the termination and City fails to cure such breach within thirty (30) days after receipt of such notice. Contractor may terminate this Agreement for convenience upon sixty (60) days advance written notice to City and shall refund any prorated prepaid fees. 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. 27. 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 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. 28. 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 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B 's behalf absent separate City Attorney Approved Version 12/22/2023 Page 10 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. 29. JURISDICTION AND VENUE This Contract will be governed by the laws of the State of California regardless of conflict of laws 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. 30. 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. 31. 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. (SIGNATURE PAGE FOLLOWS) Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B City Attorney Approved Version 12/22/2023 Page 11 32. 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 _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Granicus, LLC, a Minnesota Limited Liability Company By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Senior Deputy 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: 0827804D-CB43-4EA8-A 1 E8-C2A020A6E258 2nd August Bernadette Foley sr. Manager , Renewals By: j~ R., "'Mt-~ Senior Deputy City Clerk City Attorney Approved Version 12/22/2023 Page 12 EXHIBIT A SCOPE OF SERVICES AND FEE ORDER DETAILS Prepared By: Korgbae Freeman Phone: Email: korgbae.freeman@granicus.com Order #: Q-328266 PRODUCT DESCRIPTIONS Solution Description Custom of Indexed Meetings per year - Includes Media On- Demand, 24/7 LIVE Stream and up to 120 hours of additional specialty content per year (No staff involvement Hands Free). CaptionLive Standard (Automation with PM) CaptionLive Standard - Automated Transcription Service in English with text cleanup, per hour PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Custom Annual 1 Each $80,577.00 CaptionLive Standard (Automation with PM) Annual 1 Hours $0.00 For the period 07/01/24 06/30/25 SUBTOTAL: $80,577.00 Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Custom Annual 1 Each $84,605.85 CaptionLive Standard (Automation with PM) Annual 1 Hours $0.00 For the period 07/01/25 06/30/26 SUBTOTAL: $84,605.85 Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Custom Annual 1 Each $88,836.14 CaptionLive Standard (Automation with PM) Annual 1 Hours $0.00 For the period 07/01/26 06/30/27 SUBTOTAL: $88,836.14 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B EASE™ EASE™ Custom Managed Service Saas: Up To A Custom Amount (EASE™) - EASE™ - EASE™ - EASE™ - City Attorney Approved Version 12/22/2023 Page 13 Optional Years Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Custom Annual 1 Each $93,277.95 CaptionLive Standard (Automation with PM) Annual 1 Hours $0.00 For the period 07/01/27 06/30/28 SUBTOTAL: $93.277.95 Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Custom Annual 1 Each $97,941.85 CaptionLive Standard (Automation with PM) Annual 1 Hours $0.00 For the period 07/01/28 06/30/29 SUBTOTAL: $97,941.85 FINANCIAL SUMMARY BILLING INFORMATION Billing Contact: IT Dept Applications Manager Purchase Order Required? [ ] - No [ X ] - Yes Billing Address: 1635 Faraday Ave Carlsbad, CA 92008 PO Number: If PO required Pending Billing Email: Renewals@carlsbadca.gov Billing Phone: 442.339.5701 EASE Solution Built upon years of industry experience, Extensible Automated Streaming Engine (EASE) is a software framework comprised of foundation and extension modules that work together to automate many otherwise manually intensive tasks. This completely hands-off solution meets the current and future needs of your entity without creating any additional work for clerks or webmasters. Term Range Amount 07/01/24-06/30/25 80,577.00 07/01/25-06/30/26 84,605.85 07/01/26-06/30/27 88,836.14 Agreement Amount 254,018.99$ 07/01/27-06/30/28 93,277.95 07/01/28-06/30/29 97,941.85 Agreement Amount with Optional Terms 445,238.79$ Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B EASE™ - EASE™ - City Attorney Approved Version 12/22/2023 Page 14 Video Capture and Encoding EASE Encoder records content according to your broadcast schedule and transfers the recorded audio/video to the Contractor Content Network via a secure Virtual Private Network (VPN) connection, making it available for live and/or on-demand streaming. Indexing and Cross Linking Using your published meeting agendas as a guide, Contractor Division (SMSD) indexes the meetings without any work from the staff. SMSD will annotate your content by adding jump-to points with specific item headings, giving users the greatest flexibility to find the specific content they need. With these jump-to points, users can step through video by searching for or clicking specific items. Agenda Management Integration If meeting packets or other related information are available online, SMSD will link them directly to the video player for easy access. Contractor all Document/Agenda Management solutions. Archiving Client audio/video can be stored securely on the Contractor Content Network indefinitely. Fault tolerance and high availability is assured through replication of audio/video content to multiple, geographically redundant, Storage Area Networks (SAN). Our standard packages include unlimited storage for meetings and special content. Presentation By navigating through the video library, end users can view a list of meetings chronologically and once in a selected meeting end users can unleash the power of the jump-to markers to search for specific points within individual audio/video clips. Delivery In order to deliver on-demand content to end users in a format that is native to their Contractor can deliver content in all major streaming video formats: HTML5, Flash, Windows Media, QuickTime and Real. Contractor is proud to support HTML5 and Flash as its default formats, which has proven itself as the format of choice from such vendors as YouTube, Google Video, Facebook, ABC and NBC/Universal. Monitoring Contractor is monitoring all aspects of the Contractor Content Network to ensure its health and availability. This monitoring extends to cover remote Contractor EASE Encoders deployed on client premises. In the rare event of trouble our engineers are promptly notified so that they may dispatch a swift response in accordance with our support procedures. Statistics Contractor collates log files from our streaming servers monthly and processes them with the industry recognized Google Analytics. Google Analytics generates reports Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B • • 's Managed Service • 's EASE solution integrates with • • • computer's operating system, • • City Attorney Approved Version 12/22/2023 Page 15 ranging from high-level, executive overviews to in depth quality of service statistics. These reports help to highlight growth trends and identify popular content. Support Basic support and maintenance services provided to the City for Contractor products product subscription or maintenance during the Term and will be provided in accordance with the Service Level Agreement set forth at www.granicus.com/legal/licensing. Contractor may update its Support obligations under this Agreement, so long as the level of Support agreed to by the parties is not materially diminished due to such modification. Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B • ("Support") is included in the fees paid for the Administrative Services Information Technology Department 1635 Faraday Avenue Carlsbad, CA ZIP 92008 760-602-2450 Memorandum June 7, 2021 To:Roxanne Muhlmeister, Purchasing Officer From:Ruthann Pearlman, IT Client Services Manager Via:Maria Callander, IT Director Re:Request for Exemption of Competitive Bidding for Swagit Productions, LLC. The purpose of this letter is to request authorization of an exemption to the bidding process per Purchasing Code 3.28.110 (N) Exemptions. This code provides a bidding exemption for professional services when solicitations of bids are not in the best interests of the city. Staff currently retains the services of Swagit Productions, LLC. to provide professional multimedia services that include live video streaming broadcasts, on-demand video indexing and archiving (storage) services for all City Council and Planning Commission meetings. The city wishes to expand the use of Swagit services to include broadcasting of all boards and commissions meetings (See Attachment A). The additional services results in a total annual agreement cost of up to $111,540. The city’s procurement rules state that any procurement of professional services over $30,000 require a formal bidding process. Staff is seeking approval from the Purchasing officer for an exemption to the bidding process. Swagit Productions has provided professional multimedia services since September 20, 2016. It is in the best interest of the city to continue with Swagit Productions, LLC for the following reasons: 1. Fourteen years of previous meetings are stored and available for viewing to the public on the Swagit platform and it would be a lengthy and costly process to move them to a new platform. The move to a new platform might also cause a loss in functionality. 2. Carlsbad residents and users of the city’s website are familiar with the Swagit platform. Continuing to use Swagit will avoid having to require our residents to learn a new technology and will provide a convenient and consistent viewing experience across all city meetings. 3. The Swagit platform also provides closed captioning of all meetings without the need to engage additional third-party resources. Approval for Exemption _______________________________________________ Roxanne Muhlmeister, Purchasing Officer Date Docusign Envelope ID: 0827804D-CB43-4EA8-A 1 E8-C2A020A6E258 6/8/2021 {city of Carlsbad Memo – Swagit Sole Source Request June 7, 2021 Page 2 Attachments: A. Memo to City Council via Assistant City Manager re: Board and Commission Meetings, February 25, 2021. CC: Maria Callander, IT Department Director Cindie McMahon, Assistant City Attorney Brent Gerber, Senior Management Analyst Shea Sainz, Senior Contract Administrator Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC CA License #OF15767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 (415) 568-4000 Granicus, Inc Host Compliance, LLC Granicus, LLC 408 Saint Peter Street Suite 600 Saint Paul MN 55102GRAIN01 ACE American Insurance Company 22667 Riverport Insurance Company 36684 Berkley National Insurance Company 38911 X X 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X X X X Comp $100 DedX Coll $1,000 Ded 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX N X 1,000,000 1,000,000 1,000,000 Prof. Liab/TechE&O/CyberNetwork Sec & Privacy $5M per claim/aggregate A TCP 7024348-10 10/20/2023 10/20/2024 A TCP 7024348-10 10/20/2023 10/20/2024 B F16817867 002 12/15/2023 10/20/2024 C TWC 7024349-10 10/20/2023 10/20/2024 NOT APPLICABLE 10/20/2024 1424321 Y Y Y Y N 12/14/2023 N N 15060404 15060404 XXXXXXX City of Carlsbad 1200 Carlsbad Village DrCarlsbad CA 92008-1949 RE: The City of Carlsbad, its officials, employees and volunteers are an Additional Insured with respect to liability arising out of the operations of the insured and to the extentprovided by the policy language or endorsement issued or approved by the insurance carrier. Waiver of Subrogation applies per attached endorsement(s) or policylanguage. Insurance provided to Additional Insured(s) is primary and non-contributory as per the attached endorsements or policy language. X X See Attachments Docusign Envelope ID: 0827804D-CB43-4EA8-A 1 E8-C2A020A6E258 ~ ACORD® I ~ I f--D □ f-- f-- Fl □ □ f-- f--~ f--f-- f--f-- f--H I I I I I □ To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 15060404. Email:PacificeDelivery@lockton.com Phone: (213) 689-2300 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Insurance Brokers, LLC License #0F15767 777 S Figueroa Street, 52nd Fl / Los Angeles, CA 90017-5524 213-689-0065 / FAX: 213-689-0550 lockton.com Attachment Code: D568356 Master ID: 1424321, Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B • • Lockton Insurance Brokers, LLC -Pacific Series Policy Number: TCP 7024348-10 G-00000-A (Ed. ) It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. 3. 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. 20. Unintentional Failure To Disclose Hazards 21. G-00000-A Page 1 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B Additional Insured -Primary And Non-Contributory To Additional lnsured's Insurance Bodily Injury -Expanded Definition Expected Or Intended Injury -Exception for Reasonable Force Legal Liability -Damage To Premises Personal And Advertising Injury -Discrimination or Humiliation Property Damage -Patterns, Molds and Dies Waiver of Subrogation -Blanket Policy Number: TCP 7024348-10 G-00000-A (Ed. ) 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K.below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part; and (2)was executed prior to: (a)the bodily injury or property damage; or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement; or (2)coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or liability for bodily injury,property damage or personal and advertising injury arising out of: 1.Named Insured; or 2.premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such liability for bodily injury,property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or liability for bodily injury,property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury,property damage or personal and advertising injury caused, in whole or in part, by the Named maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G-00000-A Page 2 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B organization's such person or organization's financial control of a co-owner's organization's lnsured's Policy Number: TCP 7024348-10 G-00000-A (Ed. ) F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or real estate manager, but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or liability for bodily injury,property damage or personal and advertising injury arising out of the ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political bodily injury,property damage or personal and advertising injury arising out of: 1.the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a.the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b.the construction, erection, or removal of elevators; or c.the ownership, maintenance or use of any elevators covered by this insurance; or 2.the permitted or authorized operations performed by a Named Insured or on a Named behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury,property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1.With respect to a Named participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or liability for bodily injury,property damage or personal and advertising injury caused by: a.the acts or omissions; or b.the acts or omissions of those acting on the behalf, in the performance of the Named ongoing operations at the trade show event premises during the trade show event. 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. G-00000-A Page 3 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B lessor's receiver's Named lnsured's State or Governmental Agency or Subdivision or Political Subdivisions -Permits subdivision's liability for lnsured's provision's lnsured's organization's Named lnsured's Named lnsured's lnsured's Policy Number: TCP 7024348-10 G-00000-A (Ed. ) J. Vendor Any person or organization but only with respect to such person or liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1.The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b.any express warranty unauthorized by the Named Insured; c.any physical or chemical change in any product made intentionally by such person or organization; d.repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e.any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.demonstration, installation, servicing or repair operations, except such operations performed at such g.products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d. or f.above; or (2)such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2.This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3.This Paragraph J. also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A.through J.above. Such additional insured is an Insured solely for bodily injury,property damage or personal and advertising injury for which such additional insured is liable because of the acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor G-00000-A Page 4 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B organization's person or organization's premises in connection with the sale of a product; Named lnsured's Policy Number: TCP 7024348-10 G-00000-A (Ed. ) 2.for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a.this Coverage Part provides such coverage; b.the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c.the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B.With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K.of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3.Pursuant to the limitations described in Paragraph 4.below, any organization in which a Named Insured has management control: a.on the effective date of this Coverage Part; or G-00000-A Page 5 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE BODILY INJURY -EXPANDED DEFINITION Insurer's lnsured's lnsured's Policy Number: TCP 7024348-10 G-00000-A (Ed. ) b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership or joint venture; or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A.owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B.having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4.With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3.above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5.The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such acts, errors or omissions in the conduct of the business. 7. Under COVERAGES,Coverage A Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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 or property damage resulting from the use of reasonable force to protect persons or property. G-00000-A Page 6 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B endorsement's spouses' Named lnsured's EXPECTED OR INTENDED INJURY -EXCEPTION FOR REASONABLE FORCE Policy Number: TCP 7024348-10 G-00000-A (Ed. ) 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES,Coverage A Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2)with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the primary business purpose, and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B.Under COVERAGES,Coverage A Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii.add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i.add the following definitions: Health care incident means an act, error or omission by the Named employees or volunteer workers in the rendering of: G-00000-A Page 7 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B Named lnsured's lnsured's individual's lnsured's Policy Number: TCP 7024348-10 G-00000-A (Ed. ) a. professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii.delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: the employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employment by the Named Insured or while performing duties related to the conduct of the Named business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the business; when such bodily injury arises out of a health care incident. the volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the business; and (2) bodily injury to an employee while in the course of the employment by the Named Insured or while performing duties related to the conduct of the Named business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs (a),(b),(c) and (d) of Paragraph 2.a.(1)of WHO IS AN INSURED. c.add the following: Insured does not include any physician while acting in his or her capacity as such. G-00000-A Page 8 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B • Named lnsured's employee's lnsured's Named lnsured's . Named lnsured's Named lnsured's employee's lnsured's Policy Number: TCP 7024348-10 G-00000-A (Ed. ) D.The Other Insurance condition is amended to delete Paragraph b.(1)in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1)To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date; and c.there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. A.Under COVERAGES, Coverage A Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6)of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3)and (4)of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B.Under COVERAGES, Coverage A Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit) and replace it with the following: 6.Subject to Paragraph 5.above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: G-00000-A Page 9 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B lnsured's LEGAL LIABILITY -DAMAGE TO PREMISES Policy Number: TCP 7024348-10 G-00000-A (Ed. ) a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D.The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii)That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the care, custody or control; E.This Provision 11.does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7.(the Medical Expense Limit) and replace it with the following: 7.Subject to Paragraph 5.above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:@@@@@@@@@@@@@@ ; or (2)the amount shown in the Declarations for Medical Expense Limit. B.Under COVERAGES, the Insuring Agreement of Coverage C Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained, paid crew to the Named Insured; and 3.the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2)of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured, provided the watercraft is: (a)less than 75 feet long; and (b)not being used to carry persons or property for a charge. G-00000-A Page 10 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B Named lnsured's Policy Number: TCP 7024348-10 G-00000-A (Ed. ) 15. A.Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES,Coverage B Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured; or (b)any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2.add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A.Under COVERAGES,Coverage B and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed 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 G-00000-A Page 11 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B PERSONAL AND ADVERTISING INJURY-DISCRIMINATION OR HUMILIATION -DISCRIMINATION -Personal Policy Number: TCP 7024348-10 G-00000-A (Ed. ) (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a)liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b)such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B.Solely for the purpose of the coverage provided by this paragraph,DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C.Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled 1.Paragraph 2.d.is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b)is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D.This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. A.Under COVERAGES,Coverage A Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3),(4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. G-00000-A Page 12 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B lnsured's SUPPLEMENTARY PAYMENTS-COVERAGES A AND B: Insurer's -Personal PROPERTY DAMAGE -ELEVATORS SUPPLEMENTARY PAYMENTS -COVERAGES A AND B Policy Number: TCP 7024348-10 G-00000-A (Ed. ) 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES,Coverage A Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3)and (4)of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A.is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B.applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part; and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G-00000-A Page 13 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B lnsured's Named lnsured's Business Auto Policy Policy Endorsement EXTENDED COVERAGE -BA PLUS - FOR HIRED AND NON-OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee-Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss B. Knowledge of Documents C. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non-Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II - COVERED AUTOS LIABILITY COVERAGE,the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured,but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 1 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 56 of 80 Attachment Code: D528047 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B CNA Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured,but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a.Is effective on the date of acquisition or formation of the organization, and applies until: (1) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b.Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured,but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form. 4. Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1.and A.2.above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II - COVERED AUTOS LIABILITY COVERAGE,the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4)to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II - COVERED AUTOS LIABILITY COVERAGE,the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION III - PHYSICAL DAMAGE COVERAGE,the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION III - PHYSICAL DAMAGE COVERAGE,the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d.in their entirety, and replace them with the following: 5.Exclusions 4.c.and 4.d.above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 2 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 57 of 80 Attachment Code: D528047 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B CNA Business Auto Policy Policy Endorsement a. Permanently installed in or upon a covered auto,nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1)Removable from a housing unit which is permanently installed in or upon the covered auto; (2)An integral part of the same unit housing any electronic equipment described in paragraphs a.or b.(1)above; or (3)Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4)If your employees know of an accident or loss,this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6)If your employees know of documents concerning a claim or suit,this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 3 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 58 of 80 Attachment Code: D528047 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B CNA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a.through 5.d.above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 4 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 59 of 80 Attachment Code: D528047 Certificate ID: 15060404 Docusign Envelope ID: 0B27804D-CB43-4EA8-A 1 E8-C2A020A6E25B CNA